On Friday, 12 September 2025, the Beneficial Ownership Act 2025 (the Act) was passed in the House of Assembly. The Act consolidates and simplifies Bermuda’s beneficial ownership regime, introduces new roles and powers for the Registrar of Companies as well as providing powers for companies to penalize their beneficial owners.
The Act becomes operative as a priority for the Government, anticipating enactment within a few weeks. The Act is a statement of Bermuda’s intent to remain a trusted, well-regulated jurisdiction that can continue to compete globally while maintaining confidence in its legal and business environment.
Companies and corporate service providers will need to ensure that beneficial ownership information is accurate, up to date and supported by documentary evidence, with penalties of up to $250,000 for non-compliance.
Bermuda’s new Beneficial Ownership Act underscores the delicate balance between protecting its international reputation and adding new compliance requirements for companies and service providers.
The legislation consolidates existing ownership disclosure rules into a single statute, raises the bar for verifying shareholder and controller information, and introduces stronger enforcement powers. Its passage comes as Bermuda prepares for a Caribbean Financial Action Task Force review, where assessors will look not only at whether the jurisdiction’s rules meet the Financial Action Task Force standards but also at whether they are effective in practice.
For Bermuda businesses, the review is more than a technical assessment. The outcome will influence how international partners view the island’s credibility as a financial center and, by extension, how smoothly Bermuda entities can operate in global markets. The Act therefore represents both a compliance measure for external scrutiny and a strategic investment in Bermuda’s ability to preserve access to capital and trade.
The Beneficial Ownership Act introduces several significant changes to how Bermuda collects, verifies, and enforces information on company ownership. Its reach is wide, extending transparency obligations across Bermuda’s corporate landscape, not just to entities already regulated by the Bermuda Monetary Authority.
A central feature of the new law is the requirement that beneficial ownership information be properly verified. Submissions must now, in law, be supported by government-issued identification, nationality details, and other corroborating records. These measures are designed to satisfy the Financial Action Task Force (FATF) standard that beneficial ownership data must be accurate, reliable, and accessible to competent authorities.
Responsibility for maintaining and policing the register now lies squarely with the Registrar of Companies. By consolidating oversight into one office, the Act replaces a fragmented regime that had previously drawn on multiple statutes and agencies. Enforcement powers are also stronger, with civil penalties of up to $250,000 and, in serious cases, imprisonment—reflecting FATF’s insistence that sanctions be effective, proportionate, and dissuasive.
Taken together, these provisions establish a new baseline for ownership transparency in Bermuda, though they also raise questions about how openness will be balanced with privacy.
The Act also reflects a wider global trend. Over the past two decades, regulators have steadily escalated demands for disclosure and “know your customer” transparency, while data protection regimes have advanced in equal measure. That collision was confronted directly in Europe when, in November 2022, the Court of Justice of the European Union struck down indiscriminate public access to ownership registers as a breach of fundamental privacy rights. The EU responded in early 2024 with its Sixth Anti-Money Laundering Directive, which now requires a “legitimate interest” test for parties seeking access. Bermuda’s framework sits in the same current, balancing external pressure for openness with its own constitutional and statutory privacy protections.
At the heart of the new Act lies the challenge of balancing international demands for transparency with Bermuda’s constitutional and statutory protections for privacy. The legislation makes beneficial ownership information more widely available, particularly to regulated financial institutions that are obliged to carry out anti-money laundering and counter-terrorist financing checks. This direct access is designed to make compliance more efficient and to ensure that ownership data is embedded in frontline risk management.
Yet broadening access inevitably complicates privacy. While the Act restricts the further disclosure of ownership information, the fact remains that a large number of institutions will now have the ability to query the central register. Without clear regulatory limits on how long that information can be retained, how it may be shared across group structures, or how it is to be secured, the risk of misuse or inadvertent exposure cannot be ignored.
This is why the Act pairs transparency with statutory restrictions. It prohibits the onward disclosure of beneficial ownership information for purposes unrelated to compliance, aligning with the principles of the Personal Information Protection Act (PIPA) that personal data must be collected and used only for legitimate, proportionate reasons. Even so, the effectiveness of these restrictions will depend on the details of forthcoming regulations, which will need to set out precisely how financial institutions and service providers must handle the information once obtained.
PIPA sets the domestic benchmark for this balance. Under PIPA, any government use of personal information must be lawful, fair, and proportionate — limited to what is adequate, relevant, and not excessive for the stated purpose. Unless Parliament amends PIPA to create a specific carve-out, these standards will continue to govern access to beneficial ownership data. That reality makes the forthcoming regulations especially important: they will need to satisfy international expectations while remaining consistent with Bermuda’s own privacy law.
The result is a framework that tries to walk a fine line. On one side is the pressure from FATF and other international partners for more open, immediate access to beneficial ownership data. On the other side is Bermuda’s legal duty to safeguard privacy and protect individuals from unnecessary or disproportionate exposure. The Act attempts to hold both positions at once, but its success will depend heavily on how enforcement is designed and applied in practice.
One of the most notable innovations in the Beneficial Ownership Act is the introduction of an enforcement process that allows companies themselves to act against uncooperative beneficial owners. Traditionally, enforcement of ownership disclosure has rested with regulators. The new framework changes that dynamic by giving legal persons the power to restrict rights or take other measures if a beneficial owner refuses to provide accurate information.
This approach is intended as a last-resort tool to strengthen compliance, but it also carries practical challenges. Requiring companies to enforce directly against their owners’ risks creating conflict within corporate structures and may prove difficult to administer, particularly where ownership is dispersed or contested. For corporate service providers, who already bear the responsibility of maintaining registers and making filings on behalf of many unregulated companies, these new powers are likely to translate into additional work, more complex procedures, and higher costs of service.
Overlaying this is a strengthened sanctions regime. Companies that fail to maintain accurate registers, or that mishandle the new enforcement responsibilities, face penalties of up to $250,000 and, in serious cases, imprisonment for individuals involved. These are in line with international expectations that penalties be dissuasive, but they also raise the stakes for businesses that may already be struggling to interpret how their obligations will apply in practice.
The effect is to place corporate service providers and company directors at the very front line of enforcement. They must not only gather and verify ownership information but also take action if those who control the company are unwilling to cooperate. It is a significant shift in responsibility, and one that makes the details of the regulations still to come all the more important.
Many of the important features of the framework set out by the Act remain to be defined in regulations and guidance notes. Terms such as “legitimate interest,” which will govern access to the register by journalists, civil society, and counterparties in 2026, have yet to be explained. Similarly, the details of how long institutions may retain beneficial ownership data, how information may be shared within international groups, and what audit trails must be maintained are still to be clarified.
This reliance on future regulations is not unusual in Bermuda’s legislative process, but it does create a transitional period of uncertainty. Companies and corporate service providers know that stronger obligations are coming, yet they cannot be sure exactly how those obligations will be tested in practice.
The effectiveness of the new regime will therefore depend less on the words of the Act itself and more on the quality of the regulations that follow. If they are practical, proportionate, and clearly communicated, Bermuda will be able to demonstrate both compliance with international standards and fairness to the businesses that must implement them.
For now, the message is one of readiness, and the practical implications for directors, service providers, and financial institutions are already becoming clear.
For directors, boards, and service providers, the Beneficial Ownership Act signals a shift in expectations rather than a change in principle. Ownership registers have long been part of Bermuda’s framework, but the new law emphasizes accuracy, verification, and accessibility to a much greater degree. Companies that have treated the register as an administrative formality will now need to approach it as a core compliance obligation.
Corporate service providers will find their role even more central. Many unregulated companies rely entirely on service providers to maintain statutory records and filings. With new verification requirements and enforcement provisions, these responsibilities will expand, and costs are likely to reflect the added complexity. Service providers should be reviewing their procedures now to ensure that they can meet the higher evidential standards the Act requires.
For regulated financial institutions, the significance lies in access. Banks, insurers, and other AML/ATF regulated entities will be able to query the central register directly. This will support due diligence processes but will also require institutions to put in place clear protocols for handling, securing, and limiting the use of the information they obtain.
Ultimately, the Act is part of Bermuda’s strategy to preserve its access to international markets by demonstrating compliance with global standards. For local businesses, that means taking beneficial ownership obligations seriously, embedding them into governance processes, and recognizing that transparency is no longer just a regulatory requirement but part of Bermuda’s license to operate internationally—a point underscored by the Act’s broader significance.
The Beneficial Ownership Act marks an important step in Bermuda’s ongoing commitment to international regulatory standards. The real test, however, will come in how regulations are drafted, implemented, and assessed during Bermuda’s CFATF review.
The legislation also highlights the careful balance Bermuda must strike. On one side lies the demand from international partners for transparency and immediate access to accurate ownership information. On the other lies the constitutional and statutory duty to respect privacy and ensure that obligations remain proportionate for businesses that operate here.
For companies, service providers, and financial institutions, the message is clear: beneficial ownership transparency has become a central pillar of Bermuda’s regulatory framework. Preparing registers, strengthening procedures, and treating ownership data as a core compliance responsibility will be essential.
Ultimately, Bermuda’s success will depend not just on having a register, but on proving that ownership transparency can coexist with privacy rights — a balance international assessors will watch closely.
