Bermuda Law Brings Captives into Beneficial Ownership Register for First Time

Effective November 3, 2025, Bermuda's Beneficial Ownership Act 2025 is expected to come into force by notice in the Official Gazette, removing a long-standing exemption that excluded captive insurers and other regulated companies from beneficial ownership reporting requirements. The change means most Bermuda captives will now need to identify and file details on their beneficial owners with the Registrar of Companies (RoC).

What Is Beneficial Ownership?

Beneficial ownership refers to the individuals who ultimately own or control a company. Under the new Act, that includes anyone who

• owns or controls 25 percent or more of the shares, voting rights, or partnership interests;
• exercises ultimate effective control over the company's management; or
• controls the company by other means.

If no one meets those criteria, the company's senior manager—such as a CEO or managing director—must be listed as the beneficial owner.

The Previous Exemption for Captive Insurers

Under Bermuda's previous framework, regulated insurance companies—including captive insurers—were exempt from beneficial ownership reporting because they were already supervised by the Bermuda Monetary Authority (BMA).

That exemption has now been repealed.

The new Act limits exemptions only to

• companies listed on the Bermuda Stock Exchange or another appointed stock exchange and
• subsidiaries of those listed companies, provided the listed parent owns or controls at least 75 percent of the subsidiary.

Because most captive insurers are privately held and not listed, the majority will now fall within the scope of the new reporting requirements.

New Reporting and Approval Requirements

Requirements for captive insurers that fall within scope are as follows.

1. Identify and verify all beneficial owners meeting the 25 percent or control threshold.
2. Maintain a beneficial ownership register at their registered office in Bermuda.
3. File the required information with the Registrar of Companies when forming, continuing, or applying to do business in Bermuda.
4. Obtain RoC approval before any new person becomes a beneficial owner, unless that person was previously approved under earlier legislation.

Each beneficial owner's record must include the following.

• Full legal name
• Residential address
• Date of birth
• All nationalities
• Details from an unexpired government-issued ID (number, country of issue, issue date, and expiration date)

Oversight Transfers to the Registrar of Companies

The Registrar of Companies is now designated as the competent authority responsible for maintaining Bermuda's central beneficial ownership register.

Beginning November 3, 2025, the central register will be transferred from the BMA to the RoC, which will manage the data through a secure electronic filing system. Access to the register will be restricted to specified government agencies and regulatory bodies under strict confidentiality rules.

Implementation Timeline:

• September 28, 2025—Act received Royal Assent.
• October 28, 2025 (5:00 p.m.)—BMA stops accepting new beneficial ownership filings ahead of the transition.
• October 2025—RoC scheduled to release guidance and hold webinars to assist companies with compliance preparation.
• November 3, 2025—Act expected to come into force by notice in the Official Gazette; the central register formally transfers to the RoC.

What this Means for Captives

For Bermuda's captive insurance sector, the Act introduces a new compliance obligation—but aligns captives with requirements that most other Bermuda-registered companies already follow.

Captive managers and boards should do the following.

• Confirm whether their captive qualifies for the listed-entity exemption.
• Map ownership structures to identify all individuals meeting the 25 percent threshold.
• Collect and verify the required identification information.
• Plan for RoC approval of any new beneficial owners.
• Update compliance procedures and recordkeeping to align with RoC filing processes.

The Ministry of Finance may issue future exemptions by order, but absent such relief, Bermuda captives will be required to comply fully with beneficial ownership reporting once the Act takes effect.