Legislative Alert: Changes to Beneficial Ownership Act
About Brian Holdipp
Brian Holdipp is Counsel in the firm’s corporate practice group. His practice encompasses many areas of general corporate and commercial law, with specialist expertise in securities, joint ventures, corporate restructurings and cross-border financings. Mr. Holdipp also advises on partnerships.
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The Bermuda legislature approved the Beneficial Ownership Amendment Act 2025 (the “BO Amendment Act”) in mid-December.
Under section 16 of the Beneficial Ownership Act 2025 (the “principal Act”) a person is prohibited from becoming a beneficial owner of a legal person without the approval of the Registrar of Companies, as previously noted here.
The BO Amendment Act repeals section 16.
During the sitting of the House of Assembly on 12 December, Premier and Minister of Finance the Hon. E. David Burt JP MP, explained the rationale for the change as follows:
“…Section 16 created a statutory approval regime for beneficial owners of legal persons. However, over the course of further analysis and industry consultation, it became apparent that the structure and operation of section 16 in its entirety does not align with the policy intent of the Beneficial Ownership Act…. It is proposed… [to repeal] section 16 of the principal Act in this entirety. This will remove the…approval regime and provide the opportunity to develop a more coherent framework in respect of Bermuda’s gatekeeping function as relates to shareholder approval, a function that was previously governed under the exchange control regime prior to the enactment of the principal Act.”
The absence of a mandate for government or regulatory vetting of prospective Bermuda entity owners, represents new and largely unexplored territory for the jurisdiction. Industry and other stakeholders await further details from the Registrar of Companies on how Bermuda’s gatekeeping framework will be developed.
The other notable change in the BO Amendment Act is the requirement for a legal person to enter into its beneficial ownership register the minimum required information in respect of every registrable person and not just its beneficial owners. This expands the scope of section 15 of the principal Act to include a relevant legal entity as well.
It is anticipated that the BO Amendment Act will be enacted before year end.