Recent Regulatory Changes for Bermuda Exempted Companies: 2024–2025

Overview

Bermuda has enacted a series of legislative changes affecting the exempted company during 2024–2025. Reforms address beneficial ownership transparency, bearer instrument prohibition, the introduction of a corporate income tax, and anti-money laundering compliance.

1. Beneficial Ownership Act 2025 (November 2025)

The Beneficial Ownership Act 2025, entering into force in November 2025, replaced the prior beneficial ownership regime under the Companies Act 1981. A central beneficial ownership register for exempted companies is maintained by the Bermuda Monetary Authority (BMA) — not publicly accessible but available to law enforcement. The threshold is more than 25% ownership or control. Companies must file BO information within 30 days of incorporation and update within 14 days of any change.

2. Prohibition of Bearer Shares and Nominee Directors (December 2025)

Amendments to the Companies Act 1981, effective December 2025, banned the issuance of bearer shares and the appointment of nominee directors who conceal the identity of the true controlling party. Existing bearer instruments were required to be converted to registered form or cancelled by 31 December 2025.

3. Corporate Income Tax — 15% (January 2025)

The Corporate Income Tax Act 2023 entered into full operational effect for fiscal years beginning on or after 1 January 2025. The 15% CIT applies to Bermuda entities that are part of multinational enterprise groups with annual consolidated revenues of EUR 750 million or more, in accordance with the OECD Pillar Two framework. Exempted companies below this threshold remain exempt.

4. Proceeds of Crime (Amendment) Act 2025

The Proceeds of Crime (Amendment) Act 2025 expanded predicate offences for money laundering to include all serious crimes under Bermuda law, aligning with FATF Recommendation 3. Exempted companies providing financial services must implement enhanced customer due diligence for politically exposed persons and high-risk jurisdictions.

Summary of Key Legislative Instruments