BERMUDA Law and Practice Contributed by: Ian Stone and Leo Shaw, Wakefield Quin Limited
1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements The principal forms of business organisation in Ber - muda are as follows. • Companies limited by shares, incorporated under the Companies Act 1981 (the “Companies Act”). This is by far the most common corporate vehicle in Bermuda and is the primary focus of this sub - mission. • Limited liability companies (LLCs), formed under the Limited Liability Company Act 2016 (the “LLC Act”). • Partnerships, including general partnerships under the Partnership Act 1902, limited partner - ships under the Limited Partnership Act 1883 and exempted partnerships under the Exempted Part - nerships Act 1992. • Permit companies (also referred to as overseas companies), which are companies incorporated outside Bermuda that obtain a permit under Part XI of the Companies Act to carry on business in or from within Bermuda. Bermuda companies fall into two principal categories: • local companies, incorporated by Bermudians to conduct retail business primarily within Bermuda; and • exempted companies, incorporated primarily to conduct international business outside Bermuda. The vast majority of Bermuda’s international business entities are exempted companies. 1.2 Corporate Governance Legislation and Regulation The principal sources of corporate governance requirements for Bermuda companies are: • the Companies Act; • the company’s memorandum of association and bye-laws (the constitutional documents);
• Bermuda common law and equitable principles, including directors’ fiduciary duties derived from English common law; • sector-specific legislation and regulation, includ - ing the Insurance Act 1978, the Banks and Deposit Companies Act 1999, the Investment Business Act 2003, the Investment Funds Act 2006 and the Digital Assets Business Act 2018; • rules, codes, statements of principle, and guidance issued by the Bermuda Monetary Authority (BMA), including the Insurance Code of Conduct (2022), the Banks and Deposit Companies Code of Con - duct (2022) and the Digital Asset Business – Code of Practice (2023); • the listing rules of any stock exchange on which the company’s securities are listed (eg, the NYSE, Nasdaq, HKEX, LSE or the Bermuda Stock Exchange (BSX)); and • the Economic Substance Act 2018. Bermuda does not have a standalone domestic cor - porate governance code. For companies with publicly traded shares, corporate governance requirements are derived from Bermuda company law together with the rules of the relevant listing venue. Companies listed on the BSX are required to comply with the BSX Listing Regulations (as amended) (the “Listing Regulations”). The BSX is supervised and regulated by the BMA under the Bermuda Stock Exchange Company Act 1992 and operates as a self-regulatory organisation with statutory authority to adopt and enforce rules governing its trading members and listed issuers. However, neither the BSX nor the BMA are a securi - ties commission or financial conduct authority. Recent Legislative Developments A number of significant recent legislative develop - ments also affect the corporate governance land - scape in Bermuda. The Companies (Prohibition of Bearer Shares and Nominee Directors) Amendment Act 2025 Effective 10 December 2025, this Act: • creates certain limitations in relation to the appoint - ment of nominee directors;
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