BERMUDA Law and Practice Contributed by: Ian Stone and Leo Shaw, Wakefield Quin Limited
The Personal Information Protection Act 2016 Effective 1 January 2025, the Personal Information Protection Act 2016 (PIPA) imposes data protection obligations on all organisations in Bermuda that use personal information, affecting governance and com - pliance structures and breach response. 1.3 Companies With Publicly Traded Shares As noted in 1.1 Corporate Forms and Governance Requirements , the Companies Act is the principal legislative source. The Companies Act generally does not distinguish between public and private limited companies and accordingly there is no distinction in respect of director duties. As noted previously, the principal differentiator is whether a company is local or exempted. Part III of the Companies Act deals with prospectuses and public offers, but those rules do not generally apply in relation to exempted companies. Key governance provisions include: • the requirement for a minimum number of directors (Section 91); • duties regarding the maintenance of a register of directors and officers (Section 92A); • requirements for the keeping of minutes and records (Section 83); • the obligation to maintain a registered office in Bermuda (Section 62); and • provisions governing the convening and conduct of general meetings (Sections 71–81) and the duty of care of officers (Section 97). For regulated entities, the BMA imposes additional governance requirements. Insurance companies, for example, are subject to the BMA’s Insurance Code of Conduct, which contains detailed provisions on board composition, risk management, internal con - trols and the fitness and propriety of directors and senior officers. Similar requirements apply under the relevant sector-specific legislation for banks, invest - ment businesses and digital asset businesses. 1.4 Stock Exchange Requirements Developments The most recent significant change to the Listing Reg - ulations took effect on 1 January 2026, when the BSX introduced consolidated Listing Regulations for debt
• requires enhanced disclosure of alternate director particulars; • mandates the conversion of any outstanding bear - er shares to registered shares within 90 days; and • requires companies discontinuing out of Bermuda to appoint a local agent to retain beneficial owner - ship and accounting records for a minimum of five years. The Benefit Entities Act 2025 Effective 1 December 2025, the Benefit Entities Act 2025 (BEA) inserted Part XIIB into the Companies Act (and made analogous amendments to the LLC Act and Limited Partnership Act 1883), allowing Bermuda entities to opt in as benefit companies with a stated public benefit purpose. This represents Bermuda’s first legislative framework for purpose-driven corpo - rate governance. More broadly, ESG governance continues to develop in Bermuda. Boards are expected to oversee sustain - ability-related risks and disclosures, and to ensure alignment with emerging global ESG frameworks. See 7. Environmental, Social and Governance for more detail on ESG governance. The Beneficial Ownership Act 2025 Effective 3 November 2025, the Beneficial Owner - ship Act 2025 (BOA) consolidated beneficial owner - ship requirements into a single statute, expanded the scope of legal persons required to maintain benefi - cial ownership information and transferred the central register from the BMA to the Registrar of Companies (ROC). There is an exemption for entities listed on the BSX or any other appointed stock exchange (as defined in the Companies Act). The Corporate Income Tax Act 2023 Effective for fiscal years beginning on or after 1 Janu - ary 2025, this introduced a 15% corporate income tax for Bermuda constituent entities of large multi - national groups. This introduces new governance and reporting obligations for in-scope multinational groups, including board oversight of tax governance and compliance frameworks.
47 CHAMBERS.COM
Powered by FlippingBook