Overseas Companies and Overseas Partnerships

What these entities are

An overseas company, commonly called a permit company, is a body corporate incorporated outside Bermuda. An overseas partnership is a partnership formed outside Bermuda.

Neither is created under Bermuda law. An overseas company holds its legal personality under the law of its place of incorporation. An overseas partnership holds whatever status its governing law confers on it. Bermuda does not incorporate them, and does not confer or withhold legal personality. What Bermuda controls is whether they may carry on trade or business here, and that is done by permit.

The alternative to a permit is continuance. A foreign body corporate may be continued into Bermuda as an exempted company under Part XA of the Companies Act 1981, and a foreign partnership may be registered by way of continuation under section 13A of the Exempted Partnerships Act 1992 or section 25 of the Limited Partnership Act 1883. Continuance makes the entity a Bermuda entity going forward. It does not create a new legal entity and does not affect the continuity of the body corporate (Companies Act 1981, section 132E(2)). An entity that has been continued is no longer an overseas entity, and is dealt with in the Articles on limited companies, limited liability companies and partnerships.

Overseas companies: when a permit is required

Governing legislation: Companies Act 1981, Part XI, sections 133 to 150A

An overseas company shall not engage in or carry on any trade or business in Bermuda without a permit from the Minister issued under section 134 (section 133(1)).

Section 133(3) to (5) define engaging in or carrying on trade or business in Bermuda broadly. It includes occupying premises in Bermuda, advertising a Bermuda contact address, and using a Bermudian domain name. There are carve-outs for travelling salesmen, for meetings of officers or members held in Bermuda, and for dealing in securities of exempted undertakings, local companies and non-exempted partnerships.

Mutual funds. A mutual fund as defined in section 136(5) is exempt from the permit requirement where it engages a person in Bermuda as administrator or registrar to perform the activities set out in section 136(4), being corporate secretarial, accounting, administrative, registrar and transfer agency, and sharemarketing services (section 133A).

Overseas companies: how a permit is obtained

1. Advertise. Within three months prior to the application, publish in an appointed newspaper an advertisement announcing the intention to apply for a permit, specifying the company’s name and the trade or business proposed (section 134(3)).
2. Apply to the Minister in the prescribed form, accompanied by such documents and particulars as the Minister requires and the prescribed application fee.
3. File beneficial ownership information with the Registrar. Section 15(1) of the Beneficial Ownership Act 2025 requires the minimum required information to be filed on an application for permission to carry on business.
4. Receive the permit, issued in the prescribed form, by which the Minister grants permission to engage in the trade or business specified.

The Minister need not give reasons for a refusal (section 134(4)), and in deciding shall have regard to the economic situation in Bermuda and the due protection of persons already engaged in business in Bermuda; the nature and previous conduct of the company and of the persons having an interest in it; and any advantage or disadvantage which may result (section 134(5)).

The following provisions govern the permit and what follows from it.

Which parts of the Companies Act apply. A permit company remains a foreign body corporate. Only sections 2 and Parts III, V, XI and XIII of the Companies Act 1981, excluding the members’ voluntary liquidation provisions, apply to it (section 4(1A)(b)). It is not subject to the incorporation, memorandum, share capital or local ownership provisions that govern Bermuda companies, because it was not incorporated here.

Overseas partnerships: when a permit is required

Governing legislation: Overseas Partnerships Act 1995.

An overseas partnership shall not engage in or carry on any trade or business in Bermuda without a permit from the Minister issued under section 7 (section 3).

Partnership funds. An overseas partnership having the characteristics of an investment fund within section 3 of the Investment Funds Act 2006 is exempt from the permit requirement where it engages a person in Bermuda as administrator or registrar to perform corporate secretarial, accounting, administrative, registrar and transfer agency, or interest-marketing activities (section 3A).

Acting as a partner is not itself carrying on business here. A person acting as a partner of an overseas partnership is not, solely by so acting, deemed to be carrying on business in Bermuda for the purposes of the Overseas Partnerships Act 1995, the Exempted Partnerships Act 1992, or sections 129A or 134 of the Companies Act 1981 (section 4A).

Overseas partnerships: how a permit is obtained

1. Advertise. Within three months prior to the application, publish in an appointed newspaper an advertisement announcing the intention to apply, specifying the name of the partnership, the names of all the general partners, the law governing the overseas partnership, and the general nature of the business (section 4(4)).
2. Make and severally sign a certificate containing the name of the partnership; the names and addresses of all the general partners; the name and address of the resident representative; the address of the registered office in Bermuda; and the law governing the overseas partnership (section 4(3)).
3. Apply to the Minister, with such documents as the Minister requires.
4. File beneficial ownership information with the Registrar. Overseas partnerships are expressly within the definition of legal person in section 2 of the Beneficial Ownership Act 2025.
5. Receive the permit under section 7, which states that the Minister approves the names of all the general partners and the general nature of the business, and specifies any conditions or restrictions.

The Minister may grant or refuse consent, need not give reasons, and the decision is not subject to appeal or review in any court (section 5). In deciding, the Minister shall have regard to the economic situation in Bermuda and the due protection of persons already engaged in business here, the nature and previous conduct of the overseas partnership, and any advantages or disadvantages (section 6).

A permit will not normally be recommended where it is considered that a Bermuda exempted partnership could be formed to carry on the business proposed, or, in the case of an overseas company, that a Bermuda exempted company could be formed to do so.

The following provisions govern the permit and what follows from it.

Beneficial ownership information

Overseas entities came into the beneficial ownership regime on 3 November 2025. Under the regime that preceded the Beneficial Ownership Act 2025, permit companies and overseas partnerships were outside the scope of Bermuda’s beneficial ownership requirements on the basis that they were not incorporated in Bermuda. That is no longer the position.

Section 2 of the Beneficial Ownership Act 2025 defines legal person to include an overseas partnership, and section 15(1) requires the minimum required information to be filed with the Registrar on an application for permission to carry on business, which captures permit applications. The duties that follow are the same as for Bermuda entities.

Who is a beneficial owner. An individual who directly or indirectly ultimately owns or controls twenty-five per cent or more of the shares, interests, voting rights or partnership interests; or who exercises ultimate effective control over the management; or who exercises control by other means. Where no individual meets any of those tests, the individual holding the position of senior manager is the beneficial owner (section 6).

What the entity must do. Take reasonable steps to identify its beneficial owners (section 7); take reasonable measures to verify their identity against documents, data or information from a reliable and independent source before entering them on the register (section 9); establish and maintain a beneficial ownership register (section 10); and update it within fourteen days of being notified of a change (section 11).

What must be recorded for each individual beneficial owner: full name and any secondary or alternate names; residential and service addresses; all nationalities; date of birth; government-issued identification details, being the document number, issuing country, date of issue and date of expiry; the nature and extent of the interest held; and the dates of entry and cessation. Additional particulars are required for relevant legal entities, including corporate name, registered or principal office address, legal form and governing law, jurisdiction and date of incorporation, registration number, any stock exchange listing and nominee status.

The requirement to record the legal form and governing law of a relevant legal entity is of particular relevance to overseas structures, whose constitution is determined by foreign law.

What is filed with the Registrar. The minimum required information is filed on the application for permission to carry on business, and changes are filed as the Registrar requires (section 15).

What the Registrar does. The Registrar of Companies verifies the beneficial owners disclosed on the filing, and verifies the beneficial ownership information filed with it thereafter, so that what the central register holds is adequate, accurate and current.

Exemptions are narrow. Only entities whose shares or interests are listed on the Bermuda Stock Exchange or an appointed stock exchange, and their subsidiaries, are exempt (section 3(2)). An exempt entity must confirm its status to the Registrar with evidence of the listing, and notify any change within fourteen days.

Who may see it. The central register is not public. Access is confined to the competent authorities listed in section 18(1), and to relevant persons under the anti-money laundering regulations for the purpose of conducting customer due diligence.

Enforcement. Sanctions sit in the Registrar of Companies (Compliance Measures) Act 2017 and include compliance questionnaires, information requests, inspections, notices to comply, default fines and civil penalties, with a warning notice and decision notice procedure and an appeal to the Supreme Court.

What information the Registrar holds about an overseas entity

The Registrar holds the following, which may be searched online at www.registrarofcompanies.gov.bm:

1. the register of permit companies (Companies Act 1981, section 142);
2. the register of overseas partnerships (Overseas Partnerships Act 1995, section 10);
3. the permit itself, and any registration of it (Companies Act 1981, section 137; Overseas Partnerships Act 1995, section 9);
4. the certificate signed by the partners of an overseas partnership, including the law governing it (Overseas Partnerships Act 1995, section 4(3));
5. the address of the registered office, and the name of the resident or principal representative (Companies Act 1981, section 136A; Overseas Partnerships Act 1995, sections 12 to 14); and
6. the annual declaration filed through the online register.

Filed each year. Permit companies and overseas partnerships file an annual declaration through the online register, recording whether the entity carries on a relevant activity for economic substance purposes and, since December 2024, information relevant to the administration of the Corporate Income Tax Act 2023.

How to obtain information about an overseas entity operating in Bermuda

All information on entities registered with the Registrar of Companies is accessed through the online register at www.registrarofcompanies.gov.bm. A user account is required, and registration for an account requires proof of identity in the form of a government-issued identification document. Fees apply.

Information about the constitution and ownership of the entity in its home jurisdiction is a matter for the register of that jurisdiction. What the Bermuda register holds is the permit, the particulars filed in support of it, and the beneficial ownership information filed under the Beneficial Ownership Act 2025.

Enquiries may be directed to the Registrar of Companies at helpcenter@rocbda.com, by telephone on (441) 297-7574, or at 30 Parliament Street, Hamilton HM 12.