What a Bermuda LLC is
Limited liability companies are formed under the Limited Liability Company Act 2016 and must be registered with the Registrar of Companies.
An LLC is a hybrid. Like a partnership, it is managed and operated under an LLC agreement among its members, which gives the members considerable freedom to set the terms of its administration and governance. Where the LLC agreement does not provide for a situation, the Act applies. Like a company, the finances of the business are separate from the personal finances of its members, and the members have limited liability for the debts of the business.
An LLC is a separate legal person. Section 30(6) provides that an LLC formed under the Act is a separate legal entity, whose existence as a separate legal entity continues until the LLC is dissolved, and that it is not dissolved by reason only that it has no members. Subject to its LLC agreement, it has the capacity, rights, powers and privileges of a natural person.
Members and managers are not personally liable. The debts, obligations and liabilities of an LLC, whether arising in contract, tort or otherwise, are solely those of the LLC, and no manager or member is obligated personally for them solely by reason of being a member or a manager (section 48(1)). A member or manager may nevertheless agree, in the LLC agreement or another agreement, to be personally obligated (section 48(2)).
The limitation survives participation in management. Members of an LLC keep their limited liability even where they take an active part in the day to day management of the business. This distinguishes an LLC from a limited partnership, in which a limited partner who takes part in management becomes liable as a general partner.
Local LLCs and exempted LLCs
Bermuda LLCs are either local or exempted, on the same basis as companies.
Local LLCs are formed to trade primarily in Bermuda. Section 10 sets out the circumstances in which a local LLC may carry on business, and section 11 contains the ownership requirements: a local LLC shall be controlled by Bermudians; at least sixty per cent of the total voting rights shall be exercisable by Bermudians; and the percentage of Bermudian managers, and the percentage of the value of LLC interests beneficially owned by Bermudians, shall each be not less than sixty per cent.
Under section 11(7) the Minister may by order exempt a local LLC from those requirements. A local LLC may also apply for a licence under sections 12 and 13, after not less than seven days’ advertisement in an appointed newspaper.
Exempted LLCs are formed to conduct business outside Bermuda and are exempt from the sixty per cent Bermudian ownership requirement. Section 21 defines an exempted LLC as one that does not comply with the requirements of the Act in respect of a local LLC and which is stated in its certificate of formation to be an exempted LLC. Section 24 restricts what an exempted LLC may do in Bermuda, and section 25 provides for a Ministerial licence to carry on business here. Section 26 requires a registered office and, where applicable, a resident representative.
How an LLC is formed
To form an LLC in Bermuda you will require assistance from a law firm, accounting firm or corporate service provider located in Bermuda. Corporate service provider business may only be carried on under a licence granted under the Corporate Service Provider Business Act 2012.
- Reserve the name. Before the certificate of formation is filed, an authorised person shall reserve the name of the LLC (sections 30(5) and 7(2)). A reservation may be made not more than three months before the filing and lasts up to three months.
- Prepare the LLC agreement.
- Identify the beneficial owners. The filing discloses the beneficial owners of the LLC, and the relevant legal entities through which they hold their interests, together with personal declarations where required.
- Select a registered office in Bermuda, and a resident representative if required.
- Apply for any licence or permit required by the nature of the proposed business.
- File the certificate of formation and pay the government fees.
The certificate of formation
The certificate of formation must set out (section 30(1)):
- the name of the LLC and, if applicable, its secondary name;
- whether it is a local LLC or an exempted LLC;
- the address of its registered office; and
- any other matters the members determine to include.
It must be accompanied by the economic substance statement and by the statement relating to the Corporate Income Tax Act 2023.
The prescribed form, Certificate of Formation LLC, is published at www.gov.bm/services/registrarcompanies-forms. Filings are made through www.registrarofcompanies.gov.bm.
Formation and the certificate of filing
On a satisfactory filing the Registrar issues a certificate of filing, and the LLC is deemed formed at the time of filing of the initial certificate of formation, or at a later date and time specified in it (section 30(3)).
No defect in the formalities leading up to formation affects the validity of the formation, and the certificate of filing is conclusive evidence of due formation and of the date of formation (section 30(7)).
The Registrar enters the LLC’s name, its certificate of formation and the address of its registered office in the register (section 31). The register is available for search online at www.registrarofcompanies.gov.bm.
The LLC agreement
The member or members of an LLC shall enter into an LLC agreement (section 5). It may be entered into before, at or after the filing of the certificate of formation, and may be made effective as of the time of filing.
- Members, managers and assignees are bound by and entitled to enforce the LLC agreement whether or not they execute it (section 5(3)).
- The LLC itself need not execute it (section 5(4)).
- A single member LLC agreement is not unenforceable merely because it has only one party (section 5(5)).
- It may confer enforceable rights on persons who are not parties to it (section 5(6)). Section 6 governs the law applicable to LLC agreements.
Management
Unless the LLC agreement provides otherwise, management is vested in the members in proportion to their percentage interest in the profits of the LLC, with members owning more than fifty per cent controlling. Where the LLC agreement provides for management by a manager, management is vested in the manager, chosen as the LLC agreement provides, and there may be more than one manager. Unless otherwise provided, each member and each manager has authority to bind the LLC (section 60).
Conversion and continuance
An LLC may be continued into Bermuda from a foreign jurisdiction, or discontinued out of Bermuda (sections 96 and 97). A company may convert to an LLC and an LLC to a company (Companies Act 1981, sections 132P and 132Q). An exempted LLC may convert to an exempted limited partnership, and an exempted limited partnership to an exempted LLC (sections 102 and 103).
What information the Registrar holds about an LLC
The Registrar holds the following, which may be searched online at www.registrarofcompanies.gov.bm:
- the LLC’s name and registration number;
- its certificate of formation;
- the address of its registered office;
- its date of formation;
- previous names;
- information on charges; and
- copies of any licence granted under sections 12 or 25.
Filed each year. LLCs file an annual declaration under section 253, recording whether the LLC 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. Local LLCs also file a return of holdings of LLC interests under section 17.
Beneficial ownership information
Every Bermuda LLC, whether local or exempted, is subject to the Beneficial Ownership Act 2025, which came into force on 3 November 2025. Part 7A of the Limited Liability Company Act 2016, which previously contained the beneficial ownership requirements, has been repealed, and the Act’s definitions now crossrefer to the 2025 Act.
Who is a beneficial owner. An individual who directly or indirectly ultimately owns or controls twenty-five per cent or more of the LLC interests or voting rights; or who exercises ultimate effective control over the management of the LLC; 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 LLC 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 legal form, governing law, registration number, any stock exchange listing and nominee status.
What is filed with the Registrar. The minimum required information is filed on registration, on continuation into Bermuda, on conversion, and on an application for permission to carry on business (section 15(1)). Changes are filed as the Registrar requires.
What the Registrar does. The Registrar of Companies verifies the beneficial owners disclosed on the filing before the LLC is registered, 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 LLCs whose interests are listed on the Bermuda Stock Exchange or an appointed stock exchange, and their subsidiaries, are exempt (section 3(2)). An exempt LLC 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.
How to obtain information about a registered LLC
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.
A search returns the entity’s registered office address, its certificate of formation, its date of formation, information on charges and previous names. Filings and certificate requests are made through the same portal.
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.