The legislation, and how it stacks
The Registrar of Companies registers exempted partnerships and exempted limited partnerships. They are formed under the Exempted Partnerships Act 1992 and the Limited Partnership Act 1883, and every Bermuda partnership is governed in addition by the Partnership Act 1902. Section 19 of the Limited Partnership Act 1883 provides that the general law as to partnerships applies where it is not excluded by that Act.
A partnership is the relation which subsists between persons carrying on a business in common with a view of profit (Partnership Act 1902, section 1(1)). A firm is the collective name for the partners, and the name under which their business is carried on is the firm-name (section 4).
Operating a business as a partnership can be as simple or as complex as the terms set out in the partnership agreement. Where the partnership agreement does not provide for a situation, the Partnership Act 1902 applies.
Partnerships formed outside Bermuda that wish to operate here are governed by the Overseas Partnerships Act 1995 and require a permit from the Minister.
Whether a partnership is a legal person: the election
A Bermuda partnership is not automatically a legal person. It becomes one only if it elects to be one, and that election is irrevocable. Anyone seeking to establish the ownership and control of a Bermuda partnership should determine first whether an election has been made.
Without an election, a partnership has no separate legal personality. It is a contractual relation between its partners, partnership property is held by the partners, and liability rests on the partners. Every partner is liable jointly with the other partners for all debts and obligations of the firm incurred while a partner, and after death the partner’s estate is also severally liable (section 9). Every partner is liable jointly with the co-partners, and also severally, for wrongful acts and for the misapplication of money or property (section 12).
How the election is made. Section 4A(1) provides that a partnership shall have legal personality if the partnership so elects in accordance with that section and files a declaration to that effect with the Registrar of Companies. How the declaration is made depends on the kind of partnership, and on when the election is made.
| Situation | How the election is made | Provision |
| An exempted partnership electing at formation | The declaration is specified in the certificate of exempted partnership issued under the Exempted Partnerships Act 1992 | s.4A(3) |
| A limited partnership electing at formation | The declaration is specified in the certificate of limited partnership issued under the Limited Partnership Act 1883 | s.4A(3) |
| A partnership that is both limited and exempted | The declaration is required only in the certificate of exempted partnership | s.4A(3) |
| A partnership continued into Bermuda, or converting | The declaration is required only in the certificate of exempted partnership | s.4A(3A) |
| A partnership already in existence that did not elect at formation | It files a signed declaration with the Registrar | s.4BA |
On the election being made, the Registrar enters that fact in a register maintained for the purpose and issues to the partnership a certificate of registration stating that the partnership has legal personality (section 4A(5)). The election is irrevocable (sections 4A(6) and 4BA(4)).
What the election does. It makes the partnership a legal person separate from its partners, with the power to own and deal with its separate property in accordance with the agreement of its partners, and with unlimited capacity (section 4C). The partnership is not dissolved by a change in its constitution, subject to any agreement between the partners (section 4D). The partnership also comes within the register of charges over partnership assets maintained by the Registrar (sections 4F to 4L).
What the election does not do. It does not limit the liability of the partners. A judgment against a partnership that has legal personality may be enforced against any general partner, who is then entitled to pro rata relief from the partnership and from the other general partners (section 4E).
Exempted partnerships
A partnership may be registered as an exempted partnership where one or more of its partners is an individual without Bermudian status under the Bermuda Immigration and Protection Act 1956; is a company which is not a local company for the purposes of Part IX of the Companies Act 1981; or is not otherwise Bermudian for the purposes of any other law (Exempted Partnerships Act 1992, section 7(1)).
An exempted partnership may only conduct business outside Bermuda, from a principal place of business within Bermuda. In particular it:
- must have a registered office in Bermuda and a resident representative, both filed with the Registrar;
- must keep at its office in Bermuda audited accounts and business records showing the business of the partnership, and produce a true accounting at the end of each financial year;
- may not engage in business with any person in Bermuda, save in relation to a contract to be wholly performed outside Bermuda;
- may acquire or deal with goods bona fide required for the administration of its Bermuda office, and may register patents, trademarks and copyrights in Bermuda; and
- is permitted to do business with another exempted partnership, an exempted company or a permit company.
Its partnership agreement must expressly provide that the law applicable to the exempted partnership is the law of Bermuda (section 6).
Exempted limited partnerships
Under the Limited Partnership Act 1883 a limited partnership consists of one or more general partners, who are jointly and severally responsible as partners are at law; and one or more limited partners, who contribute or undertake to contribute cash or other property, but not services, as capital, and who, except as provided by the Act, are not liable for any debts of the limited partnership (section 2(1)). Only the general partners are authorised to transact business and to sign for and bind the partnership.
A limited partner is liable as a general partner if he takes part in the management of the limited partnership (section 8C(2)). Section 8C(3) to (5) provide an extensive safe harbour of acts that do not constitute taking part in management, including acting as a contractor, agent or employee; consulting or advising a general partner, including serving on a board or committee; taking actions or decisions in respect of investments; acting as surety; approving amendments to the partnership agreement; and voting on dissolution or winding up, the sale of substantially all the assets outside the ordinary course, the incurring of indebtedness outside the ordinary course, a change in the general nature of the business, and the removal of a general partner.
Every limited partnership must use the words ‘Limited Partnership’, or the abbreviation ‘L.P.’, at the end of its name, and must at all times maintain a registered office in Bermuda that is not a post office box (section 6).
How a partnership is formed
To establish a partnership 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. A partnership name may be reserved up to three months before you apply to register, for a period not exceeding three months (Exempted Partnerships Act 1992, section 7A; Limited Partnership Act 1883, section 6(2)).
- Prepare the partnership agreement. It must state the nature of the business to be carried out, and only that business may be undertaken. The amount of capital to be contributed by the partners must be stated, and must be not less than the foreign currency equivalent of BD$12,000.
- Identify the beneficial owners. The filing discloses the beneficial owners of the partnership, and the relevant legal entities through which they hold their interests, together with personal declarations where required. The Registrar of Companies verifies the persons who are to be the general partners, and the beneficial owners of the partnership, as part of the registration.
- Prepare and sign the certificate. The persons forming the partnership make and severally sign a certificate. Where the partnership is to have legal personality, the declaration to that effect is made in this certificate.
- Select a registered office in Bermuda, and a resident representative if required.
- File with the Registrar and pay the government fees.
The certificates
Certificate of limited partnership (Limited Partnership Act 1883, section 3) contains the name of the limited partnership, the names and respective places of residence of the general partners, and the address of the registered office in Bermuda.
Certificate of exempted partnership (Exempted Partnerships Act 1992, section 5) contains the name of the exempted partnership; the names of all the partners, or, where the partnership is also being registered as a limited partnership, the names and principal places of residence of the general partners only; the name and address of the resident representative; and the address of the registered office in Bermuda.
Prescribed forms are published at www.gov.bm/services/registrar-companies-forms, and filings are made through www.registrarofcompanies.gov.bm.
Registration
Limited partnerships. A limited partnership is formed on the registration of the section 3 certificate in the office of the Registrar (section 4(1)). The Registrar enters the name, the certificate and the registered office address in the register.
On both routes the Registrar verifies the persons who are to be the general partners, and the beneficial owners of the partnership, before registering it.
Exempted partnerships. The partners deliver the certificate of exempted partnership to the Registrar with the rest of the filing. The Registrar registers the certificate and issues a certificate of registration specifying the date of registration, with a facsimile of the certificate of exempted partnership attached (section 9(3)). Where the partnership is being registered simultaneously as a limited partnership, the Registrar may issue a single certificate of registration specifying the date of registration, with facsimiles of both certificates attached (section 9(4)).
A new general partner must be notified to the Registrar within fourteen days of the appointment.
Continuance and conversion
A partnership formed outside Bermuda may be registered by way of continuation into Bermuda (Exempted Partnerships Act 1992, section 13A; Limited Partnership Act 1883, section 25), and may then elect legal personality. Provision is also made for conversions between exempted partnerships, exempted companies and exempted limited liability companies (Exempted Partnerships Act 1992, sections 13C to 13F; Companies Act 1981, sections 132N and 132O).
What information the Registrar holds about a partnership
The Registrar holds the following, which may be searched online at www.registrarofcompanies.gov.bm:
- the partnership’s name and registration number;
- its certificate of exempted partnership or certificate of limited partnership, and its certificate of registration;
- the register of partnerships that have elected legal personality, maintained under section 4A(5) of the Partnership Act 1902;
- the address of the registered office, and the name of the resident representative;
- the names of the general partners;
- the register of charges over the assets of a partnership that has legal personality (Partnership Act 1902, sections 4F to 4L); and
- the register of exempted partnerships (Exempted Partnerships Act 1992, section 22).
Filed each year. Exempted partnerships and exempted limited partnerships file an annual declaration through the online register, recording whether the partnership 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.
Beneficial ownership information
Exempted partnerships, limited partnerships, exempted limited partnerships and overseas partnerships are legal persons for the purposes of the Beneficial Ownership Act 2025 (section 2), which came into force on 3 November 2025, and are subject to its requirements. This applies whether or not the partnership has elected legal personality under the Partnership Act 1902.
Who is a beneficial owner. An individual who directly or indirectly ultimately owns or controls twenty-five per cent or more of the partnership interests or voting rights; or who exercises ultimate effective control over the management of the partnership; 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 partnership 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 partnership is registered, and verifies the beneficial ownership information filed with it thereafter, so that what the central register holds is adequate, accurate and current.
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 partnership
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 exempted or limited partnership, its date of registration, information on charges and previous names.
To establish whether a partnership has legal personality, refer to the register maintained under section 4A(5) of the Partnership Act 1902, or to the partnership’s certificate of registration, which states that fact on its face. 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.