An unlimited liability company is a company with no limit on the liability of its members for the company's debts and obligations. It has the usual characteristics of a company, including perpetual succession and a board of directors, together with the partnership characteristic of unlimited liability.
At A Glance
| Governing legislation | Companies Act 1981, section 5(2)(c) |
| Separate legal person | Yes, from the date of registration |
| Liability of owners | Unlimited |
| Local or exempted | Either |
| Name must end in | No “Limited” requirement |
| Evidence of creation | Certificate of incorporation |
Key Features
The company is a separate legal person, but its members must pay any debts the company cannot pay. This is the least used of the Bermuda company forms.
Seek legal advice
This form is normally used only to meet particular, often foreign, legal requirements. Take advice before choosing it.
Changing to or from this form
A company limited by shares may re-register as an unlimited liability company with the agreement of all its members. An unlimited liability company may re-register as a company limited by shares or by guarantee by resolution at a general meeting.
RELATED
Converting between entity types →
How to register one
- Reserve a name. Reserving a name →
- Prepare your memorandum of association on Form 2c. Preparing a memorandum of association →
- Disclose your proposed beneficial owners.
- File and pay. Registration fees and how to pay →
What we issue
A certificate of incorporation showing the date of registration. No defect in the formalities leading up to incorporation affects its validity, and the certificate is conclusive evidence of due incorporation and of the date.
Records you must keep
- a register of members
- a register of directors and officers
- minutes of proceedings, and books of account
These are kept at your registered office in Bermuda, which may not be a post office box. Members are recorded in the same way as in any other company, even though their liability is not limited.
Beneficial ownership obligations
Every Bermuda company is subject to the Beneficial Ownership Act 2025. You must take reasonable steps to identify any individual who owns or controls twenty-five per cent or more of the interests or voting rights, or who otherwise exercises ultimate effective control; verify their identity against a reliable and independent source before entering them on your register; maintain a beneficial ownership register; file the required information with us; and update it within thirty days of being notified of a change.
RELATED
The beneficial ownership regime: an overview →
What information about this entity is public
A search of the register returns the registered office address, the memorandum of association, the date of registration, information on charges and previous names. Bermuda's central register of beneficial ownership is not public.
RELATED
Who can access beneficial ownership Information →
Ongoing obligations
- file an annual declaration
- pay annual fees
- keep your beneficial ownership register adequate, accurate and current
- notify us of changes to your registered office and officers
RELATED
Filing your annual declaration →
Legislation
Companies Act 1981 |1981 : 59 · External link