Limited liability companies are formed under the Limited Liability Company Act 2016. They are managed and operated under an LLC agreement among their members, in the manner of a partnership, while giving those members limited liability in the manner of a company.
At A Glance
| Governing legislation | Limited Liability Company Act 2016 |
| Separate legal person | Yes, section 30(6) |
| Liability of owners | None personally, section 48(1) |
| Local or exempted | Either. The certificate of formation must state which |
| Name must end in | "Limited Liability Company" or "LLC" |
| Evidence of creation | Certificate of filing of the certificate of formation |
Key Features
An LLC is a separate legal entity whose existence continues until it is dissolved. Subject to its LLC agreement it has the capacity, rights, powers and privileges of a natural person.
Limited liability survives participation in management
Members of an LLC keep their limited liability even where they actively manage 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.
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The LLC agreement
The members shall enter into an LLC agreement. It may be entered into before, at or after the filing of the certificate of formation. Members, managers and assignees are bound by it and entitled to enforce it whether or not they execute it, and the LLC itself need not execute it.
Who can own one
Local LLCs must be controlled by Bermudians, with at least sixty per cent of voting rights exercisable by Bermudians and at least sixty per cent of managers and of the value of LLC interests Bermudian. The Minister may by order exempt a local LLC from those requirements under section 11(7). Exempted LLCs are exempt from them.
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The Bermudian ownership requirement →
How to register one
- Reserve a name. An authorized person must reserve the name before the certificate of formation is filed. Reserving a name →
- Disclose your proposed beneficial owners, being the members, with personal declarations where required.
- Draft the LLC agreement.
- Prepare the certificate of formation. Preparing a certificate of formation →
- Choose a registered office, and a resident representative if required. Choosing a registered office and resident representative →
- File and pay. Registration fees and how to pay →
What we issue
A certificate of filing. 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. The certificate of filing is conclusive evidence of due formation and of the date of formation.
Records you must keep
- a register of members
- a register of managers
- records of account
Beneficial ownership obligations
Every Bermuda LLC 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.
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The beneficial ownership regime: an overview →
What information about this entity is public
A search of the register returns the registered office address, the certificate of formation, the date of registration, information on charges and previous names. Bermuda's central register of beneficial ownership is not public.
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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
Beneficial Ownership Act 2025 | 2025 : 16 · External link