A partnership may be registered as an exempted partnership where one or more of its partners is an individual without Bermudian status, a company that is not a local company, or otherwise not Bermudian. An exempted partnership may only conduct business outside Bermuda, from a principal place of business within Bermuda.
At A Glance
| Governing legislation | Exempted Partnerships Act 1992; Partnership Act 1902 |
| Separate legal person | Only if it elects, under section 4A or 4BA of the Partnership Act 1902 |
| Liability of owners | As for the underlying partnership form |
| Local or exempted | Exempted by definition |
| Name must end in | No statutory suffix, unless it is also a limited partnership |
| Evidence of creation | Certificate of registration, section 9(3) |
Whether it is a legal person
The election is made in the certificate of exempted partnership
Where a partnership is both limited and exempted, the declaration is required only in the certificate of exempted partnership. The election is irrevocable.
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What it must do
- have a registered office in Bermuda and a resident representative, both filed with us
- keep audited accounts and business records at its office in Bermuda
- not engage in business with any person in Bermuda, save under a contract to be wholly performed outside Bermuda
- provide expressly in its partnership agreement that the law applicable to it is the law of Bermuda
How to register one
- Reserve a name. Reserving a name →
- Disclose your proposed beneficial owners, being the partners.
- Draft the partnership agreement.
- Make and severally sign the certificate of exempted partnership. Preparing a partnership certificate →
- Appoint a resident representative and choose a registered office. Choosing a registered office and resident representative →
- File and pay. Registration fees and how to pay →
What we issue
A certificate of registration specifying the date of registration. Where the partnership is being registered simultaneously as a limited partnership, we may issue a single certificate.
Records you must keep
- audited accounts and business records, at your office in Bermuda
- a record of your partners
- your beneficial ownership register
Your general partners are filed with us in your certificate of exempted partnership and can be searched online. Your other partners are not filed, so the partnership is the only source for them.
Records outlive the partnership
Records of account must be retained after the partnership is dissolved, together with the beneficial ownership register, so that information about it remains available to competent authorities.
Beneficial ownership obligations
Every exempted partnership 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 certificate of exempted partnership, 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 general partners
RELATED
Filing your annual declaration →
Legislation
Exempted Partnerships Act 1992 | 1992 : 66 · External link
Partnership Act 1902 | 1902 : 10 · External link