An overseas partnership is a partnership formed outside Bermuda. It may not engage in or carry on any trade or business in Bermuda without a permit from the Minister issued under section 7 of the Overseas Partnerships Act 1995.
At A Glance
| Governing legislation | Overseas Partnerships Act 1995 |
| Separate legal person | Per its governing law. Not created in Bermuda |
| Liability of owners | Per its governing law |
| Local or exempted | Not applicable |
| Name must end in | Per its governing law |
| Evidence of creation | Permit, section 7 |
Key features
A partnership fund, being an overseas partnership having the characteristics of an investment fund, is exempt from the permit requirement where it engages a person in Bermuda to perform specified administrative functions.
A person acting as a partner of an overseas partnership is not, solely by so acting, deemed to be carrying on business in Bermuda.
How to apply for a permit
- Advertise. Within three months before applying, publish an advertisement specifying the partnership name, the names of all general partners, the law governing the partnership, and the general nature of the business.
- Make and severally sign a certificate containing the name, the general partners and their addresses, the resident representative, the registered office in Bermuda, and the governing law.
- Apply to the Minister.
- File your beneficial ownership information.
- Receive your permit.
Records you must keep
Your partnership records are governed by the law under which the partnership was formed. Bermuda does not prescribe how a partnership formed elsewhere keeps its books.
Two things you must keep current in Bermuda. Your beneficial ownership register, on the same basis as a Bermuda partnership, since overseas partnerships came within the regime on 3 November 2025. And the particulars of your resident representative and registered office in Bermuda.
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Beneficial ownership obligations
Overseas partnerships are expressly within the definition of legal person in section 2 of the Beneficial Ownership Act 2025.
Every overseas 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.
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What information about this entity is public
The register of overseas partnerships, your permit and its registration, and the signed certificate filed in support of it, which contains the names and addresses of all general partners, the law governing the partnership, the resident representative and the registered office in Bermuda. We also hold your annual declaration.
Information about the partnership's constitution and ownership in its home jurisdiction is a matter for the register of that jurisdiction. Bermuda's central register of beneficial ownership is not public.
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Legislation
Overseas Partnerships Act 1995 | 1995 : 32 · External link
Beneficial Ownership Act 2025 | 2025 : 16 · External link