We do not simply file what you send us. Before an entity goes on the register we check that it will comply with its governing Act, and we verify the people behind it.
What we verify
- that the name is available and not undesirable
- that the constitutional document contains everything its Act requires
- that the entity will be in compliance with its governing Act
- that any restricted activity has the Minister's consent, and that no prohibited activity is proposed
- the beneficial owners disclosed on the filing
- for a partnership, the persons who are to be the general partners
There is no separate prior approval step
The application, the constitutional documents and the beneficial ownership information are filed together, and we verify and register at that point. Descriptions of a prior approval by the Bermuda Monetary Authority describe the position before 3 November 2025.
Proposed beneficial owners
We verify the beneficial owners disclosed on the filing before the entity is registered, and we verify the beneficial ownership information filed with us afterwards, so that what the central register holds is adequate, accurate and current.
This is the function that moved to us from the Bermuda Monetary Authority on 3 November 2025, together with the central register itself.
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Proposed general partners
For an exempted partnership or an exempted limited partnership we verify the persons who are to be the general partners. This replaces the approval formerly given by the Bermuda Monetary Authority under section 5 of the Limited Partnership Act 1883 and section 8 of the Exempted Partnerships Act 1992.
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If we refuse
Where we are of the opinion that the purpose of a proposed company limited by guarantee is not one the Act permits, we must refuse to register it, and an appeal lies to the Minister whose decision is final.
A refusal to register a limited liability company need not be reasoned and is not appealable.
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