Bermuda Beneficial Ownership Act 2025
The Beneficial Ownership Act 2025 (BOA) has been enacted in Bermuda, having received assent on 28 September 2025, and is expected to come into operation on or around 3 November 2025 along with related Regulations and Guidance Notes. The purpose of the BOA is to establish a comprehensive framework for the identification, registration, and disclosure of beneficial ownership of legal persons in Bermuda, and it will replace similar provisions in various existing legislation, including the Companies Act 1981 and the Partnership Act 1902. Funds that are registered or authorised under the Investment Funds Act 2006 (along with various other BMA-regulated entities) are currently exempted from the requirement to maintain a beneficial ownership register under applicable legislation. However, no such exemption is planned under the BOA and, accordingly, we are expecting that Bermuda registered and authorised funds will need to establish and maintain beneficial ownership registers for the first time under the BOA. It should be noted that the threshold for being considered a “beneficial owner” under the BOA is expected to be 25%. As such, investors holding less than a 25% interest in a fund generally would not qualify and would not need to appear in the register of beneficial owners. Conyers will be able to assist clients with advice and taking any necessary steps when the BOA comes into operation.
Bermuda Monetary Authority Consultation Paper
In September 2025, the Bermuda Monetary Authority (BMA) issued a Consultation Paper titled “Framework Enhancements Introducing Sustainability Disclosures and Prohibition on the Use of Misleading Fund Names” (Consultation Paper) seeking input on proposals to introduce certain amendments to the Investment Funds Act 2006 (IFA). According to the Consultation Paper, these proposed amendments would primarily (i) require Bermuda registered and authorised funds that claim to be “sustainable” or to have sustainable investment strategies, to provide additional disclosures, including material sustainability risk disclosures, in fund offering documents and (ii) prohibit the use of misleading names by Bermuda registered and authorised funds, to codify existing BMA practices. Notwithstanding the focus on ESG matters, the Consultation Paper suggests there may be changes that apply to funds more generally. In particular, the Consultation Paper contains a more general statement that the Authority intends to focus on certain product-level disclosures which are considered foundational, to ensure that Bermuda’s funds regime is aligned with evolving global standards. Additionally, the proposed prohibition of misleading fund names is not specific to ESG-related names- as an example, the Consultation Paper notes that the amendments would prohibit a fund that does not invest in insurance-linked securities from including “insurance-linked securities” or “ILS” in its name. Conyers will be able to advise further on any proposed legislative amendments arising out of the consultation if and when implemented.
BVI – Launch of a British Virgin Islands Tokenised Fund
Conyers has recently advised Mantle in connection with the launch of the Index Four (MI4) Fund as a tokenised fund domiciled in the British Virgin Islands. Mantle is a leading blockchain ecosystem at the forefront of decentralized finance (DeFi) and MI4 fills a key market gap, namely an institutional-grade crypto product with native yield generation, structured within a traditional fund format.
MI4 Fund is structured as a British Virgin Islands limited partnership and is managed by Mantle Guard Limited (a newly established investment manager). Conyers acted as legal counsel to MI4 Fund and its investment manager as to British Virgin Islands law in connection with the fund launch and the regulatory matters.
Partner and Global Head of Investment Funds Piers Alexander, Senior Associate Flora Zeng, both of the Hong Kong office, and Counsel Nicholas Kuria of the BVI office advised on the matter.
Cayman – Tokenized Funds
It is hard to escape the web3 and digital assets hype these days, and over the last 12 months, we’ve seen an increase in manager queries on tokenized funds. In simple terms, a tokenized fund is an investment fund that uses blockchain technology to issue digital tokens to represent ownership interests. There are a few reasons for doing so, including marketing and appeal to an investor class that are keen on blockchain technology, and also other operational efficiencies that blockchain technology can provide to fund managers. The most interesting use case being that it would in the future potentially create a more liquid market for these types of interests.
The Cayman Islands has been the incumbent jurisdiction of choice for many web3 and digital assets projects and the government has also embraced regulation of the industry by introducing a Virtual Asset (Service Providers) Act (VASP Act) a few years ago now.
The VASP Act governs many digital asset activities, and recent legislative amendments have been passed to clarify that entities already registered or required to register under the Mutual Funds Act or the Private Funds Act, are no longer required to also register under the VASP regime. This change eliminates the previous ambiguity around dual registration and confirms that tokenized funds fall outside the scope of the VASP Act. The move is widely welcomed by fund managers and investors, as it reduces regulatory burden, accelerates fund launches, and reinforces the Cayman Islands’ position as a leading jurisdiction for digital asset innovation.
To address the growing interest in tokenized structures, there have been amendments proposed for the Private Funds Act and the Mutual Funds Act. Currently, the Cayman Islands Government is considering industry feedback to align any proposed new rules with existing industry practices and operational realities. Further updates are expected as the legislative drafting stage progresses, and we will continue to monitor and report developments closely.
