Conyers has advised clients they should check to see if they fall within the scope of entities now included by an amendment to the Investment Business Act.

The alert notes that fundamental changes were made to the Act by the Investment Business Amendment Act 2022, which may require the attention of clients whose activities were previously out of scope or subject to minimal exemption requirements under the IBA.

Those now included by their requirement to be registered or licensed under the IBA will need to apply to the Bermuda Monetary Authority for registration or licensing by no later than 26 July.

It is an offence to carry on investment business in or from Bermuda in breach of the requirement to be registered or licensed under the IBA.

Failure to file by the deadline could lead to significant fines and/or imprisonment.

Those now required to file include:

•entities formed or incorporated in Bermuda and carrying on investment business without premises and employees in Bermuda

•entities carrying on investment business within certain previous exemptions (generally, those providing services privately to 20 or fewer persons or only to certain prescribed classes of persons, such as high-net-worth investors, institutional investors or investment funds) that had been provided by the now-repealed Investment Business (Exemptions) Order 2004

•entities engaging in the promotion of investments to the public by way of business in or from Bermuda

Conyers encouraged clients to consider as a matter of priority whether they (or any of their Bermuda entities) carry on “investment business” for the purposes of the IBA, as the application to license or register may take some time to prepare.

Generally, carrying on any of the following activities by way of business will constitute “investment business” (unless a current exclusion applies): dealing in investments; arranging deals in investments; managing investments; investment advice; safeguarding and administering investments; and, promotion of investments to the public.