Barbados – New Mandatory UBO Registration Introduced

Barbados has introduced a new beneficial ownership registration regime, requiring entities to formally register Ultimate Beneficial Owner (UBO) information in addition to maintaining an internal UBO register. The new requirements took effect on the 1^st of September 2026 and require both existing and newly incorporated entities to submit beneficial ownership information to the authorities.

The legislation represents a significant expansion of Barbados’ beneficial ownership framework. While many entities were already required to maintain internal records identifying their beneficial owners, the new regime introduces a formal registration requirement together with ongoing reporting obligations and substantial penalties for non-compliance.

Regulatory Background

The new framework requires entities to provide beneficial ownership information to the relevant authorities and maintain that information on an ongoing basis.

Existing entities must complete their initial UBO registration within three months of the legislation coming into force on the 1^st of September 2026. Entities incorporated after that date will be required to submit beneficial ownership information, supporting records and related documentation as part of the incorporation or registration process.

The regime is intended to strengthen transparency around legal ownership and control of entities operating in Barbados while aligning with broader international standards relating to beneficial ownership reporting.

Applicability and Scope

The requirements apply to a broad range of legal entities, including:

• Companies
• Societies with restricted liability
• Limited partnerships
• External companies registered in Barbados
• Other legally recognised entities

For existing entities, beneficial ownership information must be registered within three months of the 1^st of September 2026.

For newly formed entities, beneficial ownership details must generally be submitted as part of the incorporation or registration process.

Definition of a UBO

Under the new regime, a UBO is generally an individual who directly or indirectly:

• Owns or controls 20% or more of an entity’s shares, voting rights or partnership interests
• Exercises ultimate control over management
• Holds contractual or other rights that provide effective control
• Controls shareholder agreements, veto rights or director appointment and removal powers

The rules are intended to identify the natural person who ultimately owns or controls the entity, whether ownership or control is exercised directly or indirectly.

Information Required and Ongoing Obligations

Entities will be required to maintain and register detailed information relating to each UBO, including:

• Full legal name
• Date of birth
• Nationality
• Residential address and contact details
• Address for service of notices
• Nature, extent and mechanism of control
• Date on which the individual became or ceased to be a UBO
• Politically Exposed Person (PEP) status
• Identification documentation, such as passport or national identification details

Where no beneficial owner can be identified after reasonable efforts have been undertaken, the entity’s senior managing official must be reported. However, the obligation to continue seeking the true beneficial owner remains.

The framework also introduces ongoing compliance requirements. Annual filings will be required, and any change to beneficial ownership information must generally be reported within 14 days.

Public Access to UBO Information

UBO information submitted under the new regime will not be publicly available.

Risks of Non-Compliance

The legislation introduces significant penalties for entities and individuals that fail to comply with the new requirements. Potential consequences may include:

• Administrative fines of up to $10,000 for failures relating to record-keeping obligations
• Daily fines of $500 per day for late filing of changes
• Fines of up to $200,000 and/or imprisonment of up to seven years for offences involving false information, obstruction or concealment
• Fines of up to $40,000 and/or imprisonment of up to 12 months for confidentiality-related breaches
• Regulatory warnings or restrictions on activities
• Strike-off or deregistration for persistent non-compliance

Given the scope of the penalties and the relatively short reporting timelines, entities should review their ownership structures and beneficial ownership information well in advance of the implementation date.

How Mercator® by Citco (Mercator) Can Help

Mercator can assist with:

• Identifying reportable beneficial owners
• Reviewing ownership and control structures
• Preparing required UBO information and supporting documentation
• Coordinating initial registrations
• Supporting annual compliance requirements and ongoing updates
• Assisting with changes to beneficial ownership information

For assistance, please contact [email protected]