Bermuda’s Legislative Leadership: An Offshore First In Purpose-Driven Business And Sustainable Investments 

In recent years, the global business landscape has undergone a profound shift. Families and socially conscious investors increasingly expect operating companies to do more than generate profits—they want them to address social, environmental, and governance challenges. Two models have emerged to facilitate this transformation: Benefit Companies and Certified B Corporations (B Corps). 

In September 2025, Bermuda became the first offshore jurisdiction to enact legislation supporting both models, positioning itself as a leader in stakeholder capitalism and sustainable finance. It also makes Bermuda an ideal jurisdiction for onshore Benefit Companies or B Corps to establish offshore subsidiaries. 

Benefit Companies vs B Corps: Clarifying The Differences 

While Benefit Companies and B Corps are often mentioned together in discussions about ethical and sustainable business, they are not the same. They represent two distinct frameworks—one legal, the other certification-based—that support companies in pursuing purpose alongside profit. Bermuda’s legislation permits a Bermuda company, LLC, or limited partnership, to elect to become a Benefit Company and/or a B Corp. 

Legal Status vs Certification 

Feature	Benefit Company	B Corp
Nature	Legal business structure	Voluntary certification
Created by	Legislation – Bermuda, 35 US states, Italy, France, Colombia, British Columbia (Canada); pilot programs in Argentina, Spain, Germany, and the Netherlands	B Lab, a nonprofit organisation
Legal recognition	Yes—recognised in corporate law	No—recognised through third-party standards
Can a company be both?	Yes	Yes

Governance And Fiduciary Duties 

Feature	Benefit Company	B Corp
Board duties	Must consider impact on stakeholders such as employees, customers, society, and the environment	Encouraged to consider stakeholders, but not legally required unless also a Benefit Company
Legal protection for directors	Yes	No (unless also a Benefit Company)

Reporting And Transparency 

Feature	Benefit Company	B Corp
Reporting requirement	Annual benefit report (often using a third-party standard). Bermuda offers flexibility to waive or reduce frequency.	Public B Impact Report on B Lab’s website
Assessment standard	Varies by jurisdiction. In Bermuda, companies may choose whether to apply a third-party standard.	B Impact Assessment (standardised across industries)

Scope And Applicability 

Feature	Benefit Company	B Corp
Who can become one?	Only entities in jurisdictions with enabling legislation	Any company globally, regardless of legal structure
Global reach	Limited to jurisdictions with legislation (eg Bermuda, US, Canada)	Global—certification available in over 70 countries

Strategic Use Cases 

Use Case	Benefit Company	B Corp
Legal mission protection	✔️ Ideal for founders who want to legally protect their mission, especially during fundraising or acquisition	❌ (unless also a Benefit Company)
Brand and marketing value	Moderate	High—B Corp is a recognised global brand
Investor signaling	Strong for impact and ESG-aligned investors	Strong for impact investors and ESG funds
Exit planning / M&A	Protects mission during ownership changes	Certification may lapse unless maintained

Why Special Legislation Is Required 

Traditional corporate law prioritises shareholder primacy. Directors who make decisions based on social or environmental concerns risk breaching fiduciary duties. Benefit Company legislation resolves this conflict by: 

• Expanding fiduciary duties to include stakeholders. 

• Providing legal clarity for directors pursuing public benefit. 

• Creating enforceable obligations for transparency and accountability. 

Without such legislation, companies may be vulnerable to shareholder lawsuits for pursuing non-financial goals. 

Bermuda’s Legislative Breakthrough 

In September 2025, Bermuda enacted the Benefit Entities Act 2025, becoming the first offshore jurisdiction to offer a legal framework for Benefit Companies, LLCs, and Limited Partnerships. This legislation is groundbreaking in several ways: 

Key Provisions 

• Entity flexibility: Applies to companies, LLCs, and LPs—broader than most jurisdictions.  

• Optional specific benefit: Entities may choose whether to define a specific public benefit. 

• Triple bottom line: Promotes a focus on profit, people, and planet. 

• Annual reporting: Requires reporting on public benefit and sustainable operations. 

Strategic Impact 

Bermuda’s legislation positions it as a jurisdiction of choice for: 

• Socially conscious entrepreneurs seeking legal protection for mission-driven businesses  

• Family offices and private investors interested in ESG-aligned structures  

• Global companies seeking offshore incorporation or subsidiaries with purpose-driven governance  

This framework supports stakeholder capitalism, enabling companies to balance short-term profits with long-term value creation. 

Comparison Of Bermuda Legislation To US And UK 

United States 

Benefit Corporation laws exist in over 35 states. Delaware’s Public Benefit Corporation (PBC) model is the most prominent. 

• Mandatory public benefit: Delaware PBCs must identify a specific public benefit. 

• Biennial reporting: Reports required every two years. 

• Limited entity types: Only corporations can be PBCs. 

Bermuda’s model is more flexible, allowing multiple entity types, and optional benefit specification and reporting. 

United Kingdom 

The UK offers Community Interest Companies (CICs), which must: 

• Pass a community interest test. 

• Cap dividends and asset transfers. 

• File annual community interest reports. 

Unlike CICs, Bermuda Benefit Entities are for-profit and not subject to dividend caps, making them more attractive to impact-focused investors. 

ESG/Sustainable Investing Comes To Trust Law 

Alongside the Benefit Entities Act, Bermuda passed the Trustee Amendment Act 2025, modernising its trust law to reflect evolving values in wealth management. Insofar as such wishes or views may be known to the trustee, from time to time they may consider the wishes of beneficiaries and settlors in respect of investment strategies that align with their views regarding: 

• The impact of investments on the environment, wider society in Bermuda or overseas, and otherwise whether in Bermuda or overseas.  

• Appropriate governance related to investments. 

Key Changes 

• Expanded fiduciary scope: Statutorily provides that trustees may consider non-financial factors when investing trust funds, including ESG criteria. 

• Stakeholder inclusion: Trustees can factor in the wishes of settlors and beneficiaries. 

• Governance considerations: Trustees may evaluate governance practices of investment targets. 

This reform empowers trustees to align trust investments with ethical and sustainable goals of the settlor and/or beneficiaries, reflecting the growing demand for responsible stewardship of private wealth. 

Industry Support 

The legislation received broad support from Bermuda’s trust sector, which sees it as a competitive advantage in attracting ESG-conscious clients. It also aligns Bermuda with global trends in sustainable finance and responsible investing. 
 

Case Studies: Purpose In Practice 

• Patagonia (USA): A Delaware PBC and certified B Corp. Donates one per cent of sales to environmental causes and uses its legal structure to protect its mission—even after transferring ownership to a climate-focused trust.  

• Kickstarter (USA): The crowdfunding platform became a Benefit Corporation to legally protect its mission of supporting creative projects 

• Once Upon a Farm (USA): A children’s nutrition company that is both a Benefit Corporation and a B Corp, integrating fair labour, sustainable sourcing, and wellness.  

• Bermuda-Based Family Office (Hypothetical): The family could establish a Family Trust that holds a Benefit LP/Company to manage impact investments. Pursuant to the provisions of the Trustee Amendment Act 2025, the trustee of the Family Trust would not be compelled to maximise profits, but could consider the views of the settlor and beneficiaries on impact investments without legal risk.   

The new legislation facilitates: 

• Alignment with settlor values without fiduciary conflict. 

• Flexibility in portfolio construction to include ESG and impact assets. 

• Competitive differentiation in wealth management. 

Bermuda’s Role In The Future Of Capitalism 

With the Benefit Entities Act 2025 and the Trustee Amendment Act 2025, Bermuda has redefined its role in global finance. These reforms enable businesses to legally pursue purpose alongside profit, empower trustees to invest responsibly and ethically, and position Bermuda as a leader in stakeholder capitalism and sustainable finance  

As ESG and impact investing continue to shape global markets, Bermuda’s pioneering legislation offers a compelling model for jurisdictions seeking to balance prosperity with purpose.