Bermuda Stock Exchange (BSX): how it works, who runs it, and what issuers must disclose

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What this exchange is

The Bermuda Stock Exchange (BSX) was established in 1971 and is located in Hamilton, Bermuda. Its ISO 10383 market identifier code — the four-letter tag that data systems use worldwide to label trades — is XBDA.

The Bermudian dollar (BMD), which is pegged one-for-one to the US dollar, is the functional currency of the island, and securities trade in US dollars or Bermudian dollars depending on the instrument.

The exchange specialises in listing and trading of capital market instruments such as stocks, bonds, mutual funds (including hedge fund structures) and depositary receipt programmes. It serves both domestic and international issuers, offering an offshore platform for primary listings and secondary market trading via a central limit-order book, with listing processes that can be completed in as little as two weeks.

Be candid about what this place really is: the domestic share market is small, with a handful of Bermuda-based companies trading at very modest volumes. Domestic equities represent only a small portion of total listings; the main board features a limited number of Bermuda-based issuers, while international equities and debt dominate the exchange’s capitalisation.

The BSX’s real global significance lies elsewhere: it sits uniquely between Europe and the Americas, offering a distinctive offshore advantage for all asset classes supporting the global capital markets.

The BSX is regarded as an internationally recognised exchange for the listing of insurance-linked securities (ILS), equities, collective investment vehicles, debt securities, depositary receipts, derivative warrant securities and data distribution services. It is, in plain terms, the world’s dominant venue for listing catastrophe bonds and other instruments where insurers transfer risk to capital markets — a speciality unlike any other exchange in Latin America or the Caribbean.

Who owns it

The BSX is a wholly-owned subsidiary of Miami International Holdings, Inc. (MIH), a US-based, technology-driven group that builds and operates regulated financial markets across multiple asset classes.

MIH acquired 100% ownership in December 2020, building on an initial controlling interest it first took in 2019. The BSX is not itself listed on any public exchange, and MIH’s own shares are not publicly traded.

Thomas P. Gallagher is Chairman and Chief Executive Officer of MIH, and also serves as Chairman of the BSX.

Greg Wojciechowski is President and Chief Executive Officer of the BSX. The exchange was originally constituted as a members’ organisation; its conversion to a for-profit subsidiary structure was completed under MIH ownership.

Who regulates it

The Bermuda Monetary Authority (BMA) is the integrated regulator of the financial services sector in Bermuda. The BMA operates pursuant to the Bermuda Monetary Authority Act 1969, which gives it the power to supervise, regulate and inspect financial institutions operating in or from within Bermuda, together with the promotion of financial stability.

The BMA also licenses companies and oversees the Bermuda Stock Exchange.

The BMA is empowered to supervise, regulate and inspect financial institutions operating in Bermuda, and enforces compliance with anti-money-laundering and counter-terrorist-financing laws. It can compel a listed company to make immediate public disclosure of price-sensitive events, and can sanction or delist a company that persistently breaches the listing rules.

The BMA’s own website is at bma.bm, and the BSX’s regulatory and issuer announcements are published at bsx.com under the “Regulatory and Issuer News” section.

The BSX is recognised as a designated offshore securities market by the US Securities and Exchange Commission (SEC) and is a full member of the World Federation of Exchanges. It is a regulated listing venue recognised in the US, the UK, Ireland, Canada and Australia, and qualifies for the UK and Ireland Quoted Eurobond Exemption — meaning that non-UK investors in BSX-listed bonds may receive interest without UK withholding tax being deducted.

What trades there

The BSX runs separate boards covering domestic main board companies, domestic small-cap companies, international debt, international companies, insurance-linked securities (ILS) on a dedicated Mezzanine Market, collateralised loan obligation (CLO) domestic debt, investment funds and derivative warrants. This is a richer menu than most Caribbean exchanges, and the structure matters: domestic equities and the ILS market operate under entirely different rules.

The Mezzanine Market provides a form of listed private equity — visibility and marketability of a publicly traded security without the need for a full-scale initial public offering. Issuers on the Mezzanine Market have full exposure on Bloomberg and Reuters, and securities there qualify as “listed”, making them more attractive to institutional investors outside the US who may be limited in the unlisted securities they can hold — though the market is not intended to be highly liquid.

The exchange’s headline share index is the BSX Index, a capitalisation-weighted gauge that measures the performance of BSX-listed domestic equities. The Bermuda Stock Exchange Index is a capitalisation-weighted index which measures the performance of the Bermuda Stock Exchange.

Not published: the BSX’s own website (bsx.com/bsx-index-history) and the BMA’s annual reports do not set out the formal reconstitution schedule or the precise methodology for the index; the BSX publishes historical index data but does not name a third-party calculation agent.

What it takes to list

A new applicant for the domestic Main Board must have an expected initial market capitalisation for all the securities to be listed of at least $10 million (approximately USD 10 million, as the Bermudian dollar trades at parity with the US dollar). Every document submitted to the exchange must be in the English language or accompanied by a certified translation.

The exchange retains absolute discretion to reject any application even where these minimum thresholds are met.

The listing regulations (Section IIA, July 2024) also require a company to publish a formal listing document — what most markets call a prospectus — that discloses the company’s full capital structure, audited financial history, directors’ backgrounds, material contracts and intended use of proceeds. A company applying must appoint an exchange-approved listing sponsor, a regulated firm that certifies to the BSX that the applicant meets all requirements.

Not published: the BSX website (bsx.com/listing-regulations-and-fees) links to a Listing Fee Schedule document, but that PDF was not directly accessible at the time of writing; the exchange directs enquirers to contact it directly for a fee quotation, and no fixed minimum-capital threshold for the Small Cap Board is stated in any publicly available document.

A prospectus is not required in the case of an application by a listed issuer for a further issue of equity securities brought to listing by way of a placing of 20% or less of the existing issued share capital. The listing regulations (Section IIA, Regulation 4.11) require each issuer to incorporate specific mandatory constitutional provisions — covering share transfer procedures, proxy rights and dividend policies — set out in Appendix 3 of the rulebook before shares may be admitted.

What companies must tell you

This is the most important section for any foreign reader, because the answer decides how much you can ever know about a BSX-listed company. Audited annual accounts must be filed within six months of the financial year end.

The accounts must be prepared in accordance with the accounting requirements of the Institute of Chartered Accountants of Bermuda, and any material differences from those standards must be disclosed in the notes — so internationally recognised standards such as IFRS or US GAAP are effectively accepted if differences are flagged.

Listed domestic companies on the Main Board must also publish a six-monthly interim report, covering at least the first half of their financial year, and make a preliminary announcement of full-year results before the audited accounts are filed. The trigger for disclosing a significant event — a merger, a major asset deal, a regulatory action — is set at 20% of the higher of the book value of consolidated net tangible assets or trading profits of the group.

An investor who acquires a beneficial interest in a listed company so as to own or control 5% or more of the shares must notify the exchange — this is what markets call a major-shareholding disclosure threshold. Related-party transactions — deals between the company and its directors, officers or major shareholders — must be disclosed when the amount involved reaches 5% of the higher of net tangible assets or trading profits.

Board pay: Not published: the BSX’s Section IIA listing regulations require a directors’ report to accompany annual accounts, but the regulations as published at bsx.com do not mandate a line-by-line disclosure of individual executive pay; Bermuda company law under the Companies Act 1981 does not independently require public pay disclosure for non-Bermudian residents, and no separate issuer-obligations page on bma.bm provides a stricter rule.

How trading works

The exchange runs a price-discovery session from 08:30 to 09:00 local Bermuda time, followed by continuous trading from 09:00 to 16:30. Bermuda observes Atlantic Standard Time (UTC−4) in winter and Atlantic Daylight Time (UTC−3) in summer, meaning the BSX’s close aligns roughly with the New York close.

The exchange is open Monday to Friday, closed on Bermudian public holidays; the trading calendar published at bsx.com lists approximately 249 to 252 trading days per year.

Prices are formed through a central limit-order book model — the same mechanism used by most modern stock exchanges, where buy and sell orders at specified prices are matched electronically in strict time and price priority. Not published: the BSX’s own trading rules and market-data dissemination pages at bsx.com do not publish an explicit automatic circuit-breaker or price-movement limit for individual equities; the exchange’s rulebook references market surveillance obligations but does not state a published percentage halt threshold.

The BSX does not maintain a formal market-maker structure for domestic equities — that is, no firm is contractually obliged to stand ready to buy or sell at all times. Liquidity in domestic shares is therefore thin, and spreads between buying and selling prices can be wide.

The ILS and debt markets, by contrast, are predominantly institutional and change hands by negotiation between members.

How a trade is settled

The BSX operates a fully-integrated trading, clearing, settlement and depository technology platform. The clearing and central securities depository (CSD) functions are provided through technology developed in collaboration with the Swedish firm Vermiculus, launched in March 2025.

The entity that holds the official record of who owns which securities is the Bermuda Securities Depository (BSD), an in-house unit of the BSX itself.

The BSD facilitates end-to-end operations for issuers and participants, encompassing listing services, electronic trading, clearing, settlement and depository functions as a vertically integrated exchange. BSD participants — such as trading members, custodians, licensed institutions and approved foreign depositories — manage deposits, withdrawals, transfers and reconciliations of eligible securities.

Not published: the BSX’s trading and depository rules pages at bsx.com do not explicitly state the standard settlement cycle (in most comparable markets this is T+2, meaning money and shares change hands two business days after a trade is agreed); the BSX has not published a formal settlement-cycle notice in plain English on its public-facing pages.

Through the BSD, shares can be dematerialised, eliminating the need for physical paper certificates for settlement. Investors who prefer it may still hold paper certificates: every person whose name is entered in the register of members is entitled without charge to receive one certificate for all their shares, and may obtain additional certificates at a maximum charge of $10 (approximately USD 10) per certificate issued after the first.

Short selling, lending and margin

None of these practices exists in any organised or publicly acknowledged form on the BSX’s domestic equity market. The exchange’s listing regulations do not establish a framework for short selling — that is, selling shares you have borrowed in the hope of buying them back cheaper.

There is no published securities-lending programme, no exchange-operated margin-lending facility, and no derivatives market for domestic equity hedging.

This matters practically: without the ability to bet against a share, the market has no built-in mechanism to push an overpriced stock back down. Prices in thin, long-only markets can stay elevated or simply not move for extended periods.

The BSX imposes no diversification requirements and no borrowing restrictions on listed companies themselves, but that is a rule about issuers, not investors, and does not create any mechanism for short-side trading.

Can a foreigner buy here?

Bermuda imposes no general prohibition on foreign ownership of BSX-listed securities. Exempted companies — the corporate form used by most internationally oriented BSX issuers — can be entirely owned by non-Bermudians and are exempt from exchange controls.

A foreign investor therefore does not need to register with the BMA before buying shares in an exempted-company issuer, though they must open an account with a BSX trading member and comply with the member’s own identity-verification requirements.

The tax picture is exceptionally clean for foreigners. Bermuda currently does not impose withholding taxes on any payments, including those related to profits, income, dividends or capital gains.

Capital gains on the disposal of shares are not taxed in Bermuda. Investors must of course declare income and gains in their own home jurisdiction; Bermuda’s position does not override a German, Canadian or Brazilian investor’s domestic tax obligations, and Bermuda has not entered into any double tax agreements, so no treaty relief is available.

Any issue or transfer of shares in exempted companies to non-residents requires prior approval under the Exchange Control Act 1972 unless a general permission has been granted — for example, where the owner is a company listed on an approved exchange. In practice this means that buying shares in a BSX-listed exempted company using normal brokerage channels is covered by standing general permissions, and individual approval is not required for routine secondary-market purchases.

Depositary receipt programmes exist for some issuers and can be traded through international brokers without a local account.

What it costs

Not published: the BSX’s Listing Fee Schedule is referenced on the exchange’s listing-regulations-and-fees page at bsx.com, and an online fee calculator exists for ILS, debt and CLO instruments, but the equity listing fee table is contained in a linked PDF that was not publicly accessible in full text form at time of writing; the exchange invites direct enquiry. What can be confirmed is that trading members pay an application fee of USD 7,500 and annual dues starting at USD 7,500, with higher rates for firms that also act as listing sponsors.

BSD participants (custodians and asset holders) pay annual fees of USD 600 for registrars or transfer agents and USD 1,000 for asset holders.

There is no stamp duty or transaction tax on BSX equity trades. Corporate income tax is nil for most companies, personal income tax is nil, and investment income and capital gains are not taxed — so neither buyer nor seller pays a transaction levy to the Bermuda government on a share trade.

The BSX’s own rules state that issuers and their registrars shall not charge investors any fee for the registration of transfers, splitting of certificates or issuing of certificates.

Where the prices are

Once a trade is executed, trade information is disseminated electronically to key financial information providers, including Bloomberg and Reuters, for worldwide distribution. The BSX publishes a daily list of closing prices and trading activity at bsx.com under “Trading Reports”; the data is free and publicly accessible without registration.

Historical index data is available under “BSX Index History” on the same site.

Both Bloomberg (ticker suffix .BX for domestic equities) and Reuters/Refinitiv carry BSX securities, though coverage depth varies widely: large international companies with a secondary BSX listing are fully covered, while thinly traded domestic equities may show stale or absent data on commercial platforms. The EODHD financial data service carries the exchange under the suffix .BSX.

For ILS instruments, specialist platforms such as Artemis.bm and Trading Risk provide market-specific coverage that general data terminals do not replicate.