Bermuda Company Formations

Bermuda Company Incorporation

Bermuda - Exempt Company Formations

Companies incorporated by non residents for conducting business outside of Bermuda are Exempted Companies, they are exempted from provisions of Bermuda law which stipulate that at least 60% must be owned by residents.

The principal statue governing the formation and operation of Bermuda companies is the Companies Act 1981, recent amendments to the Act have simplified the incorporation procedure.

Exempted Companies are owned by non-Bermudans and may carry on business from within Bermuda only in connection with transactions and activities outside this jurisdiction.

By virtue of the Companies Act 1981 an Exempt Company enjoys substantial advantages, it is not subject to currency controls or capital controls and is free from all forms of taxation.

Company Registration

  • Reserving your Company Name
  • Liaising with the local registrar and relevant authorities
  • Structuring the company as per your requirements
  • Prepare your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • File the documents with the Bermuda Monetary Authority
  • Government filing fee on registration of the company
  • Appoint the Directors
  • Government Fee
  • Government application fee for Tax Exemption
  • Government consent permit to incorporate
  • Certificate of Incorporation
  • Issue of shares and production of Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier

Feature of a Exempt Company

The Bermuda Monetary Authority (BMA) must approve the incorporation of all Bermuda exempted companies.

The consent of the Minister of Finance to incorporate a company is only required for companies that engage in investment business; trust business; mutual fund business; deposit taking, money services and insurance.

  • Taxation - Bermuda exempted companies are granted as exemption from all forms of taxation in Bermuda until 2016
  • Directors - only one director of any nationality, is necessary for your company
  • Business Activity - the most common business activity of exempted companies is investment holding
  • Must have a registered office in Bermuda - which we can provide
  • Corporate records and the register of officers and directors must keep at its registered office
  • Upon the issue of shares the names and addresses of the shareholders must be entered on the share register
  • Share certificates may be denominated in any currency

Bermuda - Exempt Company Incorporation

The first step in the registration procedure is the reservation of your company name with the Registrar of Companies.

We then submit an application to form for your Exempt Company to the Bermuda Monetary Authority, this includes:

  • Your proposed company name
  • Registered Office address
  • Intended business activities
  • Shareholders of the company

Personal declarations are then prepared and signed by the shareholders of the company.

We then draft your company Memorandum of Association and submit to the Registrar, this includes the share capital of your company, shares par value, objects of the company.

Authorised and Issued Share Capital

The minimum share capital of a Bermuda company is $1 and shares of no par value are not permitted.

Company Directors & Resident Representatives

Bermuda companies require only one director, which need not be a Bermuda resident.

The Companies Act 1981 requires either one Bermuda Resident Director, Secretary or Resident Representative, who can be individuals or companies.

Company Secretary

A Bermuda company must appoint a resident company secretary or a resident representative which, we can supply.

Company Shareholders

100% foreign ownership is permitted with a Bermuda exempt company, and only one shareholder is required.

Registered Office

Companies incorporated in Bermuda must maintain a registered office within Bermuda, we can provide this additional service.

The share register, register of directors, minute book are kept at the registered office of your company in Bermuda.

Non-Resident Status – Free of Exchange Controls

The Companies Act restricts an exempted company from carrying on business in Bermuda. All exempted companies, will be designated by the Bermuda Monetary Authority as non-resident and will be free to deal in any currency other than the Bermuda dollars, and will be free from Exchange Control regulations.

Bermuda - Taxation

In Bermuda there are no taxes on profits, income or dividends, nor is there any capital gains tax, estate duty or death duty. Profits can be accumulated and it is not obligatory to pay dividends.

The Bermuda Government Minister is authorised to give an assurance to an exempted company that “in the event of there being enacted in these Islands any legislation imposing tax computed on profits or income or computed on any capital asset, gain or appreciation, then the imposition of any such tax shall not be applicable to such entities”.

The only tax imposed on an exempted company so long as it does not have employees in Bermuda is an annual government fee, the first payment of which is made immediately upon incorporation and subsequent payments of which are made in January of each year.

Double Taxation Agreements

Bermuda is not a party to any double tax agreements.

Annual Reporting

No annual return of shareholders is made although underlying beneficial interests are disclosed at incorporation

Filing of Accounts

A Bermuda exempted company is not required to file accounts with the Registrar.

Bermuda Ready Made Company

Unfortunately, ready made companies are not available in Bermuda.

Bermuda Exempt Company Formation
  • Reserving your Company Name
  • Liaising with the local registrar and relevant authorities
  • Structuring the company as per your requirements
  • Prepare your Company Registration Forms
  • Drafting the Articles of Association / Statutes
  • File the documents with the Bermuda Monetary Authority
  • Government filing fee on registration of the company
  • Appoint the Directors
  • Minutes appointing first Directors
  • Preparation of the first minutes of Board Meeting
  • Government Fee based on share capital of $12,000
  • Government application fee for Tax Exemption to 2016
  • Government consent permit to incorporate
  • Certificate of Incorporation
  • Issue of shares and production of Share Certificates
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier

Additional Services

 
Assistance with opening a Bank Account - £580  

Annual Renewal Fees

 
Provision of the Registered Office and Registered Agent in Bermuda
  • Compliance with local domicile requirements
  • Payment of Government Fees
  • Maintaining statutory records
  • Maintenance of Shareholder Register
  • Maintenance of Director Register
  • Statutory Due-Diligence
  • Ensuring that your company is kept in good standing through payment of the annual government fee and filing of annual documents
 
Annual Government Licence Fee  
Ask System Day
only required if you wish us to call you back
Bermuda fees to Incorporate
  • Time - 5 - 7 days to incorporate your Bermuda company
  • Company Formation - £3800
  • Registered Office Fee - £2400
  • Company Secretary required - £3600
Bermuda Advantages
  • Directors - only 1 director of any nationality is necessary for your company
  • Shareholders - only 1 shareholder is required
  • Share Capital - there are no minimum share capital requirement
  • Company Secretary - a resident company secretary is required
  • Support - using our 20 years experience we guide you throughout every step of the company formation process