Bermuda Company Formations
Companies incorporated by non-residents for conducting business outside of Bermuda are Exempted Companies. These companies 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 and 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 Bermuda. Exempted companies are not subject to currency controls or capital controls and are free from all forms of taxation.
Bermuda Fees to Incorporate
- Company Formation – £2800
- Bermuda Monetary Authority – US$2095
- Tax Exemption Certificate – US$425
- Government Registration Fee – US$90
- Provision of Registered Office and Resident Representative – £1800
- Resident Company Secretary required – £3000
Bermuda 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 Fees
- 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
Bermuda Exempt Company Features
The Bermuda Monetary Authority 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.
- 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.
Bermuda Company Directors and Resident Representatives
Bermuda companies require only one director, who need not be a Bermuda resident.
However, the Companies Act 1981 requires a Bermuda company must have at least one Bermuda resident statutory officer, and if there are no Bermuda resident directors then at least the secretary or an additional officer known as the Resident Representative must be resident in Bermuda.
A Bermuda company must appoint a resident company secretary or a resident representative which, we can supply.
Company Foreign Ownership and Shareholders
100% foreign ownership is permitted with a Bermuda exempt company not conducting local business. Only one shareholder is required.
Authorised and Issued Share Capital
- The standard share capital is US$12,000 divided in to 12,000 common voting shares of US$ 1, which is the maximum capital for the minimum capital duty payable on incorporation and annually there after. The minimum issued capital is US$ 1.
- Shares can be dominated in US$, GBP £, Euro €, or other major currencies.
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.
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 Annual Maintenance Fees
Payment of annual maintenance fees are due on the 1st January, regardless of the company incorporation date.
- 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
Bermuda Ready Made Company
Unfortunately, ready made companies are not available in Bermuda.