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.
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.
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:
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 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.
100% foreign ownership is permitted with a Bermuda exempt company not conducting local business. Only one shareholder is required.
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.
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.
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
A Bermuda exempted company is not required to file accounts with the Registrar.
Payment of annual maintenance fees are due on the 1st January, regardless of the company incorporation date.
Unfortunately, ready made companies are not available in Bermuda.