Bermuda Company Formations

When it comes to Bermuda company formations, non-residents can seamlessly incorporate their businesses as Exempt Companies. These Exempt Companies are ideal for conducting business outside of Bermuda, as they are not bound by Bermuda’s residency ownership requirements, which mandate that at least 60% of a company must be owned by residents.

The Companies Act 1981, along with its recent amendments, is the principal statute governing Bermuda company formations. These updates have streamlined the incorporation process, making it easier than ever to establish your business in Bermuda.

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 exempt 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.

• Regulatory Approval: All Bermuda Exempt Company formations require approval from the Bermuda Monetary Authority.
• Director Requirements: Only one director of any nationality is needed, simplifying governance.
• Business Activities: Primarily used for investment holding, ensuring focused business operations.
• Registered Office: Maintain a registered office in Bermuda, provided by our services.
• Comprehensive Records: Keep corporate records and registers of officers and directors at the registered office.
• Flexible Share Certificates: Shares can be denominated in major currencies such as USD, GBP, or EUR.
• Bermuda Exempt Company Incorporation

Detailed Steps for Bermuda Company Formations

• Reserve Your Company Name: Start by reserving your company name with the Registrar of Companies.
• Submit Application: Apply for your Exempt Company formation with the Bermuda Monetary Authority, including details like company name, registered office, business activities, and shareholders.
• Prepare Declarations: Shareholders prepare and sign personal declarations.
• Draft Memorandum of Association: Create the Memorandum of Association outlining share capital, share par value, and company objectives.
• File with Registrar: Submit the Memorandum to the Registrar.
• Appoint Directors: Officially appoint directors for your Bermuda company.
• Obtain Government Approvals: Secure necessary government fees and permits for incorporation.
• Issue Shares: Distribute shares and produce Share Certificates.
• Professional Delivery: Ensure all documents are professionally organized and delivered via reliable courier services.

Company Secretary

A Bermuda company must appoint a resident company secretary or a resident representative which we will 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.

Registered Office

All Bermuda company formations must include a registered office within Bermuda, which we provide. The share register, register of directors, and minute book are maintained at your company’s registered office.

Non-Resident Status – Free of Exchange Controls

The Companies Act restricts an exempt 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.

Annual Reporting

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

Filing of Accounts

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

Bermuda Annual Compliance fees

Payment of compliance 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

For expert assistance with Bermuda company formations, contact us today to request a quotation and begin establishing your business in one of the world’s most favorable offshore jurisdictions.