We are pleased to provide a summary of the salient features of
companies incorporated in Bermuda.
[ BACKGROUND ] [ COMPANY FORMATION ]
[ SHARE CAPITAL, TAXATION, LICENCE FEES & COMPLIANCE ]
[ STRUCTURE OF MANAGEMENT ]
|Type of Company
|Common or Civil Law
|Disclosure of Beneficial Owner
|Migration of Domicile Permitted
|Tax on Offshore Profits
|Language of Name
|Minimum Number of Shareholders
|Minimum Number of Directors
|Bearer Shares Allowed
|Corporate Directors Permitted
|Company Secretary Required
|Standard Authorised Share Capital
|Government Register of Directors
|Government Register of Shareholders
|RECURRING GOVERNMENT COSTS
|Minimum Annual Tax/Licence Fee
|Annual Return Filing Fee
Bermuda consists of a group of over 100 small coral islands in the North
Atlantic Ocean, and is not, as believed, part of the Caribbean. It enjoys a sub-tropical
climate, and its terrain consists of low hills separated by fertile depressions. Bermuda
has no rivers or fresh water lakes.
The population of Bermuda is approximately 60,000, made up primarily of
people of European and African origin.
Bermuda is a dependent territory of the United Kingdom, with Queen
Elizabeth II as Chief of State, who is represented by a Governor appointed by the British
INFRASTRUCTURE AND ECONOMY
Although its only natural resource is limestone, Bermuda enjoys one of the
highest per capital incomes in the world. This is due to it having successfully exploited
its location by providing luxury
tourist facilities and financial services. The tourist industry attracts
more than 90% of its business from North America. The industrial sector is small, and
agriculture is severely limited by the lack of land. 80% of all food needs are imported.
The official and spoken language is English.
Bermuda Dollar, is on par with the United States Dollar.
Yes, but Exempt Companies are classified as being non-resident and are
therefore exempted from Exchange Control provisions. However, an Exempt Company cannot use
local currency, other than for the purposes of paying local expenses.
TYPE OF LAW
Common Law based on the English system.
PRINCIPAL CORPORATE LEGISLATION
The Companies Act 1981.
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT
Exempt Companies. All other Companies incorporated in Bermuda must be at
least 60% owned by Bermuda residents.
PROCEDURE TO INCORPORATE
The formation procedure of a Bermuda Company is complex. Initially an
advertisement has to be placed in a local newspaper announcing the intention to
incorporate. The name of the proposed company, together with the objects clauses, has to
be disclosed in the advertisement, confirming also whether the company requires to be
exempt or domestic. An application for consent to incorporate is made to the Bermuda
Monetary Authority; this application should contain the following information:
The name of the company.
The proposed registered office address.
The names and addresses and nationalities of the proposed directors.
The names and addresses and nationalities of the proposed shareholders
and their interest in the proposed company.
The Memorandum of Association detailing the share capital and classes of
Proposed bank account details.
Bank character references relating to the proposed beneficial owners.
The appropriate registry fees.
RESTRICTIONS ON TRADING
A Bermuda Exempt Company may not trade within Bermuda, and may not own
real estate there. A Bermuda Exempt Company may not undertake the business of banking,
insurance, assurance, reinsurance, fund management, collective investment schemes, the
rendering of investment advice or any other activity, which may suggest an association
with the banking and insurance industries. All of the aforementioned activities are
prohibited unless licensed.
POWERS OF COMPANY
A company incorporated in Bermuda has all the powers of a natural person.
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
REGISTERED OFFICE REQUIRED
Yes, must be maintained in Bermuda. The statutory books of the company
must be kept at the registered office, and should be available for public inspection.
shelf COMPANIES AVAILABLE
TIME TO INCORPORATE
Two to Three weeks
Names that are identical to or similar enough to create confusion with
existing companies, or names that imply royal or government patronage. Names which in the
opinion of the Registrar are considered undesirable, offensive or obscene.
LANGUAGE OF NAME
Can be in any language using the Latin alphabet. If a non-English language
name is used, the Registrar may request a certified English translation to satisfy him
that the name is not restricted.
NAMES REQUIRING CONSENT OR A LICENCE
Bank, building society, savings, loans, trust, insurance, assurance,
reinsurance, fund management, investment fund, fiduciary, broker or their foreign language
SUFFIXES TO DENOTE LIMITED LIABILITY
Limited or Ltd.
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
Yes, but very strict secrecy laws prevents the information from becoming
SHARE CAPITAL, TAXATION, LICENCE FEES AND
AUTHORISED SHARE CAPITAL
The standard authorised share capital of a Bermuda exempt company 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 thereafter. The minimum
issued capital is US$ 1.
CLASSES OF SHARES PERMITTED
Registered shares, preference shares, redeemable shares and shares with or
without voting rights.
BEARER SHARES PERMITTED
Bermuda currently has no corporate or income tax. Exempt Bermuda companies
receive a certification of tax exemption and a Government assurance under the Exempt
Undertakings Tax Protection Act 1966, confirming that in the event of Bermuda introducing
a taxation system, exempt companies will be further exempted up to 2016.
DOUBLE TAXATION AGREEMENTS
Bermuda is not a party to any double tax agreements.
A company with an authorised capital up to US$ 12,000 pays the sum of US$
1,680 per annum. Thereafter there is a sliding scale up to a maximum of US$ 25,000 on an
authorised capital more than US$ 500 million.
FINANCIAL STATEMENT REQUIREMENT
Although there is no statutory requirement to file accounts, there should
be sufficient accounting records to enable the directors and shareholders to ascertain the
financial position of the company. The accounting records should be kept at the registered
office address. If they are kept outside Bermuda, copies of all accounting records should
be available for inspection by the directors each quarter.
All Bermuda companies should appoint an auditor, except where the
directors and shareholders have unanimously agreed not to appoint one.
STRUCTURE OF MANAGEMENT
The minimum number of directors is two, who must be natural persons. There
must always be sufficient Bermuda resident directors to form a quorum in Bermuda.
Non-Bermuda directors may be appointed.
The directors must appoint a president and vice-president as officers, who
need not necessarily be directors.
A Bermuda company must appoint a resident company secretary, who must be a
The minimum number of shareholders is one, who can be a corporation or
natural person of any nationality.
every effort has been made to ensure that the details contained herein are correct and
up-to-date, it does not constitute legal or other professional advice. We do not accept
any responsibility, legal or otherwise, for any errors or omissions.
Please go to our Uses of offshore Companies Page where you will
find interesting information on the benefits of using offshore companies and trusts for
business and personal use, links to information on other locations and details of our
products and services.
back to top