Bermuda - Company Incorporation
The company formation procedure in Bermuda typically takes 5-8 days.
Bermuda consists of 138 islands in the North Atlantic, 1700kms off the coast of Florida, with a population of around 66,000. Bermuda is the oldest territory of the United Kingdom, with the official language is English and with a legal system based on English Common Law. The Island's favourable regulatory, legal and fiscal frameworks combine to make it one of the elite of the world's offshore financial centres.
| 100% foreign ownership is permitted with a Bermuda exempt company, and only one shareholder is required, corporate shareholders are allowed. |
| Unlike many jurisdictions, a Bermuda company presents a first class image internationally as Bermuda is an international financial and banking centre with one of the world's highest per capita incomes. |
| Bermuda's Tax Neutrality System: Bermuda imposes no direct taxation on businesses operating from Bermuda. In essence, there are no income, capital gains or withholding taxes imposed on businesses operating in or from Bermuda. |
| A Bermuda exempt company is not required to submit annual tax returns or audited financial statements. |
Incorporation of Bermuda Exempted Company
An International business company is a company which is exempted from the requirements of the Companies Act of Bermuda, regarding local companies. An exempted company may be 100% foreign owned.
Incorporation Procedure
It is necessary to make an application to the Bermuda Monetary Authority for permission to incorporate the exempted company and to submit a Personal Declaration form for each of the proposed Non-Bermudian beneficial owners who proposes to have an equity interest of 5% or more in the company. Incorporation normally takes five to seven days.
Tax Neutrality
In Bermuda, there are no taxes on profits, income or dividends nor is there any capital gains tax, withholding tax, estate tax or death duty.
Non-Resident Status – Free of Exchange Controls
All exempted companies, with a few exceptions, will be designated by the Bermuda Monetary Authority as non-resident therefore the company will be free to deal in any currency of its choosing, other than resident Bermuda dollars, and will be completely free from all Exchange Control regulations.
Minimum Capital Requirement and Share Structure
The Companies Act, 1981, as amended provides that a company must have at least a minimum capital of US$12,000 and that all shares should have a par value - the minimum share capital of US$12,000 must be subscribed, but there is no requirement that this capital be actually paid up.
Financial Statements - Audits
Bermuda companies are required to have audited financial statements approved by the shareholders at the annual general meeting of the Company, however such audited statements can be waived under the Companies Act if all the shareholders and directors agree to such a waiver.
Corporate Administration Services
- Bermuda resident directors (if required).
- Company Secretary to maintain the corporate records of the client company and maintain the Share Register and Register of Directors and Officers.
- Providing Registered Office.
- Liasing with government departments with respect to annual filings and any changes to the constitutional documents of the company.
- Liasing with banks and other service providers such as accountants and auditors.
The Share Register and Register of Directors and Officers both of which are deemed to be public documents that are open to inspection by members of the public.
Resident Bermuda Directors - Resident Representative
The Companies Act of Bermuda requires that there be a minimum of two representatives of the company who are ordinarily resident in Bermuda.
Restrictions
Bermuda exempted companies are prohibited from carrying on business in Bermuda or holding real property in Bermuda without Government approval. They may only carry on business from Bermuda, which means carrying on business internationally and includes carrying on business with other Bermuda exempted entities.
The Bermuda Monetary Authority carefully scrutinizes the ownership of Bermuda companies and partnerships and has to be satisfied that the persons who wish to form companies and partnerships are persons of integrity and good financial standing:
The name, address, nationality, occupation, date of birth, number and class of shares and percentage of voting rights of the person; and a Personal Declaration Form for each of the proposed Non-Bermudian beneficial owners (direct, intermediate and ultimate) who propose to have an equity interest of 5% or more in the Company. In respect of Partnerships, a Declaration is to be completed by the general partner(s), where the general partner is an individual.