Bermuda - Exempt Company Incorporation

Company Type	Time to Incorporate	Cost
Exempt	3-5 days	£5820

The company formation procedure in Bermuda typically takes 3 to 5 days.

Formation Procedure

The first step in the registration procedure is the reservation of your company name with the Registrar of Companies.

Then we submit an application to form your Exempt Company to the Bermuda Monetary Authority, this includes:

• Your proposed company name
• Proposed registered office address
• Nature of intended business
• Names, addresses and nationalities of the proposed directors
• Names, addresses and nationalities of the proposed shareholders and their shareholding

Personal Declarations are then signed by the proposed shareholders of the company.

We draft your company Memorandum of Association and submit to the Registrar. They include the share capital of your company, shares par value, objects of the company.

The consent of the Minister of Finance is required only in respect of companies which plan to engage in restricted activities like banking, investment business, trust business.

Share Capital

The standard authorised share capital of a Bermuda exempt company is US$12,000 divided in to 12,000 ordinary voting shares of US$1, which is the maximum capital for the minimum capital duty payable on incorporation and annually thereafter.

Licence Fees

A company with an authorised capital less than US$12,000 pays an annual capital fee.

Directors

The minimum number of directors is two, who must be individuals. 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 or chairman and deputy chairman as officers, who must also be a director of the company.

Company Secretary

A Bermuda company must appoint a resident company secretary, who must be an individual.

Shareholders

100% foreign ownership is permitted with a Bermuda exempt company, and only one shareholder is required, corporate shareholders are allowed.

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.

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-Bermudan beneficial owners who proposes to have an equity interest of 5% or more in the company.

Tax Neutrality

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 registered representative
• 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
• Liaise with government departments with respect to annual filings and any changes to the constitutional documents of the company
• Liaise with banks and other service providers such as accountants and auditors

The Share Register and Register of Directors 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 on Trading

A Bermuda Exempt Company may not trade in 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.

The Bermuda Monetary Authority carefully checks 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.