Bermuda – Company Incorporation
The first step in the registration procedure is we check and reserve your company name with the Registrar of Companies.
Company Incorporation in Bermuda
Bermuda companies fall into two principal categories: companies incorporated by Bermudans to trade primarily in Bermuda and companies incorporated by non-Bermudans for the purpose of conducting business outside Bermuda.
In general terms, the Companies Act restricts an exempted company from conducting business in Bermuda.
Filing of Accounts
A Bermuda exempted company is not generally required to file accounts with the Registrar.
The requirements for the appointment of an auditor and audited financial statements may be waived if all the shareholders and directors agree that there shall be no auditor or audited financial statements.
Company Registration Procedure
- The first step in the registration procedure is the reservation of your company name with the Registrar of Companies
- We then submit the application to incorporate your company to the Bermuda Monetary Authority
- Approval is sought from the Authority for the intended beneficial ownership, details of which are confidential
- Personal Declarations are signed by the beneficial owners
- The Memorandum of Association are prepared and submitted to the Registrar
The signatories to the Memorandum are the provisional directors of the company who act as such until the first board of directors is elected. The provisional directors will have subscribed to the bylaws of the company, will allot the share capital and will convene the statutory meeting, which is deemed to be the first annual general meeting of the shareholders of the company.
At the statutory meeting, the shareholders will confirm the bylaws, elect the first board of directors and appoint auditors. The first board of directors meets immediately following its election for the purposes of, amongst other things, electing the company’s officers for the ensuing year, fixing the company’s financial year end, opening bank accounts, establishing the company’s registered office and dealing with other matters necessary to put the company in a position to commence business.
The authorised share capital of a company may be increased by resolution of the shareholders in general meeting if authorised by the company’s bylaws.
Any exempted company may, if so authorised by its bylaws and the shareholders in general meeting, divide its shares into several classes and attach thereto any preferential or special rights.
The business of a company is managed by its board of directors and the first board of directors is elected at the statutory meeting of the shareholders.
Every officer, in exercising his powers and discharging his duties, must:
- Act honestly and in good faith with a view to the best interests of the company
- Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances