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  Professional offshore incorporations and offshore banking services since 1996

 

Company Incorporation
Bermuda

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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 ]


CORPORATE FEATURES

GENERAL
Type of Company

Exempt

Political Stability

Good

Common or Civil Law

Common

Disclosure of Beneficial Owner

Yes

Migration of Domicile Permitted

Yes

Tax on Offshore Profits

Nil

Language of Name

Latin Alphabet

CORPORATE REQUIREMENTS
Minimum Number of Shareholders

One

Minimum Number of Directors

Two

Bearer Shares Allowed

No

Corporate Directors Permitted

No

Company Secretary Required

Yes

Standard Authorised Share Capital

US$ 12,000

LOCAL REQUIREMENTS
Registered Office/Agent

Yes

Company Secretary

Yes

Local Directors

Yes

Local Meetings

Yes

Government Register of Directors

No

Government Register of Shareholders

Yes

ANNUAL REQUIREMENTS
Annual Return

No

Submit Accounts

No

RECURRING GOVERNMENT COSTS
Minimum Annual Tax/Licence Fee

US$ 1,680

Annual Return Filing Fee

N/A


GENERAL INFORMATION

 

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.

 

POPULATION

The population of Bermuda is approximately 60,000, made up primarily of people of European and African origin.

 

POLITICAL STRUCTURE

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 Government.

 

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.

 

LANGUAGE

The official and spoken language is English.

 

CURRENCY

Bermuda Dollar, is on par with the United States Dollar.

 

EXCHANGE CONTROL

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.


COMPANY FORMATION

 

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 shares.

  • 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

English.

 

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

No.

 

TIME TO INCORPORATE

Two to Three weeks

 

NAME RESTRICTIONS

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 equivalents.

 

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 public knowledge.


SHARE CAPITAL, TAXATION, LICENCE FEES AND COMPLIANCE MATTERS

 

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

No.

 

TAXATION

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.

 

LICENCE FEES

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

 

DIRECTORS

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.

COMPANY SECRETARY

A Bermuda company must appoint a resident company secretary, who must be a natural person.

SHAREHOLDERS

The minimum number of shareholders is one, who can be a corporation or natural person of any nationality.


ORDER


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Whilst 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.

 

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