Bermuda Offshore Company Formation

Bermuda offshore company

Bermuda is regarded as one of the top international financial centers of the world and is therefore regarded as an attractive choice amongst investors for offshore company formation. One of the major advantages of Bermuda offshore company formation is the low tax rates implemented, including corporate taxation, payroll taxes and consumption taxes. In addition, Bermuda offshore company formation offers high levels of confidentiality and privacy with regards to all company records.


Requirements for Bermuda Company Formation

Legal form: The principal statute governing the formation and operation of Bermuda companies is The Companies Act 1981 (“the Act”). There are 4 types of Company that can be incorporated in Bermuda, each having different constitutional characteristics: A Company Limited by Shares -This is the most common type of company incorporated under Bermuda law; A Company Incorporated with Unlimited Liability; A Company Limited by Guarantee and Limited Duration Companies.

The most popular form of company in Bermuda used by foreign investors is a Bermuda exempted company. An exempted company is one which is exempt from provisions of Bermuda law applying to local companies which, among other things, restricts the portion of share capital which may be owned by non-Bermudians. Thus, exempted companies are predominantly owned by non-Bermudians and, although incorporated in Bermuda, may carry on business from within Bermuda, normally only in connection with transactions and activities external to Bermuda. Under Section 129A of the Companies Act 1981, applications may be made to the Minister of Finance for permission to carry out business in Bermuda.

Name of the company: The proposed name of a company can be reserved with the Registrar of Companies, up to three months prior to incorporation. No company may be registered with a name which, in the opinion of the Registrar, is undesirable or which: is identical to or resembles the name by which another company is already registered or incorporated in Bermuda; contains the words “Chamber of Commerce” or suggests the patronage of Her majesty or any member of the Royal Family; contains the word “municipal” or “chartered”; contains the word “co-operative”; contains the words “building society”; contains the word “bank” (section 57 of The Banks and Deposit Companies Act 1999);contains the word “bank” (section 57 of The Banks and Deposit Companies Act 1999); does not contain the word “Limited” in the case of a company limited by shares; or ends with the word “Limited” where the company is formed with unlimited liability. If at any time after a company has been registered it appears to the Registrar that a company’s name is undesirable, the Registrar may notify and direct the company to change its name.

Formation procedure: The formation procedure of a Bermuda Company is complex. Initially an advertisement must be placed in a local newspaper announcing the intention to incorporate. The name of the proposed company, together with the object’s 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 and the appropriate registry fees.

Shareholders: A Bermuda exempted company must have at least one member, (or shareholder). Upon the issue of shares the names and addresses of the members must be entered on the share register. The share certificates may be denominated in any currency.

The share capital: The minimum share capital of an exempted company is US$12,000; of an insurance company is US$120,000; or of a mutual fund is just US$1 (or an equivalent amount in another currency). The authorized share capital may subsequently be increased by resolution of the company in a general meeting. Shares of no par value and bearer shares are not permitted.

Directors of the company: The IBC must have at least one director, who can either be an individual or another corporation. Directors can be of any nationality or residence, and need not also be shareholders. It is possible to appoint specific alternate directors and officers in the event of the death, resignation, or inability to act of an existing director or officer. A list of directors must be maintained at the registered office. The names of directors and officers are not made public, however, the Bahamas Registry may require the information in some circumstances, such as if an official certificate is required. Changes in directors or officers need not be registered or reported.

Registered office and local requirements: A Bermuda exempted company must have a registered office in Bermuda and must appoint a President and a Vice President or a Chairman or Deputy Chairman. The foregoing positions must be filled by an individual who is a director of the company. The Directors must appoint a Secretary, which may be a company, provided that if the Secretary is a director this must be an individual. A Bermuda exempted company must have either: a.) minimum of two directors ordinarily resident in Bermuda; or b.) secretary and director ordinarily resident in Bermuda; or c.) secretary ordinarily resident in Bermuda and a resident representative; or d.) resident representative where the company is listed on a Stock Exchange appointed by the Minister of Finance.

Where a secretary is also either a director or resident representative in paragraphs a) and c) above the provisions of the Companies Act 1981 will not be satisfied. A Bermuda exempted company must keep at its registered office its corporate records and the register of officers and directors.

Taxation: In Bermuda there is no income or corporation tax, no capital gains tax, no VAT or sales tax, and no withholding tax. Companies and partnerships pay annual fees to the Government depending on their nature and capitalization. An exempt company may apply to the Minister of Finance for a certificate exempting it from future profits taxation, should there be any, for a period ending not later than the 28th March, 2016.

Audit and financial returns: 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 companies should appoint an auditor, except where the directors and shareholders have unanimously agreed not to appoint one.

Meetings: Directors’ meetings may be held in or outside Bermuda. Notice of a meeting of the directors must be given to all directors. Shareholder meetings (AGM) must be held every calendar year and need not be held in Bermuda.

Time needed for company formation: Usually it is 14 working days, but we need extra 7 working days for legalization of the documents and delivery by courier.

Our costs and fees for the formation of a Bermuda Company (Exempted Company)

Formation cost includes:

– Application fee for Consent to incorporate
– Government filing fee – drafting/submitting Memorandum or Articles and Association
– Legal fees, compliance fees
– One set of originals of all standard corporate documents
– Payment of annual government fee
– Provision of registered address
– Provision of company secretary/director
– Rubber stamp

Optional services (to be chosen by the client)

– Provision of nominee shareholder
– Provision of nominee director
– Opening a corporate bank account
– Bank card application
– General Power of Attorney with Apostille
– Apostille
– Company seal
– Mail collection, mail forwarding ( please contact us for a quotation )
– Virtual office ( please contact us for a quotation )
– Good Standing Certificate with Apostille

Recurring maintenance fees from 2nd year and after

– Provision of registered office, secretary, director
– Compliance fee
– Payment of annual government fee

For more information on Bermuda offshore company formation and registration, please Contact Us