-->Establish companies

BERMUDA

Location

Bermuda consists of a group of over 100 small coral islands in the North Atlantic Ocean.

Confidentiality

The details of the beneficial owners are required to be disclosed to the authorities, but very strict secrecy laws prevents the information from becoming public knowledge.

Exchange Control

Residents are subject to exchange control, but Exempt Companies are classified as being non-resident and are therefore exempt from Exchange Control provisions.

Company Formation

It takes about 2 to 3 weeks to incorporate a Bermuda exempt company because the formation procedure is complicated as compared with other jurisdictions. Following are some basic requirements for Bermuda companies:

Name

Any name that has already been incorporated, or a name that is so similar as to cause confusion is not permitted. Company names must end with the word "Limited".

Share Capital / Shareholders

The common authorised capital is US$12,000 divided into 12,000 common voting shares of US$1 and the minimum issued capital is US$1. Bearer shares are not permitted.

The minimum number of shareholder is one who can be a corporation or a natural person. Register of shareholders is required to be filed with the government authorities.

Directors / Secretary

The minimum number of directors is two, who must be natural persons. Bermuda resident directors must be appointed to form quorum of meeting in Bermuda. Non-Bermuda directors may be appointed. The directors must appoint a president, vice-president as officers, who need not be directors. Register of directors and officers is not required to be filed with the government authorities.

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

Registered Office / Agent

The companies must have a registered office and a registered agent in Bermuda.

Taxation and Annual Requirements

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 1996, confirming that in the event of Bermuda introducing a taxation system, exempt companies will be further exempted up to 2016.

The annual licence fee for a Bermuda company with an authorised capital of up to US$12,000 is US$1,680. Thereafter, there is a sliding scale up to a maximum of US$25,000 on an authorised capital more than US$500 million.

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.