Bermuda consists of a group of over 100 small
coral islands in the North Atlantic Ocean.
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.
Residents are subject to exchange control, but
Exempt Companies are classified as being non-resident and are
therefore exempt from Exchange Control provisions.
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:
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 /
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.
The companies must have a registered office and
a registered agent in Bermuda.
● Taxation and
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
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
All Bermuda companies should appoint an auditor, except where
the directors and shareholders have unanimously agreed not to