Latest News

Bermuda is a group of 150 small coral islands in the northwest Atlantic Ocean. They are not part of the Caribbean. The total area is 53.3 square meters. km The climate is subtropical, moderate humidity, the type of terrain is low hilly areas separated by fertile lowlands. There are no rivers or lakes in Bermuda. The population, represented mainly by people of European and African origin, is 60,000. The official and colloquial language is English.

Company registration

Corporate law is represented by the Companies Act 1981. A company incorporated in Bermuda has all the powers of a natural person. English is the language of legislation and corporate documents.

The type of company for international commercial activity and investment is an “exempt” company. All other island-incorporated companies must be at least 60% owned by Bermuda residents. A registered office must be opened on the islands. Registration of ready-made companies is not carried out.

The procedure for incorporating a Bermuda company is complex. First, an announcement is placed in the local newspaper announcing the intention to incorporate the company. This announcement also mentions the name of the intended company, the purpose of the business, as determined by the status of the company (“exempt” or “in-house”). An application for incorporation is sent to the currency department of Bermuda. This application includes the following information:

• The company name;
• the address of the registered office;
• the names, addresses and nationality of the proposed directors;
• names, addresses and citizenship of shareholders and their share in the company;
• the founding agreement, which specifies the amount of share capital and types of shares;
• bank account information, bank information related to the alleged beneficial owners;
• the corresponding fee for entry into the Register.

Restrictions on trade and commercial activity:

• an “exempt” Bermuda company cannot carry on trading activities within the islands;
• the company cannot own real estate on the islands;
• without an appropriate Bermuda “exempt” company license, the following activities are prohibited: banking, insurance (including life), reinsurance, fund management, collective investment schemes, investment consulting or any other related activity with the banking or insurance sphere.

Name requirements:

• the name can be in any language of the Latin alphabet system. In case the title is not in English, the registrar may request a certified translation into English to verify the title’s validity;
• names identical or similar to existing ones or implying royal or governmental patronage are not permitted;
• prohibited names that the registrar considers undesirable, offensive or questionable;
• approval or license is required to use the following words or their foreign equivalents in the name: Bank, Building Society, Savings, Loans, Trust, Insurance, Assurance, Reinsurance, Fund Management, Investment Fund, Fiduciary, Broker;
• to indicate limited liability, the name must end with the word Limited or its abbreviation Ltd.

It is enough to have two directors, who must be natural persons. A sufficient number of resident directors is required to form a quorum on the islands. Non-resident directors may be appointed. The directors must appoint a president and a vice president (not necessarily directors). A company secretary (natural person) must be appointed. At least one shareholder is required; bearer shares are not issued. Beneficial ownership of the company is reported to the government at the time of incorporation, but this information is confidential. The company’s share book can be inspected by the public at any time, anonymity is preserved in the form of designation of nominal shareholders and directors. Bank information is provided for the purported beneficial owners of all Bermuda companies. Such information is provided by a bank with which a person has personal relationships for at least three years.

The standard share capital of a Bermuda “exempt” company is USD 12,000, divided into 12,000 ordinary voting shares of USD 1 each, which is the maximum capital to meet the minimum capital duty payable at the time of incorporation and annually thereafter. The minimum issued capital is USD 1. The following types of shares are allowed to be issued: registered, preferred, redeemable, non-voting and voting shares. Bearer shares are not allowed.

Annual taxation and fees

Today, Bermuda has no corporate income tax and no income tax. Exempt Bermuda companies receive an exemption certificate and a government guarantee under the Exempt Companies Tax Protection Act (1966) confirming that if a tax system is established in Bermuda, the exempt companies will not pay tax for up to 20 years. agreements on prevention of double taxation.

A company with a registered capital of up to USD 12,000 pays an annual license fee of USD 1,680. If the registered capital does not exceed USD 50 million, the maximum possible fee is USD 25,000 per year.

Despite the fact that the charter does not require the provision of financial statements, it is necessary to keep appropriate documentation to reflect the financial state of the company. Financial documentation is kept at the address of the registered office. If it is kept outside the islands, copies of all reports must be provided for quarterly inspection by the directors. All Bermuda companies are required to appoint an auditor, unless otherwise unanimously decided by the company’s directors and shareholders.

Get professional help in registering offshore companies on the website of the Zigma Bar Association