Bermuda | Company Registration

Companies Act - The Companies Act 1981
Crime Amendment Act 2000

Instructions issued by the Government of Bermuda take precedence over the Companies Act

Exempt Company, hereinafter - the company.

Any activity not prohibited by law. A special licence is required for banking, insurance and reinsurance, and trust services.

Companies incorporated under the International Business Companies Act 1994 are prohibited from conducting commercial activities with residents of Bermuda and owning real estate within the administrative territory of the islands. Companies are not permitted to accept deposits or conduct any activity contrary to the national interests of Bermuda. Supervision of compliance with these requirements is carried out by the Bermuda Monetary Authority on behalf and under the authority of the Minister of Finance.

3 working days from the time all required documents are submitted to the register. In cases of extreme necessity, accelerated company registration taking several hours is possible; however, this is possible only if the persons who will control the company’s activities and the immediate beneficial owners are already known to representatives of the Bermuda Monetary Authority.

Legislation excludes the possibility of selling ready-made Bermuda companies to third parties.

Company names may be registered only in English.
The word "Limited", or the abbreviation "Ltd", shall form part of each company name.
Names directly or indirectly indicating association with state or municipal authorities, as well as names capable of misleading as to the nature of the company’s activities, are prohibited.

An application for registration and the memorandum of association are submitted to the Bermuda Monetary Authority to obtain the consent of the Minister of Finance. The application states the names, citizenship, profession and addresses of each person who will control the company’s activities, all immediate beneficial owners and intermediaries who will own, directly or indirectly, at least 5% of the company’s shares, as well as a declaration of income or, if required, income declarations of individuals who provided references and/or other information on the financial position of the immediate beneficial owners. If there is a complex structure in which the actual beneficial owner is hidden behind a chain of companies that are intermediate owners, information must be provided on each intermediate owner, including name, legal address, place of incorporation and principal activities, regardless of whether the intermediaries are legal entities or individuals. At this stage of the review, special attention is paid to bearer shares - whether they have been issued or may be issued in the future by any intermediate owner, which could simplify transfer of ownership of the Bermuda company without proper approval of the authorities.

Consent of the Minister of Finance to registration of the company will not be obtained if the company’s line of business is contrary to national interests or if there are objective grounds to believe that the shareholders (owners) may use the company for purposes contrary to the interests of the government. Under the law, the Minister of Finance is not obliged to explain the reasons for refusal.
All information on beneficial owners and control of the company’s activities is subject to review only by the Bermuda Monetary Authority and the Ministry of Finance, and its confidentiality is protected by law.

Provided by the registered agent and must be located within the administrative territory of Bermuda. It is used only for receiving postal correspondence from government authorities. A post office box rented from local postal offices may not serve as the company’s legal address.

The minimum authorized capital of a company registered in Bermuda is 12,000 BD€ or the equivalent in any freely convertible currency. The minimum capital must be issued and fully allocated among subscribers (shareholders), but does not have to be fully paid.

Only registered shares may be issued; bearer debt obligations may be issued. Bearer shares are not permitted.

Shareholders (owners) of the company may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is one.

Directors of the company may only be individuals. The minimum number of directors is two (president and vice-president). At least one of the two directors or an authorized representative of the company must be a resident of Bermuda.

Shareholders’ meetings must be held once in each calendar year, in any country of the world. Shareholders holding more than 10% of the company’s voting shares are entitled to convene extraordinary meetings.

Directors’ meetings may be held in any country of the world; minutes of meetings must be kept by each director.

Incorporation documents and the register of shareholders. Minutes of shareholders’ meetings and current financial documents may be kept at an address known to the directors, but necessarily within Bermuda.

The following taxes are not charged: profit tax, income tax, tax on dividends, capital gains, real estate, inheritance and gifts, on the basis of a certificate issued by the Minister of Finance guaranteeing exemption from taxation at least until 28 March 2026.

Companies pay an annual fee for renewal of preferential status, calculated on the basis of declared capital

Memorandum of association.
Information on beneficial owners is disclosed only after a decision of the relevant judicial authority.

The law does not restrict the company in its choice of banks and countries where they are located, or the total number of accounts required for its own commercial needs. The law ensures confidentiality of information on the company’s banking operations.

Not applicable

No conventions or agreements have been concluded.