Population

Population in Bermuda has grown from 37,000 in 1950 to around 66,000 in 2006, and consists mainly of people of European and African origin.

Political Structure

Bermuda is a dependent territory of the United Kingdom, with HM Queen Elizabeth II as Chief of State, which is represented by a governor appointed by the British Government. Bermuda has an elected House of Assembly and an appointed Upper House (Senate).

Infrastructure and Economic

Bermuda has one of the highest per capital incomes in the world. This is because it has successfully exploited its location by providing luxury tourism and financial services.

Currency

Bermuda dollar which has parity against the US dollar

Exchange Control

There are no capital or exchange controls that apply to exempt companies.

Type of Law

Common Law is based on the English system.

Principal Corporate Legislation

Companies Act 1981, changed in 2006.

Type Company for International Trade and Investment

Exempt Companies. All Other Companies incorporated in Bermuda must be at least 60% owned by Bermuda residents.

Procedure to incorporate

The formation procedure is complex for a Bermuda Company. Initially, an ad should be placed in a local newspaper announcing the intention to incorporate. The name of the proposed company, together with the objects clauses, must be disclosed in the announcement, also confirm whether the company requires to be exempt or domestic. An application for permission to incorporate is made to the Bermuda Monetary Authority, the application must contain:

• The name of the company.
• The proposed office address.
• Nature of proposed activities.
• Names, addresses and nationalities of the proposed directors.
• Names, addresses and nationalities of the proposed shareholders and their interest in the proposed company.
• The memorandum detailing the share capital and classes of shares and about responsibility for the company's members will be limited or unlimited.
• Proposed bank account details
• Bank character references relating to the proposed beneficial owners.
• The appropriate registry fees

Restrictions on trading

A Bermuda Exempt Company may not trade within Bermuda, and they can not own real estate there. A Bermuda Exempt Company may not engage in banking, insurance, reinsurance, fund management, collective investment schemes, the provision of investment advice or any other activity, which may suggest an association with the banking and insurance. All the above activities are prohibited unless a permit is held.

Powers of Company

A Bermuda company has all the powers of a natural person.

Language of Legislation and Corporate Documents

English.

Registered Office Required

Yes, must be maintained in Bermuda. The statutory books of the company must be kept at the office, and should be available to the public.

Shelf companies available

No.

Time to incorporate

Two to three weeks.

Name Restrictions

Names that are identical or similar enough to create confusion with existing companies, or names that imply royal or government patronage. The name, in the opinion of the Registrar is considered undesirable, indecent or obscene.

Language of Names

Can be in any language using the Latin alphabet. If a non-English language name is used, the Registrar may require certified English translation to satisfy him that the name is not limited.

Name Requiring Consent or a License

Bank, building society, savings, loans, trust, insurance, assurance, reinsurance, fund management, investment fund shares, fiduciary, broker or their foreign equivalents.

Suffixes that denote Limited Liability

Limited or Ltd

Disclosure of Beneficial Ownership to Authorities

Yes, but very strict secrecy laws prevent information from becoming public knowledge.

Authorised Share Capital

The ordinary share capital of a Bermuda exempt company is U.S. $12,000, distributed to 12,000 common voting shares of U.S. $1, which is the maximum amount of capital to the minimum capital duty payable on incorporation and annually thereafter. Minimum share capital is U.S. $1.

Share Classes Allowed

Registered shares, preference shares, redeemable shares and shares with or without voting rights.

Taxation

Bermuda currently has no corporate or income tax. Exempt Bermuda companies receive a certificate of exemption and a government iassurance under exempt Tax Protection Act 1966, stating that in the case of Bermuda introducing a system of tax, exempt enterprises will be further exempted tax for a period not later than March 2016.


Double Taxation Agreements

Bermuda is not a party to any double tax treaties.

License Fees

Government fee is based on the assessable capital of the company. It is payable on incorporation and in January of each year. Where incorporation takes place after 31 August only half of the tax is payable.

Scale
Assessable Capital (US$)			Fee (BD$)
12,000			1,870
12,001		120,000	3,820
120,001		1,200,000	5,890
1,200,001		12,000,000	7,850
12,000,001		100,000,000	9,815
100,000,001		500,000,000	17,530
500,000,001		Or more	29,220

Financial Statement Requirements

Although there is no legal requirement to file accounts, there should be enough records to allow the directors and shareholders to assess the economic situation of the company. Accounting records shall be kept at the registered office address. If they are kept outside Bermuda copies of all books must be available for inspection by the directors on a quarterly basis. All companies must appoint an auditor unless the directors and shareholders have unanimously decided not to appoint one.

Directors

The minimum number of directors is two, who must be natural persons. There must always be sufficient Bermuda resident directors to form a quorum in Bermuda. Non-Bermuda directors may be appointed. The directors must appoint a president and vice president or chairman and deputy chairman as officers, which must also be a director of the company.

Company Secretary

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

Shareholders

The minimum number of shareholders is one.

How can I get more information on company formation in Bermuda?

Please contact us if you wish to open a company in Bermuda and we will be pleased to discuss your Bermuda company formation matters in greater detail.

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