Bermuda consists of a group of over 100 small
coral islands in the North Atlantic Ocean, and is not, as believed,
part of the Caribbean. It enjoys a sub-tropical climate, and its
terrain consists of low hills separated by fertile depressions.
Bermuda has no rivers or fresh water lakes.
The population of Bermuda is approximately 60,000,
made up primarily of people of European and African origin.
Bermuda is a dependent territory of the United
Kingdom, with Queen Elizabeth II as Chief of State, who is represented
by a Governor appointed by the British Government.
INFRASTRUCTURE AND ECONOMY
Although its only natural resource is limestone,
Bermuda enjoys one of the highest per capital incomes in the world.
This is due to it having successfully exploited its location by
providing luxury tourist facilities and financial services. The
tourist industry attracts more than 90% of its business from North
America. The industrial sector is small, and agriculture is severely
limited by the lack of land. 80% of all food needs are imported.
The official and spoken language is English.
Bermuda Dollar, is on par with the United States
Yes, but Exempt Companies are classified as
being non-resident and are therefore exempted from Exchange Control
provisions. However, an Exempt Company cannot use local currency,
other than for the purposes of paying local expenses.
TYPE OF LAW
Common Law based on the English system.
PRINCIPAL CORPORATE LEGISLATION
The Companies Act 1981.
TYPE OF COMPANY FOR INTERNATIONAL TRADE AND
Exempt Companies. All other Companies incorporated
in Bermuda must be at least 60% owned by Bermuda residents.
PROCEDURE TO INCORPORATE
The formation procedure of a Bermuda Company is
complex. Initially an advertisement has to be placed in a local newspaper
announcing the intention to incorporate. The name of the proposed
company, together with the objects clauses, has to be disclosed in
the advertisement, confirming also whether the company requires to
be exempt or domestic. An application for consent to incorporate is
made to the Bermuda Monetary Authority; this application should contain
the following information:
of the company
registered office address
and addresses and nationalities of the proposed directors
and addresses and nationalities of the proposed shareholders
and their interest in the proposed company
of Association detailing the share capital and classes of shares
bank account details
character references relating to the proposed beneficial owners
RESTRICTIONS ON TRADING
A Bermuda Exempt Company may not trade within
Bermuda, and may not own real estate there. A Bermuda Exempt Company
may not undertake the business of banking, insurance, assurance,
reinsurance, fund management, collective investment schemes, the
rendering of investment advice or any other activity, which may
suggest an association with the banking and insurance industries.
All of the aforementioned activities are prohibited unless licensed.
POWERS OF COMPANY
A company incorporated in Bermuda has all the
powers of a natural person.
LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
REGISTERED OFFICE REQUIRED
Yes, must be maintained in Bermuda. The statutory
books of the company must be kept at the registered office, and
should be available for public inspection.
SHELF COMPANIES AVAILABLE
TIME TO INCORPORATE
Two to Three weeks.
Names that are identical to or similar enough
to create confusion with existing companies, or names that imply
royal or government patronage. Names which in the opinion of the
Registrar are considered undesirable, offensive or obscene.
LANGUAGE OF NAME
Can be in any language using the Latin alphabet.
If a non-English language name is used, the Registrar may request
a certified English translation to satisfy him that the name is
NAMES REQUIRING CONSENT OR A LICENCE
Bank, building society, savings, loans, trust,
insurance, assurance, reinsurance, fund management, investment fund,
fiduciary, broker or their foreign language equivalents.
SUFFIXES TO DENOTE LIMITED LIABILITY
Limited or Ltd.
DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
Yes, but very strict secrecy laws prevents the
information from becoming public knowledge.
AUTHORISED SHARE CAPITAL
The standard authorised share capital of a Bermuda
exempt company is US$ 12,000; divided in to 12,000 common voting
shares of US$ 1 which is the maximum capital for the minimum capital
duty payable on incorporation and annually thereafter. The minimum
issued capital is US$ 1.
CLASSES OF SHARES PERMITTED
Registered shares, preference shares, redeemable
shares and shares with or without voting rights.
BEARER SHARES PERMITTED
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 1966, confirming that in the event of Bermuda introducing a
taxation system, exempt companies will be further exempted up to
DOUBLE TAXATION AGREEMENTS
Bermuda is not a party to any double tax agreements.
A company with an authorised capital up to US$
12,000 pays the sum of US$ 1,680 per annum. Thereafter there is
a sliding scale up to a maximum of US$ 25,000 on an authorised capital
more than US$ 500 million.
FINANCIAL STATEMENT REQUIREMENT
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.
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
as officers, who need not necessarily be directors.
A Bermuda company must appoint a resident company
secretary, who must be a natural person.
The minimum number of shareholders is one, who
can be a corporation or natural person of any nationality.