Bermuda Exempt Company Guidance

How to Incorporate an Exempt Company in Bermuda

After you have submitted the company name of your Exempt Company to us, approval can be obtained within several hours. You can carry out a free name check now using our Company Name check service. Certain words are restricted such as “Royal”, “Imperial”, “Chartered” or any name suggesting the patronage of any government or country, the Registrar reserves the right to reject names at its discretion. Checking a company name using our online service takes less than 30 minutes and a name may be reserved for 10 days.

Personal Declarations are prepared and signed by the proposed shareholders of the company and we then present the Memorandum and Articles of Association of the company to the Registrar along with the share capital of your company, shares par value and objects of the company. A certificate of incorporation will be issued and your new company is incorporated.

The general time scale for a full incorporation is five to seven days.

Formacompany has over 20 years’ experience forming companies in Bermuda and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.

What you need to set up an Exempt Company in Bermuda

To begin incorporation of your exempted company we will require the following:

• Your company name
• The full name, date of birth, address and nationality of all directors
• The full name and address of all shareholders
• The company’s intended business activities

Documents you are required to provide:

• Proof of identity (passport, national identity card, photographic driving licence)
• Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)

Registered Office

• All Exempt Companies must have a resident agent and a registered office, which must be a physical address in Bermuda. The registered office is where documents may be legally served on the company and where the share register, register of directors and minute book are kept. The registers are open for public inspection at the registered office. Both a resident agent and a registered office is included as part of our Standard Company Formation Package.

Share Capital requirements

• Companies limited by shares are no longer required to maintain a minimum share capital
• The minimum share capital of a Bermuda company is $1, shares of no par value are not permitted and bearer shares are not permitted.

Ready Made Companies

• Shelf companies are not permitted in Bermuda but it does only take three to five days for our experienced staff to incorporate a new company on your behalf.

What you receive after setting up your new business

1. Minutes of the first inaugural meetings
2. Copies of the Memorandum of Association and Articles of Association
3. Original Certificate of Incorporation
4. Share Certificates for each shareholder specified, plus two blank certificates

5 Advantages to Setting up an Exempt Company in Bermuda

1. A Bermudan Exempt Company requires minimal infrastructure. The Companies Act 1981 requires a minimum of one director and one shareholder to incorporate an exempted (limited) company in Bermuda; these can be of any nationality and need not be resident in Bermuda. Corporate shareholders are permitted.
2. Exempt Companies in Bermuda require minimal administration. Exempt Companies are generally not required to file accounts or annual returns, if the company does chose to keep records they can be kept anywhere in the world. An exempted company is not generally required to file accounts with the Registrar. The only annual filing with the Government is the Statutory Declaration of the authorised share capital; this is used to calculate the annual government fee.
3. Exempt Companies in Bermuda are exempt from a large number of taxes. An Exempt Company has no taxes on profits, income or dividends, nor is there any capital gains tax, estate duty or death duty within Bermuda.
4. An Exempt Company in Bermuda requires minimal capital to maintain. Companies limited by shares are no longer required to maintain a minimum share capital.
5. It is quick to incorporate an exempted company in Bermuda. It only takes three to five days to create an Exempt Company in Bermuda.

Important Information about incorporating an Exempt Company in Bermuda

• The Companies Act restricts an exempted company from carrying on business in Bermuda, trading in Bermuda and owning real estate in Bermuda.
• All exempted companies, with a few exceptions, will be designated by the Bermuda Monetary Authority as non-resident, therefore the company will be free to deal in any currency of its choosing, other than resident Bermuda dollars, and will be free from all exchange control regulations.
• All exempted companies must appoint a resident Company Secretary, who may be an individual or corporate body. We can provide a secretary as part of our Corporate Administration Service.
• An exempted company pays an annual government fee; the first payment is made immediately upon incorporation and subsequent payments are due in January of each year.
• Government policy in Bermuda requires full disclosure of the ultimate beneficial ownership of your Exempt Company. This information is held in the strictest confidence by the Minister of Finance.