• Bermuda Exempt Company

  • GENERAL

    Legal Framework

    The Bermuda Exempted Company is governed by the Companies Act 1981, as amended 2006.

    Special Characteristics

    A Bermuda Exempted Company is prohibited from:

    • Trading within Bermuda.
    • Owning real estate in Bermuda.
    • Undertaking the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, rendering investment advice or any other activity which my suggest an association with the banking and insurance industries.

    Taxation

    Bermuda does not levy any taxes on profits, income or dividends, nor is there any capital gains tax, estate duty or wealth tax.

    In addition, under the Exempt Undertakings Act of 1976, an Exempted Company in Bermuda can obtain protection from any newly enacted taxes on income or capital gains until 2035.

  • SHAREHOLDERS

    Liability of Shareholders

    The liability of the shareholders of a Bermuda Exempted Company is limited up to the unpaid amount of the shares they hold.

    Minimum Number of Shareholders

    The minimum number of shareholders of a Bermuda Exempted Company is 1 and the maximum is unlimited.

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders of a Bermuda Exempted Company.

    Corporate Shareholders

    The shareholders of a Bermuda Exempted Company can be individuals and/or legal persons.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    Minimum Number of Directors

    The minimum number of directors of a Bermuda Exempted Company is 1.

    Restriction on Nationality/Residency of Directors

    There is no restriction on the nationality or residency of the directors of a Bermuda Exempted Company. However, a quorum should be formed in Bermuda.

    Corporate Directors

    Corporate directors are allowed.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    A Bermuda Exempted Company is required to hold annual general meetings. These can be held anywhere in the world.

    The shareholders of the company may waive the requirement for holding annual general meetings.

    Shareholders can also vote by proxy.

  • CAPITAL

    Minimum Capital Requirement

    The minimum capital requirement for a Bermuda Exempted Company is US$1.

    Currency of Capital

    The share capital can be denominated in any currency.

    Bearer Shares

    Bearer shares and shares without par or nominal value are not allowed.

    Capital Duty

    There is no capital duty on the issuance of shares of a Bermuda Exempt Company.

  • REGISTERED OFFICE

    Registered Office

    A Bermuda Exempted Company is required to have a registered office in the Bermuda.

    Company Secretary / Registered Agent

    A Bermuda Exempted Company is required to appoint a company secretary, an individual resident in Bermuda.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in a Bermuda Exempted Company.

  • FORMATION

    Time Needed for Incorporation

    It usually takes between 10 - 15 days to register a Bermuda Exempted Company.

    Shelf companies are not available.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and to the Authorities but are not available on public record.

    Registered Shareholders

    The details of shareholders are available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    There is no requirement for a Bermuda Exempted Company to submit an annual return. There is no requirement to file the annual accounts.

    Filing with the Tax Authorities

    There is no requirement for a Bermuda Exempted Company to submit an annual tax return.

  • RECORDS

    Accounting Records

    A Bermuda Exempted Company needs to maintain accounting records for 5 years. The accounting records may be maintained in any currency and be held in any country of the world.

    Financial Statements

    A Bermuda Exempted Company is required to prepare financial statements under IFRS.

    In accordance with IFRS, holding companies are required to prepare consolidated audited financial statements on an annual basis. However, consolidation is not required if the company is an intermediary holding company and a holding company further up the structure prepares consolidated financial statements under approved accounting standards.

  • AUDIT

    Audit Requirement

    A Bermuda Exempted Company is required to have its accounts audited. However, this can be waived if all the members and all the directors agree.

Compare Bermuda to other jurisdictions and see the difference in corporation tax rates, tax residency requirements, VAT rates, capital gain taxes, etc.

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