Bermuda Company Formation & Entity Choice

Company formation in Bermuda

Bermuda companies are formed and regulated under the Companies Act 1981, administered by the Registrar of Companies. The most common vehicle for international business is the exempted company. There is no meaningful minimum capital requirement, and the principal ongoing cost is the annual government fee scaled by assessable capital.

• Common entity types — Exempted company, local (Bermudian) company, limited liability company (LLC), exempted limited partnership, and segregated accounts company (Companies Act 1981 (https://www.gov.bm/limited-companies))
• Exempted company — Standard vehicle for international business carried on outside Bermuda; may be wholly foreign-owned (Companies Act 1981 (https://www.gov.bm/limited-companies))
• Minimum share capital — At least one share with par value of at least BMD/USD 1; no statutory minimum authorised or paid-up capital floor BMD ((no par value and bearer shares not permitted)) BMD (no par value and bearer shares not permitted) (Companies Act 1981 (https://www.gov.bm/limited-companies))
• Typical authorised capital — USD 12,000 (12,000 shares of USD 1) — the maximum capital at the lowest band of capital duty / annual fee USD ((common practice — confirm)) USD (common practice — confirm) (Companies Act 1981 (https://www.gov.bm/limited-companies))
• Annual government fee — Payable to the Registrar, scaled by assessable capital; first payment on incorporation, then each January ((confirm fee scale for current year)) (Companies Act 1981 (https://www.gov.bm/department/registrar-companies))
• Incorporation steps — Name reservation, BMA pre-clearance/consent of beneficial owners where required, file memorandum of association with the Registrar, pay fees ((confirm exact sequence)) (Companies Act 1981 (https://www.gov.bm/department/registrar-companies))
• Beneficial ownership clearance — Exempted companies generally require Bermuda Monetary Authority (BMA) review/consent of beneficial owners before incorporation (Companies Act 1981 (https://www.bma.bm/viewPDF/documents/2023-11-14-10-39-37-Companies-Act-1981.pdf))
• Incorporation timeline — Typically a few business days once BMA clearance and documentation are complete ((approx — confirm)) (Companies Act 1981 (https://www.gov.bm/department/registrar-companies))
• Registered office — A company must maintain a registered office in Bermuda (Companies Act 1981 (https://www.gov.bm/limited-companies))
• Directors — At least one director required; companies must also have a secretary and a resident representative or local presence as required ((confirm current director/officer minimums)) (Companies Act 1981 (https://www.gov.bm/limited-companies))
• Core annual compliance — Pay annual government fee (January), hold an AGM (or waive by resolution), maintain statutory registers and beneficial ownership register, and file economic substance declaration where applicable (Companies Act 1981; Economic Substance Act 2018 (https://www.gov.bm/department/registrar-companies))
• Economic substance — Entities carrying on relevant activities must meet economic substance requirements and file an annual economic substance declaration (Economic Substance Act 2018 (https://www.gov.bm/department/registrar-companies))