Company Formation Survey 2008


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		1. Company law	The Companies Act, 1981.
		2. Types of company:	Limited liability company, company limited by guarantee, permit (overseas) company, mutual company, mutual fund company, limited duration company, unlimited liability company, exempted and local companies.
		(a) type of company preferred for international transactions:	Exempted company with limited liability.
		(b) shareless companies:	Company limited by guarantee.
		3. Capital requirements:	Companies limited by shares will no longer be required to maintain a minimum share capital.
		4. Costs to incorporate, excluding government fees:	BDD 4,100-4,500.
		5. Fees paid to authorities to incorporate:	Approximately BMD500.
		6. Annual fees paid to authorities:	Minimum BMD1870: fees vary and are based on the Company’s assessable capital.
		7. Taxation rates applied to companies generally:	Nil, Tax Assurance Certificate granted until March 2016 or such further period as extended from time to time.
		(a) the taxation of companies in 2 (a)	Nil.
		8. Method of incorporation:	By registration or private Act.
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Local barristers, attorneys, accountants and management companies.
		(a) are ready made companies available?	No shelf companies available but Bermuda has a fast tract procedure available.
		10. Length of time to incorporate:	2-5 working days.
		11. Minimum members:	One.
		12. Registered office:	Registered office required in Bermuda.
		(a) Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?	Normally office addresses of attorneys or accountants utilised; such office must not be a post office box.
		13. Directors and secretary:	The Companies Act requirement for officers or representatives in Bermuda may be satisfied by any one of the following options: i) a minimum of two directors (both ordinarily resident in Bermuda); ii) a secretary and one director (both ordinarily resident in Bermuda); iii) a secretary and a resident representative (both ordinarily resident in Bermuda); iv) if listed on an appointed stock exchange, a resident representative only and such resident representative may be a corporate body. The requirements of i) and ii) cannot be satisfied if the secretary of the company is also appointed as the director or resident representative.
		(a) Must a director/ secretary be resident?	See above.
		(b) Are Corporate Directors allowed?	No.
		14. Appointee directors/ secretary possible?	Yes.
		15. Amount of fees payable to appointee directors/ secretary:	Generally a corporate administrative fee ranges between BMD2,500-5,000 per annum and such fees include secretarial services. If resident Bermuda directors are required, there may be separate director fees based upon the scope of work involved.
		16. Meetings:	AGM required - may be held anywhere. Unanimous Written Resolutions offer alternative means of effecting AGM.
		17. Annual return:	Statutory Declaration filed with government in January of each year with the payment of the annual government fee. Audit may be waived if all shareholders and directors agree.
		(a) Must financial statements of a company be audited?	No.
		18. Is disclosure of profits required by filing balance sheets with annual returns?	No.
		19. Are there any exchange control or other financial restraints imposed upon a company?	No.
		20. Companies formed in the last year:	Approx. 1,300.
		21. Number of companies on the company register altogether:	Approx. 14,000.
S I T E M A P BACK TO TOP		22. How, if any, is migration into and out of the jurisdiction achieved?	Re-domiciliation in and out of Bermuda permitted under Part XA Companies Act.
		23. Is migration out of your country provided for?	Yes.
		24. Any amendments to company law over the last 12 months:	The Companies Act 1981 was recently amended by the companies Amendments Act 2006 which was made operative on 29th December 2006.
		25. Anticipated amendments to company law over the next 12 months:	None.
			Compiled by Lynda Milligan-Whyte & Associates.