Filing the Annual Declaration in Bermuda | Key Rules

Understanding the Annual Declaration in BermudaCopy link to section

The Annual Declaration (statutory annual return / declaration of principal business and assessable capital) is the yearly filing every Bermuda entity must make to confirm its core particulars and pay the fees tied to its capital. It applies under the Companies Act 1981 and is administered by the Registrar of Companies, the office responsible for keeping the corporate register and collecting fee revenue.

This obligation reaches exempted companies, local companies, permit and overseas companies, limited liability companies, and certain partnerships. There is no size or revenue threshold that releases an entity from it.

What follows explains who files, what the declaration must state, when it is due, the fees that travel with it, and what happens if a firm falls behind. It is written for foreign owners and their advisers who hold or are forming a Bermuda entity and need to keep it in good standing from outside the jurisdiction.

Legal Basis for the Annual Declaration Under the Companies Act 1981Copy link to section

The governing statute is the Companies Act 1981. Section 121(1) requires every exempted company to deliver, in the month of January, a declaration signed on the company's behalf stating its principal business and its assessable capital, together with the appropriate fee.

Local companies file under section 131(1), and permit companies under section 135; an amendment to section 131 made by the Companies Amendment Act 2024 is deemed to have effect from 1 January 2024. The same annual framework extends to limited liability companies under the Limited Liability Company Act 2016 and to partnerships under the Exempted Partnerships Act 1992 and the Overseas Partnership Act 1995.

Fee levels sit in the Government Fees Regulations 1976, Head 16, as updated by the Government Fees Amendment Regulations 2023 effective 1 April 2023. A separate annual corporate regulatory fee was introduced through the Registrar of Companies (Annual Corporate Regulatory Fees) legislation, and the Corporate Income Tax Act 2023 later added a tax-scope question to the same declaration.

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Which Entities Must File an Annual DeclarationCopy link to section

The regime is broad. It captures entities operating under the Companies Act 1981, the Exempted Partnerships Act 1992, the Overseas Partnership Act 1995, the Limited Liability Company Act 2016, and the Segregated Accounts Companies Act 2000.

In practical terms, the following must file each year:

• Exempted companies under section 121(1), regardless of size or activity
• Local companies under section 131(1), which also file a return of shareholdings as at 31 December
• Permit companies under section 135, being foreign companies licensed to carry on business locally
• Overseas companies, captured within the same fee and declaration framework
• Exempted limited liability companies under the Limited Liability Company Act 2016
• Exempted partnerships, which file a declaration of the general nature of business by 31 January

Segregated Accounts Companies file the standard declaration and pay an extra annual fee of BD$295 per segregated account, capped at BD$1,180 per year. From the 2025 filing cycle, every registered company, LLC, exempted partnership, and overseas partnership must also state whether it falls within scope of the corporate income tax.

What the Annual Declaration Contains: Principal Business and Assessable CapitalCopy link to section

Two items sit at the heart of the filing: the company's principal business and its assessable capital. Both are submitted together with the government fee.

Assessable capital is the aggregate of share capital and the share premium account, and it is the figure on which registration and annual renewal fees are calculated. It may be stated in Bermuda or US dollars. Many companies maintain a standard assessable capital of USD 12,000 to fall within the lowest fee band; voluntary shareholder contributions or "gifts" do not enlarge the assessable capital base, while share premium does.

The declaration must be signed on behalf of the company by a duly authorised officer or agent. Local companies add a return of shareholdings reflecting the position as at 31 December of the prior year, and exempted partnerships state the general nature of the business they transact.

This is not a financial statement filing. An annual financial summary must be kept at the registered office, but it is not lodged with the Registrar, and accounting records must be retained for five years from preparation and may be held anywhere.

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The Corporate Income Tax Scope Declaration Within the Annual DeclarationCopy link to section

The operating provisions of the Corporate Income Tax Act 2023 took effect on 1 January 2025, and the registration process was folded into the Annual Declaration rather than run as a separate exercise. From the 2025 cycle, the declaration carries two questions: whether the entity is a Bermuda Constituent Entity under the tax, and, if so, the name of the Bermuda tax-resident entity acting as representative for the group.

Scope turns on group size. An in-scope multinational group is one with annual revenue of EUR 750 million or more in the consolidated accounts of the ultimate parent for at least two of the four fiscal years immediately preceding the 2025 fiscal year, and a 15% rate applies to such groups from 2025. This integration was confirmed in advisory commentary ahead of the first affected filings.

Entities below the threshold remain outside the tax and continue to face no income tax on their Bermuda earnings. The point that matters for most foreign owners is procedural: even a clearly out-of-scope company must answer the questions, so a nil or "out of scope" response is itself a required step in every annual filing from 2025 onward.

Existing Tax Assurance Certificates, which state that future tax impositions will not apply before 31 March 2035, do not shield in-scope entities; the corporate income tax applies despite them. Detailed tax mechanics belong to a separate filing, and the Government maintains a dedicated corporate income tax hub for the underlying rules.

Filing Deadline and Frequency: The 31 January RequirementCopy link to section

The Annual Declaration is filed once per calendar year. Exempted companies must deliver the declaration and fee on or before 31 January, and exempted partnerships file by the same date.

Assessable capital is declared as at the date of the declaration, meaning the position in January of the filing year. For local companies, the return of shareholdings reflects the position as at 31 December of the preceding year.

Fee due dates split by entity type once the corporate regulatory fee is added.

No grace period beyond 31 January appears in the official notices, and the late penalty attaches as soon as payment runs late.

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How and Where to File With the Registrar of CompaniesCopy link to section

Filings are made to the Registrar of Companies through its online Catalyst portal, reached at registrarofcompanies.gov.bm. The declaration and fee are lodged together as a single package.

Through that system, filers can search company names, order certified documents and certificates of compliance, and manage their submissions. The prescribed forms are not reproduced in public law compendiums; they are obtained from the Registrar directly or through the portal.

The declaration must be signed on behalf of the company by a duly authorised officer or agent, which in practice is usually the Bermuda-resident company secretary or registered agent. Local companies submit the return of shareholdings at the same time as the declaration.

For a non-resident owner, a Bermuda-licensed registered agent or corporate service provider typically prepares and files the declaration on the company's behalf, since the signing party is expected to be on the ground.

Government Fees and Annual Corporate Regulatory FeesCopy link to section

Two charges run alongside the declaration each year: the assessable-capital-based annual government fee, and the separate annual corporate regulatory fee. The second does not replace the first.

Annual government feeCopy link to section

The annual government fee is set by the assessable capital of the company. The figures below come from official Government Gazette notices and have held stable across several years; advisers should confirm the current notice through the portal before paying.

Higher bands apply to larger capital and to specialist company types, so the full table in the year's official notice should be consulted. Exempted partnerships pay BD$2,350 with their declaration, and a Segregated Accounts Company adds BD$295 per account up to BD$1,180. Companies in wholesale petroleum, oil, or LPG trading pay materially higher fees, and where incorporation occurs after 31 August only half the annual fee is due in the first year.

Annual corporate regulatory feeCopy link to section

This fee funds the Registrar's expanded duties around economic substance, anti-money-laundering, and tax-treaty obligations sought by bodies such as the EU, OECD, FATF, CFATF, and IMF. It is set at BD$150 for local companies and BD$500 for exempted and permit companies, payable with the capital-based fee.

Penalties for Late or Non-Filing of the Annual DeclarationCopy link to section

Pay late and a flat penalty of BD$300 attaches to the filing. The company is treated as non-compliant until both the fee and the declaration have reached the Registrar in full.

Partnerships face their own exposure. An exempted partnership that fails to send a declaration under section 12(1) exposes every partner to a BD$250 penalty, and a failure to pay the annual fee can carry a daily fine on conviction for each day the default continues.

Licensed companies have a distinct charge: a company holding a licence under section 114B or 129A must pay BD$1,000 by 31 January each year, and a defaulting 114B local company faces a fine of up to BD$100 for each month the fee remains unpaid. Failure to pay the corporate regulatory fee can likewise draw daily fines of up to BD$100.

No published escalation schedule beyond the BD$300 flat penalty applies to exempted companies that stay persistently late. The practical consequence at that stage is non-compliance status and the start of the Registrar's strike-off process.

Consequences of Default: Strike-Off and DissolutionCopy link to section

Sustained default leads to strike-off. The Registrar removes exempted companies from the register under section 261A(5) of the Companies Act 1981 and local companies under section 261(5).

For an exempted company, the Registrar publishes a notice and allows 60 days to show cause before strike-off takes effect. For a local company, two letters are sent under sections 261(1) and 261(2), a public notice follows, and the company is struck off and dissolved three months after publication unless cause is shown.

On the date of the final notice the company stands dissolved, and its property vests as bona vacantia in the Crown. A struck-off entity loses its legal personality: contracts become unenforceable, bank accounts are frozen, and officers may face personal liability for acting on behalf of a dissolved company.

Restoration is possible but costly. A court may restore a struck-off company for up to 20 years after strike-off under section 261, and may declare a dissolution void under section 260 within two years (most liquidations) or ten years (members' voluntary liquidation). Any restoration requires payment of all outstanding fees, penalties, and costs, and knowing continuation of a defaulting company's business can expose directors to liability under sections 243 to 248.

ConclusionCopy link to section

For a foreign owner, the Annual Declaration is the single filing that keeps a Bermuda entity alive on the register, and it is unforgiving on timing rather than complex in substance. Miss the January deadline and a fixed penalty bites at once; ignore it long enough and the company is struck off, with frozen accounts and an expensive court route back.

The sensible step is to fix the responsibility on a Bermuda registered agent who files the declaration, settles both the capital-based and regulatory fees, and answers the tax-scope questions on the same schedule every year. Confirm the current fee notice before each January, since the bands matter to the amount due.

How Expanship Can Help Your Business in BermudaCopy link to section

Expanship prepares and submits the Annual Declaration for foreign-owned entities, tracking the 31 January deadline, calculating the assessable-capital fee and regulatory fee, and completing the corporate income tax scope question on your behalf. Around that filing, we support the full lifecycle of a Bermuda entity owned from abroad.

• Company formation across exempted, local, permit, and LLC structures
• Registered agent and registered office services
• Ongoing compliance and annual filing management with the Registrar
• Accounting and bookkeeping, including record retention at the registered office
• Economic-substance and beneficial-ownership reporting support
• Introductions to banking partners for account opening

To keep your Bermuda filings on schedule, contact Expanship Bermuda to discuss your entity's requirements.

Frequently Asked QuestionsCopy link to section