Key Takeaways
- The exempted company is the usual vehicle for non-resident owners incorporating in Bermuda.
- Reserving and obtaining approval of your company name precedes filing the incorporation application with the Registrar of Companies.
- Bermuda requires a registered office and local representation, plus decisions on directors, shareholders, and beneficial owners.
- After the Bermuda Monetary Authority consents and the certificate is issued, you set up statutory registers, issue shares, and hold the initial board meeting.
Incorporating a Company in Bermuda: An Overview of the Process
For a non-resident owner, the route into Bermuda runs almost entirely through the exempted company, a vehicle built for business conducted outside the territory and capable of being wholly foreign-owned. Incorporation is administered by the Registrar of Companies under the Companies Act 1981, and every application also passes through the Bermuda Monetary Authority (BMA), which vets the people behind the entity before any certificate issues.
This article explains how that process works in practice, from name reservation to the first board meeting, and what each step requires of a foreign applicant. Shelf companies are not sold here; each company is incorporated fresh.
You cannot file directly. A Bermuda law firm, accounting firm, or licensed corporate service provider must front the application, gather your due-diligence documents, and request the BMA's consent. The work can be completed remotely, so travel to the islands is not needed.
This guidance is most relevant to foreign investors, holding companies, and insurance or fund promoters evaluating Bermuda as a base for cross-border activity.
Choosing Your Company Vehicle: Focusing on the Exempted Company
The exempted company limited by shares is the standard choice for international transactions, and the overwhelming majority of companies formed in Bermuda take this form. The "exempted" label refers to exemption from the rule that at least 60% of equity be held by Bermudians, which is why such a company may be 100% foreign-owned and controlled.
An exempted company may be based in Bermuda and carry on business from Bermuda, provided that business is external to the territory or conducted with other exempted companies. It cannot trade locally, do business within Bermuda, or own real estate there.
Insurance and reinsurance, investment holding, and financial structures dominate this category. With limited exceptions, the BMA designates exempted companies as non-resident, leaving them free to operate in any currency other than resident Bermuda dollars and outside exchange control.
Three other vehicles serve narrower needs:
- LLCs, available under the Limited Liability Company Act 2016, favoured by US-managed investment structures
- Exempted limited partnerships, used for private equity and alternative funds
- Segregated accounts companies (SACs), used for captive insurance, structured finance, and ring-fenced funds
Amendments to the Exempted Undertakings Tax Protection Act 1966, made by the Corporate Income Tax Act 2023, are operative from 1 January 2025. The interaction between the long-standing tax assurance and the new corporate income tax should be confirmed with Bermuda counsel before you commit.
Company Incorporation in Bermuda
Set up your company in Bermuda with Expanship handling registration end to end.
Reserving and Obtaining Approval of Your Company Name
You begin by reserving a name through the Registrar's online portal, where availability can also be checked. The government fee for reserving a name is BD$100, set on 1 April 2023. Reservation does not grant final clearance, which comes only at incorporation, but it blocks any other applicant from taking the same name in the meantime.
The Registrar will refuse a name that conflicts with an existing registration, is identical or deceptively similar to a registered entity, or implies a link to the Crown or government without approval. Words such as "bank," "insurance," and "trust" point to regulated activity and cannot be used without the relevant licence.
Your chosen name must close with a limited-liability suffix, typically "Limited" or "Ltd." A separate government fee of BD$340, effective 1 April 2023, applies to the consideration of the registration application itself.
Appointing Your Registered Office and Local Representation in Bermuda
Every company must keep a registered office in Bermuda at all times, and it cannot be a post office box. This address is where notices are served and where the share register, register of directors, and minute book are held; those registers are open to public inspection. Letting the requirement lapse breaches the Companies Act 1981 and can draw penalties, with persistent default leading to the company being struck off.
Bermudian law also requires a resident representative, often called the registered agent. This person serves as the formal link between the company and the BMA, helps maintain statutory records, and supports annual filings; they must be ordinarily resident in Bermuda or be a local entity.
To meet the residency rule, an exempted company must have at least one of the following ordinarily resident in Bermuda: a director, the company secretary, or the resident representative. Every exempted company must additionally appoint a resident company secretary, which may be an individual or a body corporate.
In practice, a Bermuda law firm, accountancy practice, or licensed CSP supplies the registered office, the resident representative, and the secretary together as a package.
Ongoing Compliance in Bermuda
Keep your Bermuda entity compliant with filings, returns, and statutory obligations.
Deciding on Directors, Shareholders, and Beneficial Owners
A foreign owner enjoys wide latitude on who controls the company. The rules differ across the three roles, so it helps to take them in turn.
Directors
One director and one secretary is the statutory minimum. A director may be a natural person or a legal entity of any kind, and there is no requirement for even a single locally resident director on an exempted company.
Nationality and residence place no bar on directorship. The company must file a list of directors with their names and addresses, and notify the Registrar of any change within 30 days.
Shareholders
A single shareholder is permitted, and no maximum number applies. Shareholders need not be Bermudian, foreign individuals and entities may hold all of the shares, and corporate shareholders are allowed. The Companies Act sets no minimum share capital.
Beneficial Owners
The BMA must approve the incorporation of every exempted company, and its scrutiny centres on the people behind it. Each ultimate beneficial owner holding 10% or more must sign a declaration and provide certified identification, attesting to their good standing.
| Trigger | Threshold or deadline |
|---|---|
| BMA declaration and certified ID required | UBO holding 10% or more |
| Entry on the beneficial ownership register | Individual owning or controlling 25% or more |
| Notify BMA of a change | Within 14 days of becoming aware |
Preparing the Memorandum of Association and Bye-Laws
The memorandum of association and the bye-laws together form the company's constitution. The memorandum is filed with the Registrar and sits on the public record; the bye-laws govern internal affairs and are largely private.
Your memorandum must state the company name, that members' liability is limited, the objects (or that they are unrestricted), any secondary name, the names, addresses, and nationalities of the subscribers, the fact that the company is exempted, and its land-holding powers. It must also fix the authorised share capital, for which there is no statutory minimum except in the case of insurers.
Authorised capital is an internal decision rather than a regulatory threshold, though issued shares can never exceed the authorised figure. The bye-laws address directors, the rights attaching to different share classes, and commonly require board approval for share transfers.
Amendments to the bye-laws are made by the directors subject to shareholder approval, and need no sign-off from the Ministry of Finance or the BMA. A company with share capital must file extracts of certain bye-laws, and file any amendments within 30 days. Board and shareholder meetings may be held by telephone or other electronic means.
Bermuda Incorporation Pricing
See transparent pricing to incorporate and maintain a company in Bermuda.
Submitting the Incorporation Application to the Bermuda Registrar of Companies
The application for permission to issue shares, with supporting information on the ultimate beneficial owners and their declarations, goes to the BMA first. Where the company intends restricted activity, the Ministry of Finance or BMA must also consent. Restricted activities include investment business, trust business, mutual fund business, deposit-taking and money services, and initial coin offerings.
Your Bermuda law firm or CSP collects the KYC documentation and requests the BMA's consent before anything reaches the Registrar. Documents typically assembled for the BMA and Registrar include:
- The reserved company name
- Draft memorandum of association and draft bye-laws
- Registered office address, intended activities, and shareholder information
- Certified passport or official ID for each UBO holding 10% or more
- Personal declarations signed by the shareholders
- For corporate applicants, the entity's constitutional documents, registers of directors and shareholders, proof of registered office, and recent bank statements
Documents originating outside Bermuda generally require notarisation, and where the country of origin is a party to the Hague Convention, apostille certification. The KYC file is held by the licensed registered agent rather than lodged routinely with the BMA, though the Authority may demand access during a review; the agent carries the primary compliance duty under the Proceeds of Crime Act 1997. The government fee for considering the application under section 6 is BD$340, in effect from 1 April 2023.
Registry Review, Bermuda Monetary Authority Consent, and Issue of the Certificate of Incorporation
The BMA assesses the application against the declared financial standing and integrity of the proposed owners. Once satisfied, it issues a consent to incorporate, after which the memorandum of association may be filed with the Registrar, who then issues the Certificate of Incorporation.
Timing depends on whether Ministerial consent is needed. The Government of Bermuda states that a formation requiring no Ministerial consent may complete within one day of the application being received; where consent is required, processing runs up to one week from the date the Registrar holds all information and personal declarations. Some service-provider guides describe a practical experience of three to five working days, but that is not confirmed by the official fee schedule and can vary.
A government incorporation fee falls due at incorporation and again each January, on a sliding scale tied to assessable capital. For a company with assessable share capital up to BD$12,000, the annual fee has been cited at BD$2,095, drawn from a published reference to the government schedule; because these fees are reviewed annually, confirm the current figure against the Government Fees Regulations or with us before relying on it. Where incorporation occurs after 31 August, only half the annual fee is payable at that point.
Fees can be settled through the Registrar's online Catalyst portal. Once incorporated, you can obtain a Certificate of Compliance, also called a Certificate of Good Standing, confirming the company's standing under the Companies Act 1981.
First Steps After Incorporation: Statutory Registers, Share Issuance, and the Initial Board Meeting
On incorporation, the subscribers to the memorandum become the provisional directors, holding limited powers until the shareholders appoint a board. At the organisational stage they approve the bye-laws, subject to confirmation by the shareholders at the statutory general meeting.
The provisional directors must convene a general meeting once the minimum share capital is subscribed. That meeting counts as the annual general meeting for its year and is usually followed by the first board meeting.
Share activity often needs BMA clearance. The issue of shares after incorporation can require prior BMA approval, and in most cases so does a transfer of the beneficial interest in shares or an issue to a new shareholder; investment fund companies and entities listed on an appointed stock exchange are exceptions.
You must establish and keep the following at the registered office:
- The beneficial ownership register
- The register of members (share register)
- The register of directors and officers
- The minute book
The registers of members and of directors and officers are open to public inspection. Certain beneficial ownership information must reach the BMA, with changes notified within 14 days. A company with share capital files extracts of certain bye-laws and any amendments within 30 days.
The only annual return to the Registrar is the statutory declaration of authorised share capital, due each January and used to calculate the government fee. Exempted companies generally need not file accounts, and any financial records may be held anywhere in the world. A company may also seek an assurance from the Minister of Finance under the Exempted Undertakings Tax Protection Act 1966 against future taxes on profits, income, capital gains, and estates until at least March 2035, though the effect of the Corporate Income Tax Act 2023 on that assurance should be verified with Bermuda counsel.
Conclusion
Incorporating in Bermuda is a structured but quick process for a foreign owner who works through a licensed local provider: name reservation, BMA consent on the people behind the company, and filing of the memorandum to obtain the certificate. The exempted company carries no local-director or minimum-capital burden and can be wholly foreign-owned, which is why it dominates international use of the jurisdiction. The two points that most reward early attention are the BMA's beneficial-ownership scrutiny and the shifting tax position from 1 January 2025. Confirm current government fees and the tax assurance with qualified advisers before you file.
How Expanship Can Help Your Business in Bermuda
Expanship manages Bermuda incorporations end to end, acting through licensed local channels to reserve your name, prepare the constitutional documents, assemble beneficial-owner declarations, and secure BMA consent before filing with the Registrar. The same team supports the wider needs of a foreign-owned entity once it exists.
- Company incorporation and document preparation
- Registered office and resident representative or secretary services
- Tax registration and filing aligned with the current regime
- Ongoing compliance and statutory register management
- Accounting and bookkeeping
- Banking introductions
To discuss your structure and the documents you will need, contact Expanship Bermuda.
Frequently Asked Questions
Yes. An exempted company is exempt from the rule reserving 60% of equity for Bermudians, so foreign individuals and entities may hold 100% of the shares and control the company. Corporate shareholders are also permitted.
No locally resident director is required for an exempted company. The residency rule is met if any one of a director, the secretary, or the resident representative is ordinarily resident in Bermuda, and providers usually supply the secretary or representative for this purpose.
A formation that does not require Ministerial consent can complete within one day of the Registrar receiving the application. Where consent is needed, the Government of Bermuda allows up to one week from the date all information and personal declarations are in hand.
The Companies Act 1981 sets no minimum share capital for an exempted company, except for insurers. Authorised capital is your own decision, though issued shares cannot exceed the authorised amount, and the figure affects the annual government fee.
The BMA must approve every exempted incorporation and examines the standing of the ultimate beneficial owners. Each UBO holding 10% or more signs a declaration and supplies certified identification, while any individual controlling 25% or more is recorded on the beneficial ownership register.
No. Incorporation can be completed remotely through your appointed law firm or corporate service provider, with documents from outside Bermuda generally notarised and, where applicable, apostilled.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
