Bermuda

Personal income tax

None.

Corporate income tax

Bermuda levies a payroll tax, but does not tax the income of a company.

Exchange restrictions

None, if designated as non-resident. Consent required for certain issues and transfers of securities.

Isle of Man

17 July 2019.

Chile

29 May 2019.

Belgium

November 2018.

United Kingdom

July 2018.

Permitted currencies

Any such currency as the company thinks expedient (excluding Bermuda dollars for exempted companies).

Minimum authorised capital

None, except where the company writes insurance for its own account, in which case it must have a minimum authorised share capital of $120,000.

Minimum share issue

One.

Shelf companies

No.

Timescale for new entities

5 to 7 days.

Incorporation fees

Professional fees and disbursements may vary but are estimated to be a minimum of $3,500 plus disbursements. Disbursements include the registration and filing fees, the initial annual government fee and related expenses. Annual corporate administration fees for the provisions of corporate secretarial fees and registered office will vary but are likely to be a minimum of $5,700 per year plus disbursements.

Annual fees

For exempted companies, those that are designated as non-resident, fees will range from $2,095 - 32,676 depending on share capital and assessable share capital. For local companies, fees will range from $685 - 19,330 plus an annual filing fee of $50.

Minimum number

One.

Residency requirements

Companies that are designated as non-resident must have a minimum of one Director or Company Secretary who is ordinarily resident in Bermuda. Local companies must be at least 60% owned and controlled by Bermudians (subject to certain exceptions). All companies, LLCs and partnerships must comply with Economic Substance requirements.

Corporate directors

Yes.

Meetings/ frequency

No statutory requirement. However, the frequency of meetings will be determined based on the economic substance requirements of the entity must be managed and directed in Bermuda. The Registrar will assess whether the entity holds an adequate number of meetings in Bermuda where strategic decisions, risk management decisions and operational decisions are made.

Disclosure

Yes, save in the case of mutual fund companies.

Bearer shares

No.

Minimum number

One.

Public share registry

Register of members to be kept at the Registered Office (save in the case of mutual fund companies) available for inspection by the public.

Meetings/ frequency

A minimum of one annual general meeting of the members must be held each calendar year.

Annual return

Yes.

Audit requirements

Yes, unless waived by all shareholders and all directors.

Recent Legislation

• Civil Aviation (Air Transport Licencing) Amendment Act 2024

• Companies Amendment Act 2023
• Corporate Income Tax Act 2023
• Digital Asset Business (Client Disclosure) Amendment Rules 2023
• Digital Asset Business (Cyber Risk) Rules 2023
• Digital Asset Business Amendment Act 2023
• Digital Asset Business Exemption Order 2023
• Gaming Amendment Act 2023
• Government Fees Amendment Regulations 2023
• Government Fees Amendment (No 2) Regulations 2023
• Stamp Duties Amendment Act 2023
• Investment Funds Amendment Act 2023
• Investment Fund Amendment Rules 2023
• Investment Fund Offering Document Amendment Rules 2023
• Tourism Investment Amendment Act 2023

Pending Legislation

• Distilleries Licencing Act 2023
• Investment Business Amendment Act 2024
• Trademarks Act 2023
• Trademarks Regulations 2023
• Payroll Tax Amendment Act 2024

Registered office

Yes, must be in Bermuda and cannot be a post-box.

Domicile issues

Re-domiciliation is permitted.

Company naming restrictions

Yes, cannot be the same as the name of an existing company, or contain 'Chamber of Commerce', 'municipal', 'chartered' 'co-operative', 'building society'. Must have suffix 'Limited' or 'Ltd.' (except for unlimited company).