Setting up a company in Bermuda | A step-by-step guide

In this section of our guide, we continue to look at how to set up your business in Bermuda. Situations will of course vary depending on your current situation and plans and so this is necessarily general guidance only. Let’s begin by looking at the specific requirements for setting up an exempted company.

a) Steps to incorporate an exempted company

  1. The Bermuda Monetary Authority (BMA) must first approve the incorporation of your business. One requirement at this stage is that each principle beneficial owner holding 10% or more of the share capital provides a certified form of identification. They must also declare any participation in other Bermudian businesses
  2. The intended name of the business is then registered with the Registrar of Companies. They will check that your name is available and that there is no conflict with already existing business names
  3. Once the BMA has given consent you can now begin your Memorandum of Association. This will list the names of all associated members. It will also state the specific objects of the company and whether there are any kinds of restrictions on transactions. The memorandum must also contain specific information about the share capital of the company
  4. If you have chosen to set up a Partnership, you will also need a Certificate of Partnership where all named partners are confirmed
  5. The Bye-Laws must also be prepared. This contains the necessary information on share capital, the shareholders and how many are required to carry out a decision, and the duties of the secretary
  6. These documents are registered with the Registrar of Companies. Bye-Laws are not available to the public, however you Memorandum of Association is. Once you have received your Certificate of Incorporation you may begin with the meetings
  7. You should next hold a meeting with the shareholders. Together in this meeting, the Bye-Laws will be approved and the Board of directors will be appointed. If necessary, this is the moment to appoint the company’s auditor
  8. Finally, you should have a meeting with the Board of directors to confirm the registered address of the business, approve the payment of government fees, apply for tax exemption where applicable, open bank accounts and appoint accountants

b) Steps to incorporate a local company

The first thing to bear in mind when setting up a local company in Bermuda is the 60:40 rule. This states that 60% of the company must be owned by Bermudian nationals.

As of 2018 and in accordance with section 114B of the Companies Act, this rule has been relaxed: A local company may apply for a licence to be excluded from the 60:40 rule depending on various circumstances such as the economic situation in Bermuda at that time. The reason for this change is to encourage international investment.

Steps to incorporate are similar to those for incorporation of an exempted company.

  1. The company name must be decided on and registered with the Register of Companies
  2. A Memorandum of Association must be prepared, along with Personal Declarations by each of the non-Bermudian company members
  3. All documents then have to be presented to the BMA for approval and then to the Registrar of Companies for incorporation
  4. Once the company is incorporated, the same meetings can be held as with the exempted companies in order to appoint the necessary directors, a registered address, tax registration, and the opening of bank accounts

Setting up a company in Bermuda | Staffing your new office

Staff wishing to work in Bermuda must fall into one of the following categories:

  • Be a Bermudian citizen, married to a Bermudian citizen, have permanent residency in Bermuda, or if an expat from overseas they must have been issued a working permit (more about Bermuda work permits)

New Business Work Permits:

  • A New Business Work Permit are available for exempted companies that have been operating in Bermuda for less than six months. Introduced to assist you, they grant automatic approval of all work permits for the first six months without the need to advertise such positions and go through the usual visa process
  • The permit terms range from one to five years. At the end of the New Business Permit term, the company can then apply for a standard work permit for the foreign individual in the usual way

If you are looking for professional staff, either locally based or sourced internationally, contact Hamilton Recruitment today.

Where to find additional help

Bermuda’s Business Development Agency provides all of the most up-to-date information as well as a Concierge Service to connect you with suitable people and services for your business needs. There is also news and information on business events taking place in Bermuda.

If you require more information regarding business set up and finances, currency, fees, and business plans, the Bermuda Monetary Authority is an excellent resource.

READ PART 1 OF THIS ARTICLE HERE

Read the ICAEW economia magazine interview with our founder, together with the premier of Bermuda and the CEO of Deloitte’s Caribbean & Bermuda region, in their country profile on Bermuda.

— Download our Recruitment Solution for Bermuda Start-ups PDF —

The information provided above is for general introductory purposes only. If you are interested in setting up a company in Bermuda, be sure to take appropriate professional advice. If you are setting up a business and would like assistance in staffing up your team, book a Discovery Call with us today.