Starting a Business - Bermuda

An exempted company may be 100% owned by non-Bermudians and is exempt from local ownership rules, but local (non-exempt) companies trading in the domestic economy must satisfy the 60/40 rule: Bermudians beneficially own at least 60% of shares, hold 60% of voting rights and form 60% of directors.

Incorporation of all exempted companies must be approved by the Bermuda Monetary Authority; personal declarations are required from beneficial owners holding 10% or more of voting shares, unless the owner is already known to the Authority or is a listed public company.

Standard sequence: reserve the company name with the Registrar; apply to the BMA stating intended business and beneficial ownership; obtain BMA approval (and Minister of Finance consent for investment, trust, fund, deposit-taking, money-services or insurance business); register the Memorandum of Association with the Registrar, who issues the certificate of incorporation.

There is no statutory minimum paid-up capital under the Companies Act 1981 (a single share with par value suffices; shares of no par value and bearer shares are not permitted). In practice exempted companies commonly use an authorised capital around US$12,000 to align with government fee bands.

Incorporation of an exempted company is typically completed within about five to seven business days once the application and beneficial-ownership information are submitted to the BMA.

A Bermuda registered office and at least one director plus a resident secretary or resident representative are required. Bermuda generally prohibits foreign franchises (except franchise hotels), and from July 2012 the 60/40 rule was relaxed only for certain prescribed/listed industries (e.g., telecoms, energy, insurance, hotels, banking, international transport).