An exempted company limited by shares (a
"Company") is the most commonly used
type of Bermuda legal entity for international transactions. This
note describes the incorporation process in Bermuda. It is intended
to be a summary only, and is not exhaustive.
Formation of a Company is subject to the requirements of the
Companies Act 1981 of Bermuda (the
"Act"). Under the Act the appropriate
permissions and registrations must be made with the Bermuda
Monetary Authority (the "BMA") and the
Registrar of Companies (the
Walkers Corporate (Bermuda) Limited will be required to gather
information on the proposed shareholders of the Company, including
standard KYC documentation, and request consent from the BMA to
Licensing or authorisation may be required from the BMA where it
is proposed that the Company engage in regulated activities in the
local market or from a physical location in Bermuda, for example
insurance, investment business, trust business, asset management,
corporate services and deposit taking and money services.
Applications to the BMA are typically pursued following
incorporation of the Company.
Application to the Registrar of Companies
An application to incorporate will be submitted by filing the
following documents at the Registrar:
the Memorandum of Association;
name reservation request;
Form 13 (notice of registered address); and
the appropriate filing fees.
A Company shall be deemed to be registered as of the date of
filing and the Registrar shall issue a Certificate of
The Certificate of Incorporation will generally be issued within
five working days.
The constitution of a Company consists of a memorandum of
association (the "Memorandum") and the
bye-laws (the "Bye-laws").
Pursuant to the Act, any one or more persons associated for any
lawful purpose may, by subscribing their names to the Memorandum,
and otherwise complying with the Act in respect of registration,
form an incorporated company.
The most common form of Company is a company limited by shares,
with a share capital divided into shares having a par value. A
company may also be incorporated by way of unlimited liability or
The Memorandum must be filed at the Registrar and will be open
to inspection by members of the public. The bye-laws do not need to
be filed and may remain private.
The objects of a Company will be set forth in the Memorandum. In
a majority of cases, the objects clause will be worded very broadly
using a formulation such as, "the objects for which the
Company is established are unrestricted and the Company shall have
full power and authority to carry out any object not prohibited by
Bermuda Residency Requirements
A Company must have a registered office situated in Bermuda to
which all notices and communications may be addressed.
There are no residency or qualification requirements for
shareholders of a Company nor is a Company required to hold board
meetings or shareholder meetings in Bermuda (or elsewhere) unless
so required under its bye-laws.
A company secretary is required and at least one of the
following of a Bermuda company must be ordinarily resident in
A Company may have a sole director and can be a natural person
or corporate entity.
Taylors, through its professional services provider Walkers
Corporate (Bermuda) Limited, can provide registered office,
corporate secretarial and resident representative services.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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