Bermuda Offshore Company
Bermuda corporation and companies are guaranteed exemptions through 2016 on corporate tax, taxes profit or income, taxes on capital gains, or appreciation. In addition there is no inheritance tax nor is there estate duty on shares, debentures or other obligations of the company. As an added benefit, Bermuda is not a party to any double tax agreements.
The corporate structure of Bermuda offshore companies is flexible. The Bermuda Exempt Company is the most popular business entity incorporated by foreign investors on the island. Bermuda companies can be incorporated with just a single shareholder. the beneficial owners of the Bermuda company is disclosed to the governing authorities at time of incorporation. A register of directors and officers must be kept at the registered office and the register is open to inspection by the public
Bermuda corporations must have a minimum of 2 (individual) directors, with a satisfactory number of directors resident in Bermuda. The nationality of the directors is insignificant; they can be residents or foreigners.
Directors of Bermuda offshore companies must appoint president and vice-president (or chairman and deputy chairman) as officers, and these positions must be held by director of the company. Bermuda Companies law does not permit corporate directors., but does allow for corporate shareholders. If the Bermuda offshore company (Belize company can be an alternative) is an exempt company, the company should have two resident individuals, who serve as - secretary and resident representative, or - secretary and director, or - directors
The accepted authorized share capital for a Bermuda offshore company is US$ 12,000 (divided in to 12,000 common voting shares of US$ 1) and the minimum issued capital is US$ 1, but there is no obligation to pay up this capital.
By law, bearer shares for Bermuda companies are not permitted. Though, other shares such as preference shares, registered shares, redeemable shares and shares with or without voting rights are allowed. The Bermuda exempt company must maintain a registered office address within Bermuda at all times.
Exempt Bermuda companies do not have to file tax returns or financial reports in Bermuda or anywhere else for that matter, but companies should maintain accounting records that indicate the financial position of the company. Bermuda companies may toned to have audited financial statements (that are approved by the shareholders at the annual general meeting of the Company) if this condition is not waived by shareholders and directors. Copies of accounting records of the Bermuda offshore company should be kept at the registered office’s address, if the originals are kept outside Bermuda. No audit is necessary if the directors and shareholders have unanimously agreed not to appoint one.
Exempted Bermuda companies akin to Bermuda offshore companies are non-resident companies and as such are free from all Exchange Control regulations and may conduct business transactions in any currency.
The incorporation an offshore or exempt company in Bermuda can be completed in two (2) to three (3) weeks. All Bermuda offshore companies have to contract the services of a registered agent in Bermuda. Uniquely, the formation request of a Bermuda offshore company is always advertised in the local newspapers.
The Memorandum of Association is the backbone document for Bermuda offshore companies, and must contain
- The name of the exempted Bermuda company
- The purpose for which the offshore company is being formed
- State that the company is going to be an exempt(offshore) company
- The authorized share capital of the company
- The number of shares and classes of shares which will be issued
- The rights, restrictions, powers and privileges of each class of share issued
- The name and address of the registered agent
- The registered address of the company
- The by-laws of the company
The name of a Bermuda exempt corporation can be in any language. And Limited Liability Offshore companies must indicate such by adding the words Limited Liability, or its abbreviation at the end of the company’s name.
Bermuda offshore companies may not own Bermuda real estate property but the Bermuda exempt company can lease property for office use.