Bermuda company formation for non-residents

Why groups choose Bermuda

Bermuda is a British Overseas Territory in the Atlantic and one of the world's main insurance and reinsurance centres. Its exempted company is used by insurers, institutional investors, joint ventures and listed groups.

Its appeal is regulatory standing rather than low cost. Bermuda has a long-established regulator, the Bermuda Monetary Authority, and a Registrar of Companies that vets owners before incorporation.

If you need a simple, low-cost holding company, Bermuda is usually more than you need. If your counterparties expect a top-tier regulated jurisdiction, it can be worth the extra cost.

Bermuda is not on the EU list of non-cooperative jurisdictions for tax purposes or the FATF list of jurisdictions under increased monitoring, as of September 2026. For many counterparties, that clean standing is part of the reason to choose it.

Directors, secretary and local presence

An exempted company is formed under the Companies Act 1981. It needs at least one director and a secretary. Directors can be individuals or companies.

Section 130 of the Act requires local presence: at least one director, the secretary or a resident representative must be ordinarily resident in Bermuda. The company also keeps a registered office in Bermuda.

We arrange the registered office, the secretary and the resident representative through a licensed Bermuda corporate service provider. Their details appear in the company's public records.

The company's constitution is its memorandum of association, filed with the Registrar, and its bye-laws, which stay private. The memorandum states the company's objects and authorised share capital, and the capital figure feeds into the annual government fee.

• Directors: 1 or more
• Secretary: required
• Local presence: resident director, secretary or representative
• Registered office: in Bermuda

How we form your Bermuda company

Bermuda formation starts before the company exists. The corporate service provider submits details of the proposed beneficial owners for vetting, together with the business plan. Owners of 10% or more usually provide certified identity documents and a personal declaration.

Once the owners are cleared and the name is reserved, the memorandum of association is filed with the Registrar of Companies and the certificate of incorporation is issued. Most straightforward files take 1–2 weeks from KYC approval.

After incorporation, the first directors adopt the bye-laws, issue shares, appoint officers and open the statutory registers. We deliver the certificate, memorandum, bye-laws, share certificates and registers through the client portal.

Insurance, fund and digital asset businesses need a separate licence from the Bermuda Monetary Authority. That is a longer project with its own capital and governance rules, and we quote it separately.

Tax: no income tax for most, 15% for large groups

Bermuda has no income tax, capital gains tax or withholding tax for most companies. Government revenue comes from payroll tax, customs duty and annual company fees.

The Corporate Income Tax Act 2023 took effect on 1 January 2025. It charges 15% on Bermuda entities that belong to multinational groups with annual revenue of €750 million or more. Smaller groups and individual owners are outside its scope.

Exempted companies can apply for a tax assurance certificate, which protects against certain future taxes until 31 March 2035. It does not override the new corporate income tax for in-scope groups.

Your home country may still tax the company or you, especially if the company is managed from there.

Bermuda also exchanges financial account information under the Common Reporting Standard, so plan on your home tax authority knowing about the company.

Economic substance and audit

The Economic Substance Act 2018 requires every Bermuda entity to file an annual declaration with the Registrar. Companies carrying on relevant activities, such as insurance, fund management, financing, headquarters or holding, must show adequate management, staff, spending and premises in Bermuda.

By default, audited financial statements are laid before the annual general meeting. All shareholders and all directors can agree in writing to waive the audit, but regulated companies such as insurers cannot.

The company keeps proper accounting records at its registered office, or another place the directors decide, for at least five years, as the Companies Act 1981 requires.

If you are unsure whether your company carries on a relevant activity, tell us what it will do and where decisions will be made. We help you work through the test before the first declaration is due.

Registers and beneficial ownership

The register of members and the register of directors and officers are kept at the registered office and are open to public inspection. The memorandum is filed publicly; the bye-laws and financial statements are not.

The Beneficial Ownership Act 2025 took effect on 3 November 2025. Beneficial owners are filed with a central register at the Registrar of Companies through the corporate service provider (confirm the ownership threshold for your structure with your specialist). The register is not public; authorities, regulated firms and applicants with a legitimate interest apply to the Registrar for access.

Owners are also vetted before incorporation, and share transfers may need approval. Tell us before you change owners so the filings stay in order.

Annual upkeep and banking

Each year the company pays the annual government fee by 31 January, on a scale based on its assessable capital. It files its economic substance declaration and keeps the beneficial ownership information current.

Unless waived, it holds an annual general meeting and has its accounts audited. We coordinate these with the Bermuda service provider and send you each deadline with its cost well ahead of time.

For banking, we introduce you to suitable banks in Bermuda or elsewhere and prepare the application. The bank decides, and Bermuda banks expect strong source-of-wealth evidence.

If the annual fee is not paid, the Registrar can add penalties and, in the end, strike the company off. We track the date for you so this does not happen by oversight.