What a Bermuda company is
Bermuda companies are incorporated under the Companies Act 1981 and must be registered with the Registrar of Companies.
A company is a separate legal person. From the date of registration the subscribers to the memorandum of association, together with such other persons as become members, are a body corporate by the name stated in the memorandum, with perpetual succession (section 14(3)). The finances of the business are separate from the personal finances of each shareholder. In exchange, a company carries formalities, reporting duties and management responsibilities that other forms do not.
A company has the capacity of a natural person. Subject to the Act and to its memorandum, the objects of a company are unrestricted and it has the capacity, rights, powers and privileges of a natural person (section 11(1)).
A company may have a single shareholder. The Act provides for the incorporation of companies with one shareholder.
Bearer shares are prohibited, as is their issue and transfer (sections 53A and 54).
The forms of company
Section 5(2) provides that a company may be formed in one of three ways, distinguished by the liability of its members.
Unlimited liability
| Form | Liability of members | Notes |
| Limited by shares | Limited to the amount, if any, unpaid on the shares held | The most common form. The memorandum must state the authorised capital and its division into shares of a fixed amount |
| Limited by guarantee | Limited to the amount each member undertakes to contribute to the assets of the company if it is wound up | Available only in the circumstances described below |
| Unlimited liability | Unlimited | Rare in practice |
A company limited by shares may re-register as an unlimited liability company with the agreement of all its members (section 14A). An unlimited liability company may re-register as a company limited by shares or by guarantee by resolution at a general meeting (section 14B).
Companies limited by guarantee may only be formed where the purpose of the company is to promote art, science, religion, charity, sport, education or another social or useful purpose, and its profits and income are applied in promoting those purposes with no dividends paid to members, or in the other limited circumstances permitted by section 5(3). If the Registrar is of the opinion that the purpose of a proposed guarantee company is not one of these, the Registrar must refuse to register it, with an appeal to the Minister whose decision is final (section 6(4) and (5)).
Where the Minister is satisfied that a company about to be formed is for promoting art, science, religion, charity, sport or another useful object, and its constitution applies profits to those objects, prohibits dividends and distributions to members, and requires assets on a winding up to pass to a body with similar objects, the Minister may licence it to be registered without the word ‘Limited’ in its name (section 9).
Local companies and exempted companies
Every Bermuda company is either local or exempted. The distinction turns on who may own it and where it may carry on business.
Local companies are incorporated to trade primarily in Bermuda. A local company may not carry on business of any sort in Bermuda unless it complies with Part I of the Third Schedule, or is a wholly owned subsidiary of a company that does; or is listed in Part II of the Third Schedule; or is licensed under section 114B, or is a wholly owned subsidiary of such a licensed company; or is a company whose shares are listed on a designated stock exchange and which is engaged as a business in a material way in a prescribed industry, or a wholly owned subsidiary of such a company (section 114(1)).
Part I of the Third Schedule requires that the company be controlled by Bermudians, that at least sixty per cent of the total voting rights be exercisable by Bermudians, and that the percentage of Bermudian directors and the percentage of shares beneficially owned by Bermudians each be not less than sixty per cent.
A local company may apply to the Minister under section 114A for a licence to carry on business in Bermuda notwithstanding that Bermudian control is below sixty per cent.
Exempted companies are incorporated to conduct business outside Bermuda. They are called exempted because they are exempt from the sixty per cent Bermudian ownership requirement. The memorandum must state that the company is to be an exempted company (section 7(1)). In exchange, section 129 restricts what an exempted company may do in Bermuda, and a licence under section 129A is required to carry on business in Bermuda beyond a list of permitted exceptions.
Every exempted company must have at least one of the following: a director ordinarily resident in Bermuda who is not an alternate; a secretary who is an individual or company ordinarily resident in Bermuda; or a resident representative who is such an individual or company (section 130).
How a company is incorporated
To incorporate a company in Bermuda you will require assistance from a law firm, accounting firm or corporate service provider located in Bermuda. Corporate service provider business may only be carried on under a licence granted under the Corporate Service Provider Business Act 2012.
- Reserve the name. A name may be reserved not more than three months before the application for registration, for a period not exceeding three months (section 6A). The Registrar may refuse an undesirable name, or one identical or deceptively similar to an existing name (section 8).
- Check whether the proposed activity is restricted or prohibited. A company may not carry on a restricted business activity listed in the Ninth Schedule without the consent of the Minister (section 4A). The restricted activities are operating a financial institution within section 1(1) of the Bermuda Monetary Authority Act 1969, other than an investment fund or a person registered under section 4 or 10 of the Insurance Act 1978; digital asset issuances under the Digital Asset Issuance Act 2020; providing specified professional services to the general public; and acquiring or holding land other than under sections 120 and 129. The Tenth Schedule lists activities no company may carry on at all: trafficking in armaments, providing unauthorised gaming services, and unauthorised dealing in controlled drugs (section 4B).
- Prepare the memorandum of association and the bye-laws.
- Identify the beneficial owners. The application discloses the beneficial owners of the company, and the relevant legal entities through which they hold their interests, together with personal declarations where required.
- Advertise, if the company is to be local. Not more than three months before the application, publish in an appointed newspaper an advertisement announcing the intention to incorporate, specifying the name and stating the proposed objects (section 6(2)).
- Select a registered office in Bermuda, and select the directors, officers and company secretary. A registered office is mandatory (section 62) and may not be a post office box.
- Apply for any licence or permit required by the nature of the proposed business.
- File with the Registrar and pay the government fees.
What the memorandum of association must state
The memorandum must state (section 7):
- the name of the company, ending in ‘Limited’ for a company limited by shares or by guarantee, subject to section 9;
- that the liability of members is limited, for a company limited by shares or by guarantee;
- the objects of the company, or that its objects are unrestricted;
- any secondary name;
- the names, addresses and nationalities of the subscribers, and which of them, if any, has Bermudian status;
- whether the company is to be an exempted company; and
- the period fixed for the duration of the company, or the dissolution event, if any.
For a company limited by shares the memorandum must also state the authorised capital, its division into shares of a fixed amount and the subscribers’ agreement to take shares. For a company limited by guarantee it must state the members’ contribution undertaking. It must be signed by each subscriber before at least one attesting witness or, if delivered as an electronic record, authenticated as the Registrar directs.
Declarations made on incorporation. Every company must inform the Registrar on its application whether it proposes to carry on a relevant activity for economic substance purposes and the type of that activity (section 5A), and whether it will be a Bermuda Constituent Entity under the Corporate Income Tax Act 2023 (section 5B). Information filed under section 5B is not publicly available, but may be shared by the Registrar with the CIT Agency.
Forms are published at www.gov.bm/services/registrar-companies-forms and filings are made through www.registrarofcompanies.gov.bm.
Registration and the certificate of incorporation
The memorandum is delivered to the Registrar who, if satisfied that the company will be in compliance with the Act, registers it, issues a certificate of incorporation showing the date of registration, and attaches to the certificate a facsimile of the memorandum (section 14(2)).
No defect in the formalities leading up to incorporation affects the validity of the incorporation, and the certificate of incorporation is conclusive evidence of due incorporation and of the date of incorporation (section 15).
The Registrar enters the company’s name, its certificate of incorporation, its memorandum of association and its registered office address in the register (section 14(4) and (5)). The register is available for search online at www.registrarofcompanies.gov.bm.
Bye-laws are not filed as part of the memorandum. Prescribed information from sections 13(2)(a), (e) and (f) and 13(2A) is filed with the Registrar but is not made available to the public (section 13(2B)). Bye-laws become operative if approved at the statutory general meeting.
Continuance into Bermuda
A body corporate incorporated outside Bermuda may be continued in Bermuda as an exempted company under section 132C. It must obtain all necessary authorisations in its home jurisdiction, provide a memorandum of continuance, and provide financial statements for a period ending within twelve months of the proposed continuance date.
The Registrar issues a certificate of deposit of the memorandum of continuance and a certificate of continuance. From the date of registration the entity is a company to which the Companies Act applies as if it had been incorporated in Bermuda on that date, and the memorandum of continuance is deemed to be its memorandum of association.
Continuance does not create a new legal entity and does not prejudice or affect the continuity of the body corporate (section 132E(2)). Property, obligations, causes of action, proceedings and judgments carry over.
What information the Registrar holds about a company
The Registrar holds the following, which may be searched online at www.registrarofcompanies.gov.bm:
- the company’s name and registration number;
- its certificate of incorporation, or certificate of continuance;
- its memorandum of association;
- the address of its registered office;
- its date of incorporation;
- previous company names;
- information on mortgage charges;
- the register of directors filed under section 92B; and
- copies of licences granted under sections 114B and 129A, lodged by the Minister.
Filed each year. Companies file an annual declaration through the online register. Those declarations record whether the company carries on a relevant activity for economic substance purposes and, since December 2024, information relevant to the administration of the Corporate Income Tax Act 2023. Local companies also file an annual return of shareholdings under section 117.
Beneficial ownership information
Every Bermuda company, whether local or exempted, is subject to the Beneficial Ownership Act 2025, which came into force on 3 November 2025. That Act consolidated the requirements previously in Part VIA of the Companies Act 1981 and moved the central register of beneficial ownership from the Bermuda Monetary Authority to the Registrar of Companies. Filings formerly made to the Authority are now made to the Registrar.
Who is a beneficial owner. An individual who directly or indirectly ultimately owns or controls twenty-five per cent or more of the shares, interests or voting rights; or who exercises ultimate effective control over the management of the company; or who exercises control by other means. Where no individual meets any of those tests, the individual holding the position of senior manager is the beneficial owner (section 6).
What the company must do. Take reasonable steps to identify its beneficial owners (section 7); take reasonable measures to verify their identity against documents, data or information from a reliable and independent source before entering them on the register (section 9); establish and maintain a beneficial ownership register (section 10); and update it within fourteen days of being notified of a change (section 11).
What must be recorded for each individual beneficial owner: full name and any secondary or alternate names; residential and service addresses; all nationalities; date of birth; government-issued identification details, being the document number, issuing country, date of issue and date of expiry; the nature and extent of the interest held; and the dates of entry and cessation. Additional particulars are required for relevant legal entities, including legal form, governing law, registration number, any stock exchange listing and nominee status.
What is filed with the Registrar. The minimum required information is filed on registration, on continuation into Bermuda, on conversion, and on an application for permission to carry on business (section 15(1)). Changes are filed as the Registrar requires.
What the Registrar does. The Registrar of Companies verifies the beneficial owners disclosed on the filing before the company is registered, and verifies the beneficial ownership information filed with it thereafter, so that what the central register holds is adequate, accurate and current.
Exemptions are narrow. Only companies whose shares are listed on the Bermuda Stock Exchange or an appointed stock exchange, and their subsidiaries, are exempt (section 3(2)). An exempt company must confirm its status to the Registrar with evidence of the listing, and notify any change within fourteen days.
Who may see it. The central register is not public. Access is confined to the competent authorities listed in section 18(1), and to relevant persons under the anti-money laundering regulations for the purpose of conducting customer due diligence.
Enforcement. Sanctions sit in the Registrar of Companies (Compliance Measures) Act 2017 and include compliance questionnaires, information requests, inspections, notices to comply, default fines and civil penalties, with a warning notice and decision notice procedure and an appeal to the Supreme Court.
How to obtain information about a registered company
All information on entities registered with the Registrar of Companies is accessed through the online register at www.registrarofcompanies.gov.bm. A user account is required, and registration for an account requires proof of identity in the form of a government-issued identification document. Fees apply.
A search returns the entity’s registered office address, its memorandum of association, its date of incorporation, information on mortgage charges and previous company names. Filings and certificate requests are made through the same portal.
Enquiries may be directed to the Registrar of Companies at helpcenter@rocbda.com, by telephone on (441) 297-7574, or at 30 Parliament Street, Hamilton HM 12.