Conducting Business in Bermuda

Local Companies (114A)

A local company may apply to the Minister responsible for the Companies Act 1981 (the “Act”) for a licence to conduct business in Bermuda. A local company that does not meet the Bermudian ownership and control requirements in Part I of the Third Schedule to the Act may apply under section 114A for a licence granted under section 114B. The issuance of such a licence is at the discretion of the Minister and may be for such duration and subject to such terms and conditions as the Minister may see fit to impose.

When deciding whether or not to grant a licence, the Minister will be guided by whether it would be in the public interest and will have regard to, amongst other things, the economic situation in Bermuda, the nature and previous conduct of the company and persons having an interest in the company, any advantages or disadvantages which may result from the company carrying on business in Bermuda, and the desirability of retaining in the control of Bermudians the economic resources of Bermuda.

Exempted Companies (129A)

Companies incorporated by non-Bermudians for the purpose of conducting business outside Bermuda are known as “exempted companies”, and are so called because they are exempted from those provisions of the Act which stipulate that at least 60% of the equity must be beneficially owned by Bermudians.

In general terms, section 129 of the Act restricts an exempted company from carrying on business in Bermuda, except to the extent that it is so authorized by its constitutional documents and has been granted a licence by the Minister responsible for the Act, who will form a view as to whether or not the granting of such a licence is in the best interest of Bermuda. There are certain activities that are expressly excluded from the requirement for a licence. Such activities, amongst others, include: doing business with other exempted undertakings (e.g. exempted companies, permit companies, exempted partnerships and exempted unit trust schemes) in furtherance of the business of the exempted company that is being conducted outside Bermuda; dealing in securities of exempted undertakings, local companies or partnerships; carrying on business as manager or agent for, or consultant or adviser to, any exempted company or permit company which is affiliated (whether or not incorporated in Bermuda) with the exempted company; or an exempted partnership in which the exempted company is a partner; carrying on the business of re-insuring risks undertaken by any company incorporated in Bermuda and permitted to engage in insurance and reinsurance business; in the case of mutual funds, marketing of shares or dealing with holders of shares of an exempted company where the exempted company is a mutual fund; marketing interests in or dealing with holders of interests in a limited partnership in respect of which the exempted company is a general partner; and marketing units in or dealing with holders of units in a unit trust scheme in respect of which the exempted company is a manager.

Permit Companies (134)

Applications for a permit are made online through the Registrar of Companies portal. An application fee of $350 applies.

Annual fees for permit companies

A permit company must pay an annual fee (set out below) and a corporate regulatory fee of $500 before it starts business in Bermuda, and then during March of each year. Its annual statement must be filed at the same time. If a permit is issued after 31 October, the annual fee for that year is halved (the $500 corporate regulatory fee is not).

The annual fee depends on the company's business:

In addition, a permit company that manages unit trust funds pays $3,050 for each unit trust fund it manages.

"Physical presence" means the company operates from Bermuda with staff and management present in Bermuda, has an affiliate that does so, or is a member of a group one of whose members does so.

If a company does not carry on the business that attracts a higher fee in a year, it pays the lower fee for that year.

Licence Fees

An application fee of $2,205 applies to section 114B (local company), section 129A (exempted company), Local LLC 12 and Exempted LLC 25 licence applications.

Once a licence is issued, a licence issuance fee of $1,050 must be paid to the Government. Thereafter, an annual licence fee of $1,050 is payable on or before 31 January of each year for as long as the licence subsists.

The application fee is set by the Government Fees Regulations 1976 (Head 16, items 42 and 43, and Head 40, item 30), and the issuance and annual fees by section 114C of the Companies Act 1981.

How to Apply for a License to Carry on Business in Bermuda

All 114B and 129A licence applications must be made by logging onto www.registrarofcompanies.gov.bm, setting up a user account and paying the requisite licence fees.

Before applying for a licence or permit, or for the renewal of a licence or permit, you must advertise your intention to apply in an appointed newspaper:

1. Section 114B licence: not less than seven days before the date of application.
2. Section 129A licence: not less than seven days before the application.
3. Section 134 permit: within three months before the application.

The advertisement must state the company's name and the trade or business it proposes to engage in or carry on in Bermuda.

Please upload a copy of the advertisement with your application.

Wire Transfer Payment/Direct Bill Pay Instructions:

ROC Bank Information - Template

Please include the company registration number in the bank reference field, and email your payment confirmation to rocaccounts@gov.bm

This Bank Information spreadsheet together with the bank wire transfer payment confirmation must be emailed to rocaccounts@gov.bm.

Additional Information

1. The bank accounts are for the deposits pertaining to payments made to the Registrar of Companies and are not intended for transactions with other government departments. There will be delays in allocating funds not intended for the Registrar of Companies and the department will not be held responsible for any penalties incurred.
2. All bank fees are borne by the sender. Any shortages in fees will reflect as an underpayment and will generate a penalty, if applicable. Companies will be deemed to be non-compliant until the difference is paid in full. Contact HSBC for transaction fees.
3. Licence fees are deemed to have been received when the transaction appears on the Bermuda Government account-not on the date the funds were submitted. This must be taken into consideration when sending funds from other countries and other local banks that may require a longer period of time to process the funds. Contact HSBC for processing times.