Setting Up a Business in Bermuda
There are a few options for setting up a business in Bermuda. Your options depend on the nature of your business activities and whether you wish to conduct business in the local market.
Generally speaking, formation of a limited company, partnership or LLC which does not require consent of the Minister of Finance may be accomplished within one day after an application is received. Where the consent of the Minister is required, the processing time is up to a week from the date that the ROC has received all necessary information relating to the proposed company, and all personal declarations from the proposed beneficial owners.
Register your business
Most businesses register as a limited company (ltd.), partnership or limited liability company (LLC).
On this page you will find the various options for setting up a business in Bermuda.
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Partnerships
Partnerships in Bermuda may be formed under the Partnership Act 1902, the Limited Partnership Act 1883 and/or the Exempted Partnerships Act 1992, or the Overseas Partnerships Act 1995. Partnerships must register with the Registrar of Companies. Operating your business as a partnership can be as simple or as complex as the terms set forth in the partnership agreement. If the partnership agreement does not provide for a particular situation, the Partnership Act 1902 would apply. Partnerships are either local or exempted, and may be general or limited.
A local partnership is composed of Bermudian partners only and is permitted to conduct business locally and abroad.
If one or more of the partners in a partnership does not possess Bermudian status, then the partnership is an exempted partnership and defined as a partnership in respect of which articles of partnership have been registered in accordance with the Partnership Act 1902, the Exempted Partnerships Act 1992 and may only conduct business outside Bermuda from a principal place of business within Bermuda.
The partnership agreement must state the nature of the business to be carried out by the partnership and only that business may be undertaken by the partnership. The articles, particulars and general partners of the partnership agreement may not be altered without the prior approval of the Minister of Finance.
The amount of capital to be contributed to a partnership by the partners must be stated in the partnership agreement, and must be not less than the foreign currency equivalent of BD$12,000.
General Partnerships
In a general partnership there is no limit to the liability of the partners, with each partner being liable jointly and severally with the others for the debts of the partnership incurred whilst that partner is a member of the partnership. Local general partnerships must meet the 60% Bermudian ownership requirement and must register with the Office of the Tax Commissioner and Department of Social Insurance, and may require additional registrations depending on the type of business activity conducted. Exempted general partnerships are required to register with the Registrar of Companies.
Limited Partnerships
Under the provisions of the Limited Partnership Act 1883, a limited partnership consists of one or more general partners and one or more limited partners. Only the general partners are authorised to transact business and sign for and bind the partnership, and only they are liable jointly and severally to an unlimited extent for the debts of the partnership. Provided that the limited partners act solely as providers of funds to the partnership, and do not take part in the management of the partnership, they are only liable to the partnership for the amount each has agreed to contribute.
Exempted Partnerships
In addition to the Partnership Act 1902, the Exempted Partnerships Act 1992 applies to exempted partnerships. An exempted partnership:
- Must have a registered office in Bermuda and a resident representative; the address of the office and the name of the representative must be filed with the Registrar of Companies;
- Must keep at its office in Bermuda, audited accounts and business records showing the business of the partnership and produce a true accounting thereof at the end of each financial year;
- May not engage in business with any person in Bermuda save in relation to any contract which is to be wholly performed outside Bermuda;
- May acquire or deal with goods bona fide required by the partnership for the administration of its office in Bermuda and is permitted to register patents, trademarks and copyrights in Bermuda; and
- Is permitted to do business with another exempted partnership or exempted company or with a permit company.
Overseas Partnerships
A partnership formed outside Bermuda may, through the Bermuda Monetary Authority (BMA), apply to the Minister of Finance for a permit to operate in Bermuda or outside Bermuda from a place of business in Bermuda.
In deciding whether or not to recommend the grant of a permit, the Minister of Finance will be guided by the economic situation in Bermuda, the nature and previous conduct of the partnership and those having an interest in it, as well as any advantage or disadvantage which may result from the partnership carrying on business in or from within Bermuda. The granting of a permit will not normally be recommended if it is considered that a Bermuda exempted partnership could be formed to carry on the business proposed.
Formation of Partnerships in Bermuda
To set up a partnership in Bermuda, you will require assistance from a law firm, accounting firm, or corporate service provider (CSP) located in Bermuda. These professionals will take you through each step of partnership formation in Bermuda including, but not limited to:
- Name reservation
- Disclosure and vetting of proposed beneficial owners (partners) in the partnership, including personal declarations where required
- Drafting the partnership agreement
- Based on the nature of the proposed business activities, any license or permit applications required to be submitted
- Selecting a registered office in Bermuda
- Selection of resident representative in Bermuda if required
- Payment of government fees
Disclaimer
You may have other responsibilities depending on what your business does. The content of this website, including any publication, is of general informational nature. It is not intended to be comprehensive nor does it constitute legal advice. Although our aim is to ensure that the content is current and accurate, you should consult a Bermuda professional service provider with your specific questions regarding starting and operating a business in or from Bermuda.