Preparing a Certificate of Formation
What your certificate must say
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The certificate of formation is the document that brings a Bermuda LLC into existence. Section 30 of the Limited Liability Company Act 2016 sets out what it must contain.
What the certificate must state
- the name of the LLC and, if applicable, its secondary name
- whether it is a local LLC or an exempted LLC
- the address of its registered office
- any other matters the members determine to include
On a satisfactory filing we issue a certificate of filing. The LLC is deemed formed at the time of filing of the initial certificate of formation, or at a later date and time specified in it.
The LLC agreement
The member or members shall enter into an LLC agreement. It is not filed with us, and it may be entered into before, at or after the filing of the certificate of formation, and may be made effective as of the time of filing.
- members, managers and assignees are bound by it and entitled to enforce it whether or not they execute it
- the LLC itself need not execute it
- a single member LLC agreement is not unenforceable merely because it has only one party
- it may confer enforceable rights on persons who are not parties to it
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Accompanying statements
The certificate of formation must be accompanied by the economic substance statement and by the statement relating to the Corporate Income Tax Act 2023, and is filed together with the supporting information we require, including your beneficial owners.
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Economic substance declarations →
Corporate income tax information →