The memorandum of association is the constitutional document of a Bermuda company. Section 7 of the Companies Act 1981 sets out what it must contain.
What the memorandum must state
- 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
- the period fixed for the duration of the company, or the dissolution event, if any
For a company limited by shares it must also state the authorized 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.
Which form to use
| Form 1 | Application for registration or continuation |
| Form 1a | Minister's consent under section 4A |
| Form 1b | Application for registration of a local company not carrying on a restricted business activity |
| Form 2 | Memorandum of a company limited by shares |
| Form 2a | Memorandum of a company limited by guarantee |
| Form 2b | Memorandum of a mutual company |
| Form 2c | Memorandum of an unlimited liability company |
| Form 2d | Memorandum of continuance of a company limited by shares |
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Signing and witnessing
The memorandum must be signed by each subscriber before at least one attesting witness or, if delivered as an electronic record, authenticated as we direct.
Two declarations accompany it
Every company tells us on its application whether it proposes to carry on a relevant activity for economic substance purposes and the type of activity, and whether it will be a Bermuda Constituent Entity under the Corporate Income Tax Act 2023. Corporate income tax information is not publicly available, but may be shared with the CIT Agency.
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Economic substance declarations →
Corporate income tax information →
Bye-laws
Bye-laws are not filed as part of the memorandum, and they become operative if approved at the statutory general meeting. Prescribed information from sections 13(2)(a), (e) and (f) and 13(2A) is filed with us but is not made available to the public.
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