Companies limited by shares are incorporated under the Companies Act 1981. The finances of the business are separate from the personal finances of each shareholder, and shareholders are liable only for the amount, if any, unpaid on the shares they hold. Most businesses that register in Bermuda use this form.
At A Glance
| Governing legislation | Companies Act 1981 |
| Separate legal person | Yes, from the date of registration |
| Liability of owners | Limited to the amount unpaid on their shares |
| Local or exempted | Either. The memorandum must state which |
| Name must end in | “Limited” or "Ltd." |
| Evidence of creation | Certificate of incorporation |
Key Features
A company limited by shares is a body corporate from the date of registration, with perpetual succession and the capacity, rights, powers and privileges of a natural person. Its objects are unrestricted unless its memorandum says otherwise. The Companies Act makes provision for companies with a single shareholder.
Bearer shares are prohibited
Bermuda companies may not issue bearer shares, and the issue and transfer of bearer shares is prohibited.
Who can own one
Bermuda companies are either local or exempted, and the memorandum must state which. A local company must satisfy the sixty per cent Bermudian ownership requirement or hold a license. An exempted company is exempt from that requirement, and in exchange is restricted in what it may do within Bermuda.
RELATED
Local and exempted entities explained →
The Bermudian ownership requirement →
What it can and cannot do in Bermuda
An exempted company may not carry on business in Bermuda except in the circumstances listed in section 129, or under a license granted by the Minister under section 129A. A license may not authorize retail trade.
RELATED
Applying for an exempted company license →
How to register one
- Reserve a name. Names may be reserved for up to three months. Reserving a name →
- Check whether your proposed activity is restricted. Some activities need the Minister's consent and some are prohibited outright. Restricted and prohibited business activities →
- Disclose your proposed beneficial owners, with personal declarations where required.
- Prepare your memorandum of association. Preparing a memorandum of association →
- Advertise, if the company is to be local. Not more than three months before you apply.
- Choose a registered office and appoint your officers. Choosing a registered office and resident representative →
- File and pay. Registration fees and how to pay →
What we issue
A certificate of incorporation showing the date of registration. No defect in the formalities leading up to incorporation affects its validity, and the certificate is conclusive evidence of due incorporation and of the date.
Records you must keep
- a register of members
- a register of directors and officers
- a register of charges
- minutes of proceedings, and books of account
These are kept at your registered office in Bermuda, which may not be a post office box.
Beneficial ownership obligations
Every Bermuda company is subject to the Beneficial Ownership Act 2025. You must take reasonable steps to identify any individual who owns or controls twenty-five per cent or more of the interests or voting rights, or who otherwise exercises ultimate effective control; verify their identity against a reliable and independent source before entering them on your register; maintain a beneficial ownership register; file the required information with us; and update it within thirty days of being notified of a change.
RELATED
The beneficial ownership regime: an overview →
What information about this entity is public
A search of the register returns the registered office address, the memorandum of association, the date of registration, information on charges and previous names. Bermuda's central register of beneficial ownership is not public.
RELATED
Who can access beneficial ownership Information →
Ongoing obligations
- file an annual declaration
- pay annual fees
- keep your beneficial ownership register adequate, accurate and current
- notify us of changes to your registered office and directors
RELATED
Filing your annual declaration →
Legislation
Companies Act 1981 |1981 : 59 · External link
Beneficial Ownership Act 2025 | 2025 : 16 · External link