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infobank> hong kong>tax> bermuda exempt company registration

Bermuda Excempt Company

General Information

Bermuda remains today the oldest colony of the United Kingdom yet it has been self-governing with respect to its own affairs, aside from defence and external affairs, for over 300 years. At the same time because of its strategic location in the North Atlantic (being much further north than is commonly believed and considerably closer to New York and Boston than the Caribbean) Bermuda benefits from being effectively under the US defence umbrella.

The legal system is based on English common law, modified and supplemented by Acts passed under the Bermuda Constitution Order, 1968. Bermuda is governed by the locally elected House of Assembly but ultimate authority lies with the Queen who is represented by the Governor. With a population of close to 60,000 and a thriving tourist industry, Bermuda enjoys communications and travel connections of a high standard. Bermuda has attracted substantial insurance business and, after London and New York, Bermuda enjoys the third largest premium flow of any insurance centre.

Bermuda is of interest to Hong Kong people looking for an area to establish an offshore company because the Hong Kong Stock Exchange has approved the Bermuda Exempted Company for listing purposes.

The Bermuda Exempt Company

The Exempted Company will receive an undertaking from the Minister of Finance that the company will not be subject to any tax or duty on profits or income capital, gains or appreciations and that no inheritance tax or estate duty will be payable on shares debentures or other obligations of the company. Currently the exemption extends until 2016 but it may be further extended at a later stage.

A minimum of one shareholder is required and bearer shares are not permitted. Shareholders owning a 5% or more beneficial interest in the company are required to complete personal declarations. These declarations are disclosed in confidence to the Bermuda Monetary Authority only. The share register of the company is open to the inspection by the general public but anonymity can be retained through the use of nominees. NB- bank references must be provided on the proposed beneficial owners of all Bermuda companies. These references must be provided by Banks where the individual has had a personal banking relationship for a minimum of three years.

A minimum of two directors are required and one director must ordinarily be resident in Bermuda. Meetings of directors and shareholders may be held outside of the Island. A register of directors and officers must be maintained and this register is open to inspection by the general public.

Annual Reporting
No annual return of shareholders is made although underlying beneficial interests are disclosed to the Government at time of incorporation. The requirement to have annual audited accounts may be dispensed with by unanimous decision of the directors and shareholders.

For the entire registration process, including approval of application for exempt status, a period of 4 weeks should be allowed.

A minimum issued - as distinct from paid-up - capital of US$12,000 is required in the case of exempted companies. If the company is not conducting insurance business there is no minimum amount for paid-up capital.

Local Requirements
As a matter of local company law the company MUST maintain a registered office address within Bermuda, must appoint a Bermuda resident company secretary and must also appoint a Bermuda resident director. We can provide all these services as part of our domiciliary service.

Registration and Maintenance Fees

Registration Fee
Our total charge for a Bermuda Exempted Company with a standard capital structure is USD10,888, which includes first year licence fee, registered agent, company secretary fees.

Maintenance Fee
The annual maintenance fee is USD7500.



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