Bermuda is a world-renowned centre for international business. More than ten thousand international exempted companies are registered in Bermuda, including many ship-owning companies such as Princess Cruise Lines, Norwegian Cruise Lines Holdings, Frontline, Golar LNG, GasLog and Golden Ocean Group.
“Exempted” companies may be owned wholly or in part by non-Bermudians, and are restricted to carrying on business from Bermuda in connection with transactions and activities outside the island. Their formation and operation are governed by the Companies Act 1981.
An application to incorporate an exempted company must be submitted for approval to the Bermuda Monetary Authority (BMA), together with a declaration confirming the financial standing and integrity of the proposed ultimate beneficial owner/s of the company. If the BMA is satisfied, a consent to incorporate will be issued, and the company’s Memorandum of Association may then be filed with the Registrar of Companies.
A fee must be paid at the time of incorporation and in January of each year thereafter. Fees are on a sliding scale based on a company’s capital. For example, the fee for a company with an assessable share capital of up to $12,000 is $2,095 per year.
The company must have a registered office in Bermuda, the address of which is filed with the Registrar of Companies, and at which is kept the register of directors and officers, minutes and records of account. The name and address of shareholders will be entered in the register of members, which must be available for inspection at the company’s registered office.
Every Bermuda exempted company is required to have at least one director and a secretary. These may be either an individual or a company. To satisfy the residency requirement contained in the Companies Act, the secretary or at least one director must be ordinarily resident in Bermuda. A company may satisfy the residency requirement by appointing either an individual or a company to act as its resident representative in Bermuda.
The initial subscribers to the Memorandum of Association will be the provisional directors of the company who hold office until a Board of Directors is appointed by the shareholders. It is the duty of the provisional directors to convene a general meeting as soon as convenient after the minimum share capital has been subscribed. This meeting will be deemed to be the annual general meeting for the year in which it takes place, and is usually followed by the first meeting of the Board.
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Establishing a Ship Owning Company in Bermuda