Exempted Companies in Bermuda Overview

Content

Exempted Companies in Bermuda are a special type of company that are established primarily to carry on business outside the island and are exempt from a number of local restrictions and taxes. In this article we will review the key features of such structures, their advantages and the main rules that are important to consider when choosing this form of registration.

Definition and benefits

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Exempted company Bermuda: a legal entity incorporated under the Bermuda Companies Act 1981, intended primarily to carry on business outside Bermuda. Unlike local companies, an exempted company is not subject to the 60/40 rule (requirement for local ownership) and may be entirely foreign-owned.

Key advantages of this format for international business include:

  • Tax neutral jurisdiction Bermuda: absence of corporate tax, capital gains tax and dividend tax for exempted companies, which is confirmed by Bermuda’s official policy and the existence of a Tax Assurance Certificate – a guarantee of no corporate tax until 2035.
  • Ability to structure the business with maximum flexibility: transferable shares, different classes of shares, free allocation of voting rights.
  • Absence of currency controls (exchange control exemption) and the possibility of opening multi-currency accounts in leading banks worldwide.
  • Recognition of Bermuda as an offshore financial center, which facilitates access to international financial markets, investment funds, insurance and reinsurance instruments.
The practice of COREDO confirms that for groups focused on international transactions, investments and asset management, an exempted company Bermuda becomes an effective tool for optimizing structure and protecting the interests of beneficiaries.

Registration and company requirements

The Bermuda company registration process requires attention to detail and strict compliance with the procedures set out in the Bermuda Companies Act 1981. In practice, the COREDO team has implemented dozens of projects for registering exempted companies, and I can highlight the key stages:

  • Preparation of constituent documents (Memorandum of Association, Bye-Laws), including information on beneficial ownership disclosure and capital structure (standard statutory capital, from 1 USD, but capital optimization is possible through share premium and voluntary capital contributions).
  • Appointment of at least one director (may be a non-resident), a corporate secretary (usually a local professional provider) and a resident representative.
  • Submission of the application through a licensed registered agent, payment of government fees (initial and annual statutory fees vary depending on the size of capital and type of activity).
  • Obtaining registration approval and, if necessary, a license for specific types of activities (for example, insurance, mutual funds, payment services).
From COREDO’s experience, special attention should be paid to the preparation of KYC/AML documents, transparency of the structure and justification of sources of funds; these aspects are critical for successful bank account openings and obtaining licenses.

Tax benefits: financial advantages for businesses

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Bermuda: a recognized tax‑neutral jurisdiction, which means no corporate tax, no capital gains tax, no tax on dividends and interest for exempted companies. This gives companies unique opportunities for international tax planning, especially for holding, investment and insurance structures.

  • Zero corporate tax: an exempted company is not subject to corporate tax, allowing profits to be retained without erosion.
  • Capital gains exemption and dividend exemption: any income from the sale of assets and from receiving dividends is exempt from taxation.
  • Possibility of obtaining a Tax Assurance Certificate – an official document confirming the tax‑neutrality of the structure.
  • Capital optimization: minimal Bermuda exempted company capital requirements, flexible share classes, and the ability to raise investment through a share premium.
The solution developed by COREDO for clients in the EU and Asia often includes integrating a Bermuda exempted company into an international corporate structure, enabling efficient management of capital flows, reducing tax burden, and ensuring transparency for banks and regulators.
Thus, integrating a Bermuda exempted company creates an effective basis for international tax planning and capital management; below we will consider the key aspects of operational and managerial governance.

Operational and managerial governance

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Operational and managerial governance lie at the heart of any company’s effective performance, ensuring coordinated operation of key business processes, cost reduction and improved product or service quality. A deep understanding of these approaches allows not only optimization of core operations but also the building of a reliable management structure, which is especially important when integrating with corporate objectives and standards.

Management and Corporate

Requirements for directors and secretaries of Bermuda exempted companies are determined by law and by best corporate governance practices:

  • At least one director (a natural person or legal entity, not necessarily a resident).
  • A corporate secretary, a professional provider ensuring compliance with legal requirements and maintenance of corporate records.
  • A flexible board structure, the ability to allocate voting rights, and the appointment of observers and independent members.
  • High standards of corporate governance: regular meetings, keeping minutes, transparency of decisions.
The COREDO team recommends implementing best governance practices (board committees, internal audit, succession planning), which significantly increases investors’ and partners’ trust and reduces the risk of corporate conflicts.

Regulatory requirements

Ensuring Bermuda exempted company compliance is a key factor for the long-term success of the structure. International AML/KYC standards, requirements to disclose beneficial ownership, regular filing of reports and interaction with regulators require a systematic approach.
  • Implementation of AML/KYC procedures, regular audits and updating beneficial owner data.
  • Filing annual reports, payment of statutory fees, maintaining up-to-date corporate information.
  • Compliance with economic substance requirements for companies carrying out certain types of activities (insurance, financial services, holding companies).
  • Interaction with professional providers, registered agents and auditors.
COREDO’s practice has shown that timely updating of compliance procedures, automation of KYC and implementation of risk mitigation strategies help avoid account freezes, fines and reputational losses.

Risk Management and Business Scaling

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Risk management plays a key role in the process of scaling a business, allowing the identification and control of potential threats at every stage of a company’s growth. Competent risk management ensures business resilience and helps effectively overcome constraints that arise when expanding operations.

Business Restrictions

Business activities of a Bermuda exempted company are limited in relation to dealing with local companies: an exempted company cannot carry on business in Bermuda, except where expressly permitted by a license or law. Its primary purpose is international activity.

  • Business activities restrictions: prohibition on dealing with local clients, restriction on owning real estate in Bermuda.
  • Licensing requirements: for certain types of activities (insurance, mutual funds, financial services) a separate license is required.
  • Local ownership restrictions: no 60/40 requirement, which allows 100% foreign ownership.
The COREDO team recommends analyzing the business model and transaction structure in advance to avoid violations and ensure compliance with licensing and corporate requirements.
Thus, business scaling and return on investment (ROI) require particularly careful strategic planning and assessment of applicable restrictions for Bermuda exempted companies before entering new markets or expanding activities.

Scaling and ROI: Key Concepts

Scalability of a Bermuda exempted company is one of the key advantages for international groups. A flexible corporate structure, absence of currency restrictions and ease of raising investment allow rapid business scaling, integration of new assets and markets.

  • Ability to create holding, investment and insurance structures, integration into global corporate schemes.
  • Effective asset protection, succession planning, and structuring of international transactions.
  • ROI of offshore incorporation: reduction of tax burden, optimization of management costs, increased investment attractiveness.
COREDO’s experience shows that with proper structuring and compliance, a Bermuda exempted company ensures sustainable business growth, transparency for banks and investors, as well as long-term protection of beneficiaries’ interests.

Conclusion and Findings

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The “Conclusion and Findings” section summarizes the work carried out and allows assessment of the results achieved in terms of the goals and objectives set. This part of the analysis presents the main conclusions reflecting both the theoretical and practical significance of the study. Below are the key points that form the final assessment of the research conducted.

Key Conclusions

  • An exempted company in Bermuda is a strategic tool for international business, providing tax neutrality, flexibility of corporate structure and high governance standards.
  • Registration and maintenance require a deep understanding of the Bermuda Companies Act 1981, the preparation of transparent corporate documentation and the implementation of effective AML/KYC procedures.
  • Scaling a business through an exempted company is possible thanks to the absence of currency restrictions, structural flexibility and access to international financial markets.
  • The main risks are non-compliance, errors in disclosing beneficiaries and insufficient structural transparency. These can be minimized through professional support and regular audits.

Practical Recommendations

  • Choose a registered agent with proven expertise in supporting international structures; COREDO’s practice has shown that a professional approach reduces risks and speeds up processes.
  • Integrate an exempted company in Bermuda into your global corporate structure taking into account economic substance requirements and international standards.
  • Ensure cybersecurity and data protection by implementing modern tools and services for managing corporate information.
  • Monitor key ROI metrics: tax planning efficiency, speed of scaling, and transparency for banks and investors.
  • Use Bermuda’s opportunities to attract investment, create insurance and reinsurance structures, mutual funds, and asset management solutions.
If you are choosing a jurisdiction, looking for a reliable partner for comprehensive business support and want to ensure long-term profitability: COREDO’s experience working with exempted companies in Bermuda will help you not only avoid mistakes but also achieve the strategic goals of your international business.
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