Consolidated’s corporate services group provides a full range of corporate services to companies domiciled in Bermuda and various other offshore jurisdictions. Our services are provided through Consolidated Services Limited, which is incorporated in Bermuda, and Consolidated Corporate Services (BVI) Ltd., which is incorporated in the British Virgin Islands and include the following:
- pre-incorporation advice on structure and organisation of company
- attending to incorporation matters, including obtaining necessary licenses, permits and registrations,
- provision of resident representative, corporate secretary and registered office for Bermuda companies, where required
- assistance with the preparation and review of agreements, etc, as required
- Assistance with the opening of bank accounts, preparation of all documentation required, liaising with the banks on an ongoing basis.
- holding of meetings of directors and shareholders and preparation of corporate documentation as required including powers of attorney, agreements, etc
- maintenance of share register
- issuance/cancellation of share certificates
- compliance with regulatory requirements
Incorporation in Bermuda
Incorporation in Bermuda involves registering under the provisions of the Act. Application is made to the Bermuda Monetary Authority with the submission of the appropriate declarations by significant shareholders. Additional information on proposed shareholders may need to be provided which will vary depending on whether the owners are individuals, privately held companies or companies listed on stock exchanges. If approval is granted, a Memorandum of Association is filed with the Registrar of Companies. Incorporation normally takes approximately 3-4 business days or less.
Annual Government fees are determined on a sliding scale based on a company’s share capital, consisting of the aggregate of authorised capital and the premium on issues of shares. The fee on the minimum share capital of U.S. $10,000 is currently $1,995 p.a. Bermuda law does not permit the issue of shares of no par value or bearer shares.
Limited Liability Companies In Bermuda
In Bermuda, the most common form of business entity is the limited liability company, including local, and exempted companies, operating under The Companies Act, 1981(The Act) and subsequent amendments.
Incorporation of Exempted Company — exempt from the 60% Bermudian ownership requirement which applies to local companies, and commonly used by international businesses, as it may be entirely foreign-owned, and used to transact international business from Bermuda, without competing with local companies. Real estate ownership in Bermuda is not permitted.
Permit Companies — incorporated in other jurisdictions, but with a permit to transact business from Bermuda, with a license obtained through the Ministry of Finance. Regulations governing these companies are similar to those for exempted companies.
Shareholding and Ownership in Bermuda
A company must maintain a registered office in Bermuda where the share register is kept together with minutes of all meetings. A company need have only one shareholder, and owners may hold shares through a nominee. Local representation is required, taking the form of some combination of directors or secretary and resident representative. The representative may act as agent, but does not replace directors, who must be appointed initially by the subscribers to the Memorandum of Association and thereafter by the shareholders. The board must appoint a president and vice president or chairman and deputy chairman provided that each such person is a director; and a secretary.
Bermuda exempted companies, do not pay income, profits, withholding, capital gains, or capital transfer taxes. Upon incorporation, the Ministry of Finance will grant tax exemption assurance, protecting the company from any new taxes that might be imposed in Bermuda until 2016. There is no stamp duty. Exempted companies are deemed non-resident for exchange control purposes.
Companies operating from Bermuda must maintain proper accounting records following generally accepted accounting standards in order to enable the directors to ascertain with reasonable accuracy the financial position of the company at each quarter end. Companies annual financial statements must be audited, unless the requirement to carry out an audit is waived by 100% of the shareholders at each annual general meeting.
Incorporation in British Virgin Islands
In the British Virgin Islands (“BVI”) offshore companies are known as IBC’s (International Business Companies) and are governed by the International Business Companies Ordinance, 1984, as amended. An IBC is statutorily exempt from all forms of BVI taxation and stamp duties and is not required to be audited or file accounts with any government body in the BVI.
Advantages of IBC’s include: speed of incorporation, highly competitive fees and costs, maximum confidentiality and anonymity (with no requirements to file organizational or accounting information with the BVI authorities), and flexibility of operation.
Consolidated offers clients the alternative of establishing a company in the BVI and then having the company administered from Bermuda. It can arrange for the incorporation of a BVI IBC and for the statutory books to be delivered to Bermuda for ongoing maintenance.