Why Choose Bermuda for Company Formation?
Bermuda is the offshore jurisdiction operators choose when regulatory credibility matters more than cost. It pairs a zero-rate corporate tax model for most companies with a purpose-built digital-asset licensing regime and a clean FATF record. The standard vehicle, the exempted company, can be formed in 3 to 7 business days and owned entirely by non-residents.
Unlike Caribbean jurisdictions where incorporation is near-instant, Bermuda’s Monetary Authority must approve every 10%-plus beneficial owner before the Registrar issues incorporation, which means that beneficial-owner document readiness—not regulatory processing—controls your formation timeline. Start gathering certified identity packs and personal declarations for every owner before submitting the name reservation, not after, or watch a three-day formation stretch to four weeks.
A Purpose-Built Regime and a Clean FATF Record
Bermuda was among the first jurisdictions to legislate specifically for digital-asset businesses. The Digital Asset Business Act 2018, supervised by the Bermuda Monetary Authority, sets three licence classes and a separate token-issuance regime, and it carries more institutional weight than the VASP registrations offered by Caribbean peers. Bermuda has also never appeared on the FATF grey list; its mutual evaluation rated it compliant or largely compliant on 39 of the 40 FATF Recommendations. Unlike the British Virgin Islands, grey-listed in June 2025, a Bermuda entity does not trigger the enhanced due diligence that grey-listing imposes on counterparties worldwide.
Tax and Non-Resident Ownership
Bermuda levies no corporate income tax, no capital gains tax, no VAT, and no withholding taxes for the vast majority of companies. The single exception, since 2025, is a 15% corporate income tax on groups with consolidated revenue above EUR 750 million under the Corporate Income Tax Act 2023. The exempted company is exempt from the 60% Bermudian-ownership rule that binds local companies, so non-residents can own 100% of the shares, and formation is fully remote. The only local-presence requirement is a registered office and one Bermuda-resident officer or representative.
Entity Types Under Bermuda Law
Bermuda’s principal corporate statute is the Companies Act 1981, supplemented by the Limited Liability Company Act 2016 and the Segregated Accounts Companies Act 2000. For internationally owned crypto, fintech, and high-risk businesses, the standard vehicle is the exempted company. The limited liability company and segregated accounts company serve specific structuring needs rather than the general case.
Definition: Exempted Company
A Bermuda exempted company is a company limited by shares under the Companies Act 1981 that is exempt from the 60% Bermudian-ownership requirement, allowing full non-resident ownership. It has no statutory minimum capital, requires a minimum of one director, permits corporate and alternate directors, and is the eligible vehicle for a Digital Asset Business Act licence from the Bermuda Monetary Authority.
In practice, almost every internationally owned Bermuda company is formed as an exempted company, because it is the vehicle the BMA expects for a digital-asset or financial-services applicant. The other forms serve specific structuring needs, as the table sets out.
| Entity | Min. Capital | Directors | Online Registration | Used For |
|---|---|---|---|---|
| Exempted company | None | 1 (corporate permitted) | Yes (BMA approval, then Registrar filing) | Standard vehicle for digital-asset, fintech, financial-services and insurance businesses; the DABA licence vehicle |
| Limited liability company (LLC) | Set by LLC agreement | 1+ member or manager | Yes | Joint ventures, fund structures, contractual flexibility |
| Segregated accounts company (SAC) | Minimal | Per company form | Yes | Ring-fenced cells for insurance and fund platforms |
| Local company | 60% Bermudian-owned | Per Act | Yes | Domestic trading only; not used by non-residents |
Formation Process
A Bermuda exempted company is formed in 3 to 7 business days once the beneficial-owner documentation is complete, because the Bermuda Monetary Authority must approve the ownership before the Registrar of Companies issues the certificate of incorporation. Formation is remote. The realistic constraint is assembling certified personal declarations for every beneficial owner holding 10% or more.
What You Need to Prepare
What the BMA’s published timeline does not capture is the time to gather a fully certified declaration pack for each 10%-plus beneficial owner. That preparation, not the filing, is what determines whether formation lands in one week or three.
| Document / Item | Details | Notes |
|---|---|---|
| Certified passport copy (each UBO and director) | Notarised or certified by an accepted professional | Validity commonly 3 months |
| Proof of residential address (each UBO and director) | Utility bill or bank statement | Dated within 3 months |
| Personal Declaration (each UBO holding 10%+) | BMA personal declaration form | Waived only where the person is already well known to the BMA or listed on an appointed exchange |
| Company name | Pre-checked with the Registrar | Reservation valid 3 months |
| Memorandum of Association and bye-laws | Objects, share structure, governance | Adopted at the organisational meeting |
| Registered office address | Physical Bermuda address (not a PO box) | Supplied by the corporate service provider |
| Source-of-funds and business plan summary | Especially for licensing-track applicants | The BMA assesses ownership before incorporation |
| Apostille on foreign corporate documents | Where a corporate shareholder is involved | The Hague Apostille Convention applies to Bermuda |
Name Reservation and BMA Ownership Approval
The name is reserved with the Registrar (held for three months; names implying regulated activity attract extra scrutiny), and the proposed ownership and beneficial-owner declarations go to the Bermuda Monetary Authority, which vets every 10%-plus owner before incorporation is permitted. This is the step that gates the timeline.
Incorporation and Organisational Meeting
On BMA permission, the Memorandum of Association is registered and the certificate of incorporation is issued, giving the company legal personality. The organisational meeting adopts bye-laws, appoints the board and registered office, appoints or waives the auditor, and approves opening a bank account. Restricted activities (banking, insurance, investment business) require Minister of Finance consent.
Post-Registration
Banking onboarding begins (the long pole, see Banking below), payroll-tax registration follows if hiring in Bermuda, and any Digital Asset Business Act licensing application starts. Forming the company does not authorise regulated activity; that requires a separate BMA licence.
Requirements
Bermuda’s formation requirements are middle of the road for an offshore jurisdiction: lighter than a full onshore regime, heavier than a Caribbean register that incorporates without regulator pre-approval. The two make-or-break elements are the up-front beneficial-owner vetting by the BMA and the mandatory local registered office and resident officer.
| Requirement | Standard exempted company | For DABA licensing |
|---|---|---|
| Min. directors | 1 | 1+, fit and proper, BMA-assessed |
| Corporate directors | Permitted | Permitted, subject to BMA assessment |
| Supervisory board | Not required under the Companies Act 1981 | Not required; governance assessed by the BMA |
| Foreign ownership | 100% permitted | 100% permitted |
| Min. share capital | None | Net assets US$10,000 (Class T) to US$100,000 (Class M and F) |
| Registered office | Mandatory, physical Bermuda address | Mandatory, plus head office for Class M and F |
| Resident representative | One of director, secretary, or resident representative ordinarily resident | BMA-approved Bermuda-resident senior representative |
| UBO disclosure | To the BMA and the Registrar’s register; threshold 25% | Same, plus fit-and-proper on controllers |
| Nominee shareholders | Permitted; bearer shares prohibited | Permitted; controllers still disclosed |
| Annual declaration | Mandatory, filed each January | Mandatory, plus annual licence fee |
Local Presence and Beneficial Ownership
Every exempted company must keep a physical registered office in Bermuda and have at least one of a director, secretary, or resident representative ordinarily resident on the island, supplied by a licensed corporate service provider as an ongoing annual cost. A Class M or Class F digital-asset licensee faces a higher bar: the BMA expects a Bermuda-resident senior representative and a genuine head office from which the business is directed and managed. Under the Beneficial Ownership Act 2025, the central register sits with the Registrar of Companies, the disclosure threshold is 25%, and changes must be filed within 14 days, with enforcement from 1 June 2026. The register is not public, bearer shares are prohibited, and nominee shareholders are permitted but the underlying controller is still disclosed.
Taxation
Bermuda operates a no-corporate-income-tax model for the vast majority of companies, funded instead by payroll tax, customs duty, and government fees, with no VAT, no capital gains tax, and no withholding tax. The one exception, in force since 1 January 2025, is a 15% corporate income tax on entities in multinational groups with consolidated revenue above EUR 750 million, under the Corporate Income Tax Act 2023. That headline is real but narrow: it leaves the standalone operators who form most Bermuda companies entirely outside its scope, where the real constraint is payroll tax on any Bermuda-based staff.
| Tax Type | Rate | Notes |
|---|---|---|
| Corporate income tax | 0% standard; 15% for groups above EUR 750m | 15% rate effective for fiscal years beginning on or after 1 January 2025 |
| VAT / GST | None | Bermuda has no value-added or goods-and-services tax |
| VAT on crypto services | Not applicable | No VAT regime exists |
| Withholding tax on dividends | 0% | No withholding taxes |
| Withholding tax on interest | 0% | No withholding taxes |
| Withholding tax on royalties | 0% | No withholding taxes |
| Social insurance | BMD 75.30 per employee per week (total) | Split employer and employee; as of 2025 |
| Payroll tax (employer) | Up to 10.25%; 9.75% from 1 April 2026 | 9.75% for international-business employers; capped on the first US$1m of remuneration per employee |
Pillar Two and Reporting
The 2025 corporate income tax is Bermuda’s direct response to the OECD global minimum tax, so a group approaching the EUR 750 million threshold should model its exposure before incorporating, because the 15% rate changes the after-tax economics that make Bermuda attractive. Bermuda is also a participating jurisdiction under the OECD Common Reporting Standard and has committed to the Crypto-Asset Reporting Framework, with crypto-asset data collection beginning on 1 January 2026.
Banking
Banking is the hard part of a Bermuda structure. Bermuda has only four full banking licences in issue, and local deposit-takers have shown little appetite for newly incorporated, non-resident-owned crypto and fintech companies, citing correspondent-banking and de-risking pressure. A clean FATF record helps, but it does not by itself open a local account for an unlicensed business.
An unlicensed Bermuda company usually banks through alternatives rather than a local high-street account. The common route is a payment account from a licensed electronic money institution authorised in a European jurisdiction, which issues a named account and IBAN to an offshore-incorporated entity but offers no deposit-protection scheme. The other route is a specialist credit institution in a third jurisdiction that onboards regulated digital-asset businesses, and it usually requires the BMA licence first. Realistic onboarding runs from several weeks to several months, and the documentation set runs deep.
Annual Compliance
Every Bermuda exempted company carries ongoing obligations regardless of activity, and non-compliance leads to penalties and, ultimately, strike-off from the register. The core annual events are the January government declaration, beneficial-ownership maintenance, payroll-tax filings for any Bermuda staff, and the economic substance declaration.
Annual Declaration, Accounts and Ownership
Each exempted company files a statutory declaration of its principal business and assessable capital with the Registrar in January, accompanied by the annual government fee, even when dormant. It must appoint an auditor unless all shareholders and directors agree to waive the requirement, and it must keep accounting records, which may be held anywhere in the world. Changes to beneficial ownership must be filed with the Registrar’s register within 14 days under the Beneficial Ownership Act 2025, with Registrar enforcement beginning on 1 June 2026.
Tax Filing, Penalties and Strike-Off
There is no corporate income tax return for a standalone company outside the EUR 750 million group threshold; payroll tax is filed quarterly for companies with Bermuda staff, and in-scope multinational groups file a corporate income tax return through their Bermuda constituent entity. The Registrar strikes off companies that fail to meet filing and fee obligations under section 261(5) of the Companies Act 1981, after which a struck company stands dissolved. Reinstatement is possible but costly and slow, so the January declaration and the economic substance deadline should be treated as hard dates.
Economic Substance
Bermuda’s Economic Substance Act 2018 and Economic Substance Regulations 2018, effective 1 January 2019 and enforced by the Registrar of Companies, require entities carrying on a relevant activity to demonstrate genuine substance in Bermuda. Most companies must file an annual economic substance declaration even when they carry on no relevant activity at all.
Relevant Activities and the Substance Test
The regime applies to nine relevant activities: banking, insurance, fund management, financing and leasing, headquarters, shipping, distribution and service centre, intellectual property, and holding-entity business. Investment fund business is expressly outside it. A company carrying on a relevant activity must be directed and managed in Bermuda, conduct its core income-generating activities there, and have adequate employees, expenditure, and premises on the island, while a pure-equity holding company faces a reduced test. Whether a digital-asset business is caught depends on the underlying activity: a crypto-financing or fund-management model can be a relevant activity, whereas pure proprietary trading usually is not.
Deadlines, Penalties and Exemptions
The economic substance declaration is filed with the Registrar within six months of the financial year-end. Penalties escalate across successive notices, up to US$250,000 for repeated non-compliance, and can end in a court order restricting the business or strike-off. An entity tax-resident outside Bermuda is exempt, provided it files evidence of foreign tax residency within the same window. Banking and insurance licensees are generally treated as meeting the test through their regulated operations but still file a declaration.
Licensing Pathways from a Bermuda Company
Forming the exempted company is the first step; the structure should be designed around the licensing target, because capital, governance, and substance requirements differ by licence. For digital-asset businesses, the relevant authorisation is a Digital Asset Business Act licence from the Bermuda Monetary Authority, with a separate regime for token issuance.
[Crypto
Digital Asset Business Licence (DABA)
Class T test, Class M modified, and Class F full licence under the Digital Asset Business Act, supervised by the Bermuda Monetary Authority. Minimum net assets run from US$10,000 (Class T) to US$100,000 (Class M and F), with a higher requirement for custody of client assets.](/crypto-licensing/bermuda/) [Banking
Banking for Bermuda Companies
A tiny local banking market makes onboarding hard. In practice, the workable routes run through a licensed EU electronic money institution or a credit institution that onboards regulated digital-asset businesses, usually sequenced after the DABA licence.](/banking/)
A separate Digital Asset Issuance authorisation under the Digital Asset Issuance Act 2020 applies to businesses raising capital through token offerings, distinct from the DABA service licence. A Bermuda entity confers no EU passporting rights, and MiCA contains no third-country equivalence regime, so operators seeking to serve EU residents must obtain a separate CASP authorisation in an EU member state. The narrow reverse solicitation exemption under MiCA Article 61 applies only where the client initiates contact entirely on its own initiative; the ESMA reads it restrictively, treating any EU-targeted marketing, EU-language content, or geo-targeted advertising as solicitation that voids it. For detail, see Reverse Solicitation Under MiCA →
Advantages and Limitations
Bermuda rewards businesses that need credibility and can absorb cost, and penalises those optimising purely for low annual fees. Every limitation below carries a mitigation.
- Clean FATF record. Never grey-listed; the strongest CFATF technical-compliance result in its evaluation round, which eases counterparty due diligence.
- Purpose-built digital-asset regime. The Digital Asset Business Act gives licensees a recognised regulatory status that Caribbean VASP registrations do not match.
- No corporate tax for most companies. Zero corporate income tax, VAT, capital gains, and withholding tax outside the EUR 750 million group threshold.
- 100% non-resident ownership. The exempted company is exempt from the 60% Bermudian-ownership rule, with fully remote formation.
- Institutional credibility. Bermuda is a top-three global insurance and reinsurance market and the world’s largest captive domicile, which signals regulatory maturity to banks and partners.
- × High cost relative to peers. Mitigation: choose Bermuda only where the licensing or reputational benefit justifies the premium; use a BVI or Bahamas structure for pure holding needs.
- × Difficult banking. Mitigation: secure the DABA licence first and target a licensed EU electronic money institution or a digital-asset-friendly credit institution, rather than relying on a local high-street account.
- × No EU passporting. Mitigation: operators targeting EU clients can obtain a separate CASP authorisation in an EU member state for full passporting, or, for isolated genuinely unsolicited contacts only, may fall within the narrow reverse solicitation exemption under MiCA Article 61.
- × Economic substance obligations. Mitigation: run the substance analysis against the business model before incorporating, and use the reduced test where the entity is pure-equity holding.
- × 2025 corporate income tax for large groups. Mitigation: model Pillar Two exposure before incorporating; the rate is irrelevant to standalone operators below the EUR 750 million threshold.
How Bermuda Compares
Among premium offshore jurisdictions, Bermuda is the credibility option, the Cayman Islands the funds option, the British Virgin Islands the low-cost holding option, and the Bahamas the cost-sensitive crypto option under its DARE Act. The table below positions Bermuda against the three jurisdictions a founder most often weighs against it.
| Factor | Bermuda | Cayman Islands | BVI | Bahamas |
|---|---|---|---|---|
| Entity Type | Exempted company | Exempted company | BVI Business Company | International Business Company |
| Timeline | 3 to 7 business days | 1 to 7 business days | 1 to 5 business days | 1 to 3 business days |
| State Fee | From US$2,095 (scales by capital) | From ~US$840 | From ~US$550 | ~US$350 (annual) |
| Min. Capital | None | None | None | None |
| Corporate Tax | 0%; 15% for groups above EUR 750m (2025) | 0% | 0% | 0%; 15% top-up for groups above EUR 750m (2025) |
| EU Passporting | None | None | None | None |
| FATF Status | Clear (never listed) | Clear (off list Oct 2023) | Grey-listed (Jun 2025) | Clear (off list Dec 2020) |
| Remote Management | Yes | Yes | Yes | Yes |
| Crypto Banking | Difficult (DABA licence unlocks local onboarding) | Difficult | Difficult (harder since grey-listing) | Difficult |
| Best For | Digital-asset and insurance businesses where institutional credibility outweighs cost | Investment funds | Low-cost holding structures | DARE Act crypto, cost-sensitive setups |
Compare every formation jurisdiction side by side →
The deciding axis is regulatory weight against cost. Bermuda and Cayman are the premium pair, specialising differently: Cayman for funds, Bermuda for digital-asset and insurance licensing. The British Virgin Islands undercuts both on price and speed, but its June 2025 FATF grey-listing now triggers enhanced due diligence at every banking and counterparty touchpoint. The Bahamas is the closest cost-sensitive analogue with its own crypto framework, but it lacks Bermuda’s insurance pedigree and the institutional recognition the Digital Asset Business Act carries. For a business whose value rests on a credible licence, that recognition decides it.
When Bermuda Is the Right Choice
Choose Bermuda if you need a digital-asset or fintech licence with international standing, if banking and counterparty credibility outweigh annual cost, if you operate in insurance or reinsurance, or if a clean FATF record is decision-critical. Consider alternatives if you only need a low-cost holding vehicle (the BVI or Bahamas), if your priority is a funds platform (the Cayman Islands), or if you need EU market access (an EU member-state CASP authorisation, not any offshore structure).
Frequently Asked Questions
How long does it take to form a company in Bermuda?
A Bermuda exempted company is typically formed in 3 to 7 business days once the beneficial-owner documentation is complete. Name reservation is confirmed in about 24 hours. The step that controls the timeline is the Bermuda Monetary Authority’s approval of the ownership, which it must give before the Registrar of Companies issues the certificate of incorporation. The practical bottleneck is assembling certified personal declarations for every beneficial owner holding 10% or more, so the difference between a one-week and a three-week formation is usually document readiness, not processing speed.
Can a non-resident own 100% of a Bermuda company?
Yes. The exempted company is exempt from the 60% Bermudian-ownership rule that applies to local companies, so non-residents can own all of the shares. Formation is fully remote, with no requirement to visit Bermuda. The only local-presence requirements are a physical registered office on the island and one officer or representative ordinarily resident in Bermuda, both supplied by a licensed corporate service provider. Directors and shareholders themselves need not be resident.
Does Bermuda have corporate tax now?
For most companies, no. Bermuda levies no corporate income tax, no VAT, no capital gains tax, and no withholding taxes. Since 1 January 2025, however, a 15% corporate income tax applies to Bermuda entities in multinational groups with consolidated revenue above EUR 750 million, under the Corporate Income Tax Act 2023. This is Bermuda’s response to the OECD global minimum tax. Standalone companies and groups below the EUR 750 million threshold remain outside the corporate income tax entirely.
Can a Bermuda company open a bank account?
It is difficult but not impossible. Bermuda has only four full banking licences, and local banks have limited appetite for newly incorporated, non-resident-owned crypto and fintech companies. In practice, an unlicensed company banks through alternatives such as a licensed electronic money institution authorised in a European jurisdiction, while a Digital Asset Business Act licence is usually what unlocks credible local and counterparty banking. Securing the licence before approaching banks is the route that tends to work.
Can a Bermuda company provide crypto services to EU clients?
A Bermuda company does not grant EU market access or passporting rights, and MiCA contains no third-country equivalence regime. MiCA Article 61 permits a third-country firm to serve EU clients only when the client initiates contact entirely on its own initiative, and ESMA interprets this very narrowly: any EU-targeted marketing, EU-language content, or geo-targeted advertising voids the exemption. Operators seeking systematic EU market access should obtain a separate CASP authorisation in an EU member state. See the reverse solicitation resource for detail on what counts as solicitation.
Does forming a Bermuda company include a licence?
No. Incorporating an exempted company gives the company legal personality and the ability to contract, but it does not authorise any regulated activity. Digital-asset business requires a separate Digital Asset Business Act licence from the Bermuda Monetary Authority, and token issuance for capital-raising requires a Digital Asset Issuance authorisation. The structure should be designed around the intended licence from the outset, because capital, governance, and substance requirements differ by licence class.
Weighing up Bermuda?
We form companies and file licences for high-risk and regulated operators. Tell us what you are building and we will advise on the right structure and jurisdiction for your business.
Banking & Payments
A company and a licence still need a bank account
Banking is one of our three core services. We help high-risk and regulated businesses open the bank and payment accounts that others refuse: we work directly with EU EMIs, payment institutions and crypto-aware banks, confirm appetite before you apply, and make the introduction. Take it with your company and licence, or on its own.
Related Services
- Banking for Offshore & Crypto Entities: account onboarding for offshore and crypto businesses
- Crypto Licensing (DABA / VASP / CASP / MiCA): the Bermuda DABA pathway and global crypto licences
- Company Formation: compare all formation jurisdictions side by side
- Offshore Company Formation: how Bermuda sits within the premium offshore tier
- Reverse Solicitation Under MiCA: serving EU clients without a CASP licence