Establishing a subsidiary in Bermuda can give you the chance to develop an independent company culture from your parent company and gain a separate legal presence. However, this process can take time, so it’s important to understand the requirements.
How to set up a subsidiary in Bermuda
The process can vary based on what type of business you choose to incorporate, such as a Limited Liability Company or a Sole Proprietorship. The steps are generally as follows:
- Reserve a company name with the Registrar of Companies.
- Develop the Memorandum of Association.
- File all necessary incorporation documents.
- Open a corporate bank account in the country.
Once you’ve completed the application process with all the necessary materials, you will receive a certificate of incorporation that allows you to conduct business in the area. You will encounter a range of fees during this process. For every year following incorporation, you will have to pay a fee based on your company’s authorized share capital and share premium.
Bermuda subsidiary laws
You will need to abide by many laws for your subsidiary. The main requirements are:
- Memorandum of Association: This document defines characteristics such as the scope of the company’s operations and the reason for establishment. This document will help the Registrar of Companies determine if incorporation is acceptable based on your goals.
- Registered office: Your Memorandum of Association will need to include the address of a registered office in Bermuda. You can rent or own your registered office, but it must be zoned appropriately for your purposes.
- Representation: Corporations are required to have one director and one secretary, which can be individuals or legal entities. Typically, the director and secretary are chosen during a series of meetings following incorporation. During this time, the people involved create the by-laws for the company. While the by-laws remain private, the assigned director and secretary must be on file with the Registrar.
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