Forming an Offshore Company in Bermuda for an Online Business: E-Commerce, Consulting, and Services

Published on and written by Cyril Jarnias

Bermuda is one of the few offshore jurisdictions that combines a “blue-chip” image, a solid legal framework, demanding regulation, and very light taxation. For a digital entrepreneur – e-commerce, consulting, or online service delivery – the idea of Setting up an offshore company in Bermuda for an online business: e-commerce, consulting, and services is therefore tempting. But behind the myth of the tax haven, the reality is far more technical: high banking requirements, recurring costs, economic substance, KYC/AML compliance, and new corporate tax rules for large groups.

Good to know:

This guide provides a concrete, business-oriented overview to help you understand what using a Bermuda structure for an online business really entails, and to avoid costly mistakes.

Why Consider Bermuda for an Online Business?

Bermuda is a British Overseas Territory, with a legal system based on English common law, a long history of political stability, and a reputation as a well-regulated financial center. It is a historic hub for insurance, reinsurance, and investment structures, but the archipelago has also positioned itself in e-commerce and digital services.

For an online business, three main pillars of arguments come up consistently: taxation, credibility, and technological environment.

A Very Light Tax Regime for Most Companies

From a tax perspective, Bermuda remains a neutral territory for the vast majority of businesses.

– No corporate income tax

– No dividend tax

– No capital gains tax

– No VAT

– No withholding tax on dividends, interest, or royalties

Historically, “exempted companies” – the standard form for offshore structures – pay no direct tax on their profits, only annual government fees indexed to authorized capital.

750 million euros

Consolidated revenue threshold above which the 15% corporate income tax applies to multinational groups starting in 2025, under the OECD “Pillar Two” framework.

This dualism is fairly well summarized in a table:

Type of Entity / Group Tax on profits in Bermuda
Standard “exempted” company (SME, startup) 0%
Local subsidiary of a large group < €750M revenue 0%
Bermuda entity of an MNE ≥ €750M revenue 15% (CIT from 2025)

To lock in this tax security, exempted companies can apply for a Tax Assurance Certificate under the Exempted Undertakings Tax Protection Act. This certificate guarantees that any future taxes on profits, dividends, or capital gains will not apply to the company until a predetermined date (at least through 2035 for commitments already made).

Credibility and a “Serious Jurisdiction” Image

Bermuda is not an exotic micro-jurisdiction: about 75% of Fortune 100 companies have or have had a presence there. Major stock exchanges and the U.S. SEC are accustomed to dealing with Bermudian companies, particularly in insurance and funds.

For a high-end online business (international consulting, B2B fintech, digital services platform for corporate clients), displaying a Bermuda structure can thus:

Tip:

Having a solid legal and tax framework can reassure certain institutional investors or family offices, ease relationships with sophisticated financial counterparties, and set your structure apart from a simple setup in a cheap but less respected jurisdiction.

This credibility comes at a price: heavier regulation, strict KYC/AML requirements, and very selective banking. Do not expect anonymity or compliance shortcuts.

A Digital- and E-Commerce-Friendly Ecosystem

On the digital front, Bermuda invested early:

– Electronic Transactions Act as early as the late 1990s, governing electronic signatures and online contracts

– E-commerce legislation among the first in the world, allowing the country to position itself as an offshore hub for digital activities

– Modern technological infrastructure: data centers, hosting, dedicated lines, server co-location

– A highly advanced framework for digital assets through the Digital Asset Business Act (DABA), complemented by cybersecurity and data protection standards

For a 100% online business, this means a clear legal environment for:

– digital contracts (terms and conditions, SaaS subscriptions, online payments)

– the use of electronic signatures

– operating digital assets and, in some cases, crypto assets under the supervision of the Bermuda Monetary Authority (BMA)

Understanding the Key Structure: The “Exempted Company”

For setting up an offshore company in Bermuda for an online business: e-commerce, consulting, and services, the form almost always used is the exempted company. It is designed to operate internationally, not in the local market.

What an Exempted Company Can (and Cannot) Do

The basic principle is simple: an exempted company can do business anywhere in the world, but not with the Bermudian public, unless it holds a specific license. It can:

– hold assets and subsidiaries abroad

– operate a global e-commerce website

– provide consulting or digital services to international clients

– deal with other exempted entities in Bermuda (banks, insurers, professional service providers)

Warning:

A Bermudian offshore company cannot engage in retail trade with local residents or own real estate, except under very regulated exceptions; Bermuda is a hub for offshore business, not for a physical shop in Hamilton.

Capital, Shareholding, and Governance

Capital requirements are modest. The classic setup:

– Standard “reference” capital: 12,000 BMD of authorized capital

– Paid-up capital: can be much lower (even symbolic); the key is to have a clear structure

– No high minimum capital requirement for a simple e-commerce or consulting vehicle

In terms of corporate governance bodies:

– Minimum of one shareholder (individual or legal entity)

– Minimum of one director (often more, depending on governance needs)

– Shareholders and directors may be non-residents

– A local registered office is mandatory

– A registered agent or licensed corporate services provider is essential

– Depending on the structure, resident directors or representatives may be required, particularly for economic substance and compliance matters

Good to know:

Bermudian law does not impose high capital or size thresholds, but local practice encourages rigorous structuring: a shareholders’ agreement when there are multiple founders, customized articles of association to organize share classes, voting rights, and mechanisms for investor entry and exit.

Costs of Incorporating and Maintaining a Bermuda Company

Unlike certain low-cost havens, setting up a structure in Bermuda is a serious investment, especially for a small digital operation.

The main cost items can be summarized as follows (indicative data from provider offerings and government fee schedules):

Cost Item (Exempted Company) Indicative Range (USD / EUR)
Incorporation (fees + government charges) USD 6,900 to 21,000 depending on the package
Initial government fee (capital ≤ 12,000) approx. BMD 1,995 / year
Registered agent & registered office (minimum annual service) BMD 2,000 to 2,750 / year
Corporate secretarial services often included in a package from USD 6,500+
Resident agent / resident representative BMD 1,500 to 3,000 / year
Nominee director (if needed) EUR 2,400 / year per director
Accounting, substance, ES filings, basic compliance EUR 1,800 / year and up depending on complexity
Audit (if required) BMD 5,000 to 15,000 / year

In other words, even for a modestly sized e-commerce or online consulting business, it is hard to stay sustainably below USD 8,000 to 10,000 per year in recurring costs, excluding banking.

This cost level is consistent with Bermuda’s DNA: it is not a jurisdiction for a micro-business or side project, but for projects with international ambition, sufficient margins, and a need for a high-end image.

Offshore Bank Account in Bermuda: The Trickiest Step

Incorporating a company is relatively quick. Opening an operational bank account suited to an e-commerce or online services business is far more demanding.

The Bermudian Banking Landscape

Four commercial banks operate locally:

Bank Primary Profile
HSBC Bank Bermuda International bank, trading & wealth
Butterfield Bank Major local player, corporate & private
Bermuda Commercial Bank Investment bank, offshore structures
Clarien Bank Local bank, international clients

All of them wear two hats: the local retail market (for residents) and the offshore market for wealth management, funds, insurance, trusts, and international companies.

For a non-resident, access to retail banking is very limited; entry is mainly through:

– via private banking services, often with relationship minimums starting at USD 500,000, or even USD 1 million for certain profiles

– via corporate accounts for well-documented exempted companies that show a clear business, significant flows, and good standing

Opening Requirements for a Foreign Company

Bermudian banks enforce a strict KYC/AML policy, reinforced by FATF monitoring and local authorities’ scrutiny of offshore structures. Key elements:

Warning:

Many institutions refuse to open accounts for holders of U.S. passports or U.S. addresses, due to FATCA/CRS constraints and perceived risk. They require full transparency on the UBO, an in-depth analysis of the business model, financial flows, payment volume, counterparty countries, and the nature of the services.

The documents typically required for a corporate account are:

– Certificate of incorporation

– Memorandum and articles of association

– List of all directors and shareholders > 10%

– Resolution to open the account and appointment of signatories

– Certified passport (non-U.S.) + a second form of ID for each signatory

– Two original or certified proof-of-address documents (no U.S. address)

– Detailed business plan: description of e-commerce or consulting activity, client types, target countries, financial projections

– Proof of source of funds: contracts, prior financial statements, evidence of paid-in capital

– Bank or professional reference letters where applicable

A specialized provider can assist you with completing bank questionnaires, structuring your banking business plan, and anticipating deal-breakers (risky countries, crypto links, digital activities that are poorly understood, etc.).

Minimum Deposit Amounts and Expected Client Profile

Bermuda is not the place to open a USD 10,000 bank account to test a side business.

Depending on the segment and the bank:

500,000

Initial threshold frequently required by private banks or for exempted company accounts, which can reach USD 1,000,000.

More accessible solutions exist, with multi-currency offshore accounts managed from Bermuda but sometimes hosted in other jurisdictions (United States, Europe, Singapore, etc.), and with lower minimum deposits, even symbolic for certain products. On the other hand, these offerings come with high annual fees (up to USD 3,000 or more) and video conference procedures, enhanced checks, etc.

A typical outline might look like this:

Account Type Typical Initial Deposit Features
Local operating account (major bank) USD 25,000 to 100,000 ES, heavy due diligence
“Global” multi-currency account linked to Bermuda USD 0 to 50,000 depending on bank Remote opening possible
Private banking account ≥ USD 500,000 Wealth management, not transactional

For an e-commerce business, the appeal of a pure Bermudian account can be limited if clients and flows are mainly in Europe or North America. Many providers also offer a “banking introduction” to other centers (Cayman, Singapore, Dubai DIFC, European banks), as a complement to or instead of a strictly Bermudian bank, while keeping the parent company in Bermuda.

Process and Timeline for Opening an Account

Account opening is almost always done remotely, but often involves video calls (Zoom), exchanges of certified documents, and several weeks of verification.

Example:

The process generally follows these steps, which outline the typical procedure.

1. Profile pre-assessment: sector (e-commerce, consulting, services), client countries, transaction volume, banking history
2. Selection of the most suitable bank or banking product
3. Compilation of the KYC file:

– Identity documents

– Proof of address

– Complete corporate documentation

– Business plan

– Information on the source of funds
4. Submission of the file and exchanges with the compliance team
5. Video interview with UBOs and/or directors
6. Bank decision and, if approved, transfer of the initial deposit
7. Activation of online banking services, physical and virtual cards, SWIFT wires, etc.

Stated timelines vary:

– Very clean files, simple structure: 1 to 2 weeks

– Standard file: 2 to 4 weeks

– Complex or multi-jurisdictional structures: 4 to 8 weeks, sometimes longer

For an online business, it is therefore wise to never base a launch schedule solely on a theoretical timeline, and to plan temporary solutions (other banks, PSPs, fintechs) for incoming and outgoing payments at the start.

Economic Substance: A Key Issue for a Credible Structure

The era when you could incorporate a “mailbox” company with no local activity and use it as a linchpin of an international group without questions is long gone. Like many offshore jurisdictions, Bermuda has introduced an Economic Substance Regime.

Who Is Affected by the Economic Substance Act?

The economic substance regime applies to Bermudian entities that carry out certain types of activities classified as “relevant activities” under the law, including:

– Banking

– Insurance

– Fund management

– Financing and leasing

– Headquarters

– Shipping

– Distribution and service center

– Intellectual property

– Holding of equity interests

An e-commerce or consulting company can be affected if it resembles, for example, a distribution/service center for a group, an IP holding company exploiting software licenses, or a pure holding company.

Good to know:

All entities must file an annual declaration of their status regarding substance, even if the activity is deemed simple and even to indicate that they are out of scope. Failure to file can result in daily penalties.

The Concrete Substance Criteria

For entities “in scope”, the company must demonstrate, for each relevant activity:

Example:

To demonstrate economic substance in Bermuda, the company must prove that it is managed and directed locally: board meetings held on the island, documented strategic decisions, and the presence of directors or officers on the island. In addition, its core income-generating activities (CIGA) – such as management and exploitation decisions for an IP holding company – must be carried out there. It must also have adequate physical presence (office, co-working space, leased premises), employ a sufficient number of qualified staff proportionate to its activity, and bear a level of local “operating expenditure” consistent with its business.

Certain entities, such as pure equity holding companies, benefit from reduced minimum substance, but must still meet a baseline of presence and management.

Since 2026, oversight of this regime has been transferred from the Registrar of Companies to the Corporate Income Tax Agency (CIT Agency), with strengthened control, inspection, and sanction powers.

For a project to set up an offshore company in Bermuda for an online business: e-commerce, consulting, and services, this means that:

– a simple “empty shell” arrangement with zero on-island substance is increasingly hard to defend

– in the event of an audit, you will need to prove that functions are actually performed in Bermuda

– smaller structures can however calibrate proportionate substance (modest office, one or two employees, partial outsourcing through local providers)

E-commerce, Consulting, Services: How to Structure It in Practice

The key question is not just “can we set up a Bermuda company?” but “does it make sense for my specific business model?”. The answers differ depending on whether you sell physical goods, consulting services, or recurring digital services.

Case 1: International E-commerce (Physical Products)

For a B2C or B2B online store shipping goods to different countries, the Bermudian company can play several roles:

– holding company for a logistics and commercial group with operating subsidiaries in target countries

– owner of the platform (IP, website) charging marketing or licensing services to local subsidiaries

– entity billing end customers directly, with third-party logistics providers in distribution areas

But the devil is in the details:

Good to know:

Before choosing a country for your business, consider the VAT, customs, and e-commerce obligations of the delivery countries, because payment platforms often require an entity in the EU or the United States for certain markets. Additionally, tax authorities may consider that the real substance is located where your warehouses, marketing teams, and logistics are, not in Bermuda.

In this configuration, the Bermudian company is often more relevant as an holding entity or intellectual property parent (brands, websites, algorithms) than as a direct B2C seller worldwide.

Case 2: Online B2B or B2C Consulting

An online consulting firm – whether in strategy, IT, finance, marketing, or anything else – can more easily be hosted within a Bermuda structure, especially if:

– the client base is international and multi-country

– assignments are carried out mostly remotely

– there is no significant physical presence in another country

The advantages:

– no corporate income tax at the company level (below the Pillar Two threshold)

– ability to bill demanding corporate clients by offering a structure considered “serious”

The caveats:

Good to know:

Bermudian banks often require significant financial flows, making it difficult to open a local account for a consulting firm with only a few hundred thousand in revenue. Furthermore, the tax exemption for the Bermudian company does not apply to consultants or partners: they remain personally taxed in their state of residence on their compensation.

In this case, a common setup is:

– Bermudian company as the billing and IP-holding entity (methodologies, software, tools)

– consultants residing in different countries working under service agreements with the company

– compensation via salaries, management fees, or dividends, depending on tax planning and local arrangements

Case 3: Digital Services and Online Platforms

For SaaS platforms, marketplaces, online service providers (hosting, digital marketing, software development), Bermuda can play an interesting role, especially in combination with the digital assets regime.

The main challenge is balancing:

– local regulatory requirements (licenses, data protection, payments, etc.) in client countries

– technical and regulatory credibility of the Bermuda jurisdiction, particularly in digital finance

– banking and substance constraints

For a fintech project using crypto assets, stablecoins, or DeFi, having a presence in Bermuda, under the supervision of the BMA and DABA, can provide regulatory legitimacy in the eyes of investors, banking partners, and foreign regulators.

Compliance, Risks, and Governance: Leave Nothing to Chance

Working with a Bermudian company means accepting a high level of compliance. Beyond banking KYC and the Economic Substance Act, several other areas deserve attention.

Anti-Money Laundering and Controls on Offshore Structures

The Bermudian legal sector is classified as high risk for money laundering in the 2024 national risk assessment, particularly due to:

– exposure to non-resident clients, HNWIs, and foreign PEPs

– complex multi-country structures

The authorities – and the law firms that assist you – therefore take a very cautious approach: in-depth due diligence, verification of the source of funds, country risk analysis. Failures can lead to:

– criminal penalties if involved in money laundering or terrorist financing schemes

– disciplinary sanctions (for regulated professionals)

– serious reputational damage, with fallout on bank accounts and partners

Warning:

A digital entrepreneur must build a fully transparent file covering the origin of his/her wealth, the nature of flows, and clients, accepting a level of documentation that is sometimes surprising compared with other countries.

Cyber Risks and Technological Requirements

Bermuda has formalized an Operational Cyber Risk Management Code of Conduct imposed on a broad range of financial institutions (banks, corporate service providers, investment companies, etc.). Even if your online services company is not directly regulated, your partners are, and that has an impact on you.

A few almost mandatory best practices:

– regular and secure backups

– protection against malware and ransomware

– robust password and access management policies

– internal anti-phishing training

– cybersecurity clauses in contracts with IT providers

Good to know:

For an e-commerce site or services platform, a security breach can have a disproportionate impact on customer trust and, in turn, on perceptions of your Bermudian structure.

Reporting Obligations and Meeting Deadlines

Between government fees, Economic Substance Declarations, updates to beneficial ownership registers, banking obligations, and internal documentation, an administrative oversight can quickly result in: financial penalties.

– daily fine (for example, USD 100 to 500/day for late substance filing)

– banking difficulties

– damaged reputation with local authorities

Most entrepreneurs who successfully leverage a Bermuda structure rely on a top-tier corporate service provider that can:

– track the compliance calendar

– prepare filings

– alert you in time to any legal changes (e.g., introduction of CIT for large groups, substance adjustments, etc.)

Real Advantages vs. Disadvantages for an Online Business

To make a pragmatic decision, it helps to weigh the main strengths and limits of the Bermuda structure as applied to e-commerce or services.

Aspect Major Strengths Watch-Outs / Limitations
Taxation 0% corporate tax for most SMEs, no withholding taxes, no capital gains tax 15% CIT for MNEs with revenue ≥ €750M starting in 2025
Image & credibility “Blue-chip” jurisdiction, high regulatory standards, accepted by major players Perceived as “very expensive” and sometimes “heavy” compared with BVI or other jurisdictions
Banking Top-tier banks, multi-currency accounts, cards, crypto sometimes allowed High minimum deposits, strict KYC, potential refusals for US clients, heavy due diligence
Structural costs Stable framework, legal certainty, no local tax surprises Costly incorporation and maintenance, significant accounting/audit/compliance
Substance and OECD reputation Pillar Two compliance, Economic Substance, TIEA/CRS information exchanges, good reputation with OECD Need for real substance in some models, operational constraints
Digital & e-commerce Modern e-transactions legislation, support for hosting, IP, digital assets Tiny local market, need to factor in VAT, customs, and e-commerce rules of target countries

For a freelancer or micro e-commerce operator, the answer is clear: the Bermuda structure is disproportionate. Fixed costs will absorb any theoretical tax gain, and banking hurdles will likely be insurmountable.

For a mid-sized online business with an international client base, significant flows, a need for a holding structure, and a long-term goal, Bermuda becomes a realistic option – provided that:

Tip:

It is crucial to accept the entry and maintenance costs, build properly calibrated substance on the island, work closely with a local firm on tax, regulatory, and banking matters, and not overlook the personal tax liabilities of shareholders in their countries of residence.

For an already large international group (or one on its way to becoming so), Bermuda can remain attractive, but planning must include:

– Pillar Two rules and the 15% CIT

– any applicable tax credits

– coordination with the group’s tax teams

How to Approach a Bermuda Company Project for an Online Business

In practice, a serious project rarely unfolds in an improvised manner. A structured approach helps avoid false good ideas.

Clarify Your Business Model and Your “Why Bermuda”

Before any administrative steps, it is crucial to:

– map your value chain: where are the warehouses, developers, marketers, servers, and main clients

– define your trajectory: expected business volumes, margins, fundraising needs, potential exit horizon

– clearly identify what you expect from Bermuda: tax optimization, credibility, IP hub, access to a specific ecosystem (insurance, digital assets, etc.)

If you conclude that other jurisdictions (Hong Kong, Singapore, BVI, EU) better meet these needs, it is better to stop there than to pursue a Bermuda project simply as a trend.

Work with a Serious Local Provider

Working with a corporate service provider (CSP) or a local law firm is essential. It will help you to:

Setting Up a Company in Bermuda

The essential steps to incorporate and structure your company, from name reservation to compliance.

Preparation and Structure

Reserve the company name, choose the legal form (exempted company or LLC), and draft the Memorandum and bye-laws tailored to your needs.

Procedures and Bank Account Opening

Handle the procedures with the Registrar of Companies and the BMA, and arrange the opening of the bank account, in Bermuda or abroad.

Compliance and Tools

Set up internal compliance tools: KYC, economic substance, and cybersecurity measures.

In an environment where non-compliance can have serious consequences, trying to “hack it together” without local assistance is rarely a good idea.

Anticipate the Banking Issue from the Start

Before even signing an incorporation application, it is wise to:

Good to know:

To maximize your odds, check your banking eligibility (passport, country of residence, client countries, expected volumes), identify the banks or alternative banking solutions suited to your project, and calibrate your financing plan to include the minimum deposits required by the target bank.

Many disappointments come from the gap between the “easy offshore” image and the reality of a highly selective banking sector.

Treat Substance as a Strategic Investment, Not a Cost to Be Endured

If your business is capable of generating several million in revenue, investing in:

– an office (even a modest one) in Bermuda

– one or two qualified employees on the island

– a schedule of board meetings physically held on the island

can not only satisfy the requirements of the Economic Substance Act, but also:

– strengthen your credibility with banks, clients, and partners

– offer a stable anchor point for managing your IP and contracts

– secure your structure against international tax challenges based on lack of substance

Conclusion: A Premium Option to Be Used with Eyes Wide Open

Setting up an offshore company in Bermuda for an online business: e-commerce, consulting, and services is not an out-of-reach fantasy, but it is a premium choice. This option is only justified if:

Good to know:

This choice works if your business is or aims to be international in scope, you are looking for a tax-neutral, politically stable, and heavily regulated framework, and you accept high structural costs and heavy compliance requirements. It is also relevant if you value a high-caliber legal environment for holding assets, intellectual property, and structuring groups.

Conversely, if your goal is simply to reduce your taxes on modest e-commerce or freelance income, Bermuda is not the right tool: other jurisdictions, cheaper and more accessible, are a better fit for that profile.

So the issue is not whether Bermuda is “good” or “bad,” but whether, for your specific online business, it is the right tool at the right time, with a long-term strategy – fully incorporating the banking, regulatory, and economic reality, far from the clichés of a tax haven with no constraints.

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About the author
Cyril Jarnias

Cyril Jarnias is an independent expert in international wealth management with over 20 years of experience. As an expatriate himself, he is dedicated to helping individuals and business leaders build, protect, and pass on their wealth with complete peace of mind.

On his website, cyriljarnias.com, he shares his expertise on international real estate, offshore company formation, and expatriation.

Thanks to his expertise, he offers sound advice to optimize his clients' wealth management. Cyril Jarnias is also recognized for his appearances in many prestigious media outlets such as BFM Business, les Français de l’étranger, Le Figaro, Les Echos, and Mieux vivre votre argent, where he shares his knowledge and know-how in wealth management.

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