Complete Checklist: 20 Points to Verify Before Opening an Offshore Company in Bermuda

Published on August 16, 2026 and written by Cyril Jarnias

Setting up in Bermuda through an offshore company is not just about taking advantage of an attractive tax environment. It means entering a highly regulated ecosystem, combining economic substance requirements, beneficial ownership transparency obligations, strict anti-money laundering (AML/ATF) rules, and oversight by the Bermuda Monetary Authority (BMA) and the Corporate Income Tax Agency (CITA).

Good to know:

Before signing any forms at a Corporate Service Provider in Bermuda, review 20 specific areas, in accordance with the laws and practices currently in force locally.

1. Clarify your objective and the type of offshore structure

Before doing anything, you need to define what you actually expect from setting up in Bermuda: a pure holding company, intra-group financing activity, a captive insurance vehicle, an investment fund, a service company, intellectual property management, etc. This choice immediately determines the type of vehicle, the applicable regulations, and the costs.

In Bermuda, the most commonly used forms for offshore structuring are:

Entity type	Main use	Key features
Exempted company	Standard vehicle for international business, holding, offshore trading	100% foreign ownership possible, no local trade without authorization, subject to the Companies Act 1981
Limited liability company (LLC)	Flexible contractual structures, joint ventures, investment structures	Governed by the LLC Act, operates via an LLC agreement
Partnerships (including limited partnerships)	Funds, investment structures, co-investments	Possible tax transparency, similar BO and AML/ATF obligations
Captive insurance	Group risk management	Simplified prudential regime but heavily supervised by the BMA

In practice, the vast majority of offshore vehicles in Bermuda go through an exempted company, designed to operate internationally without a Bermudian owner and without local trade, except for formalized exceptions.

Tip:

Before opening a bank account, applying for a license, or incurring substantial costs, first verify that the chosen structure type is consistent with your planned activity and your profile (group, family office, fund, etc.).

2. Verify compliance with the economic substance regime

Since the Economic Substance Act 2018 and its regulations, reinforced by successive amendments, any Bermudian entity carrying out a “relevant activity” is subject to specific local presence requirements.

The activities concerned include in particular:

– holding entity

– intellectual property business

– financing and leasing

– fund management

– headquarters

– shipping

– distribution and service centre

– banking

– insurance

For these activities, the entity must demonstrate that it: has the necessary resources, complies with legal requirements, applies effective management practices, implements appropriate corrective actions.

Warning:

The company is directed and managed from Bermuda, carries out its core income-generating activities (CIGA) there, has adequate premises, employs a sufficient number of qualified staff locally (directly or through local subcontracting), and incurs sufficient operating expenses related to its activity.

An entity in a relevant activity must file an Economic Substance Declaration each year, within 6 months of the end of the financial year or incorporation. Failure to file can result in fines of up to USD 25,000 in the first year, and up to USD 100,000 for repeat offenses, with automatic transmission of information to international partners via the OECD.

Before opening an offshore company in Bermuda, you must therefore:

– check whether your planned activities fall within one of the relevant activities;

– assess the real capacity to set up decision-making and management functions locally (directors, meetings, local service providers, etc.);

– budget for substance costs (salaries, fees, rent, corporate service provider services).

3. Understand the tax framework: zero tax… but not for everyone

Bermuda has long been distinguished by the absence of corporate income tax, as well as taxes on dividends, interest, capital gains, and withholding taxes. This regime remains valid for the majority of modestly sized structures, but it is now regulated for very large groups.

Two elements must be checked before incorporating your company:

750 million

Consolidated revenue threshold at which multinational groups become subject to the 15% corporate income tax in Bermuda under the Pillar Two framework.

2. Your tax protection horizon
Exempted companies and captives may obtain a tax assurance from the Minister of Finance, guaranteeing that no Bermudian tax on profits, capital, or dividends will be applied to them until a date prescribed by law (for example, for certain structures until March 31, 2035).

Summary table:

Group profile	Applicable tax regime in Bermuda
Group < €750M consolidated revenue	Zero corporate tax, capital gains, dividends, interest (subject to future changes)
Group ≥ €750M consolidated revenue	Subject to the Corporate Income Tax Act (15% CIT) on BCE, with transparency rules and adjustments

Opening a company in Bermuda therefore involves checking your situation under the CIT Act and, if applicable, preparing for compliance (reporting, CITA forms, advance payment calculations via Form 001, etc.).

4. Assess the real cost: government fees, CSP, compliance, and banking

Setting up offshore in Bermuda costs significantly more than in most more “standardized” low-tax jurisdictions. You need to include:

– incorporation fees;

– Corporate Service Provider (CSP) fees;

– annual government fees indexed to authorized share capital;

– compliance costs (AML/ATF, substance, audits, training);

– banking costs and relationship setup costs.

For a typical exempted company, the approximate ranges are:

Cost item	Indicative amount
Incorporation (drafting M&A, filing with Registrar, first Government Fee)	Approximately EUR 4,000–6,000, depending on the service provider and the complexity of the articles
Annual Government Fee (authorized capital ≤ USD 12,000)	≈ USD 1,995–2,095
Registered office and local agent	≈ EUR 600–900/year
Nominee director / resident representative (if required)	≈ EUR 2,400/year and up
Compliance & accounting (substance filing, possible audit, reporting)	≈ EUR 1,800/year (excluding mandatory audit if assets are high)
Banking services / introduction	≈ EUR 1,200 for opening in another financial center

Add to these costs any sector-specific licenses. Registration fees with the BMA can range from USD 5,000 to USD 25,000 for insurance or banking activities, with annual fees that can exceed USD 100,000 for large regulated entities.

Multi-year budget for business creation

Key steps to build a realistic budget before opening your company

Initial cost assessment

Identify all start-up costs: registration, equipment, inventory, security deposits, etc.

Forecasting fixed expenses

List recurring monthly expenses: rent, salaries, insurance, subscriptions, external services.

Estimating revenue

Project your sales over several years with conservative assumptions, taking into account the market and seasonality.

Cash flow plan

Establish a projected cash flow plan to anticipate financing needs and avoid cash flow pressure.

Break-even analysis

Calculate the break-even point to know the minimum revenue to achieve and adjust your goals.

Review and adjustments

Update your budget regularly by comparing actual results to forecasts, and adapt your strategies.

– Government Fees (varying with authorized capital);

– fixed fees for CSPs, lawyers, and auditors;

– recurring substance costs (premises, salaries, travel);

– reporting costs (CITA, Economic Substance, CRS, CbCR as applicable).

5. Choose and validate the Corporate Service Provider (CSP)

In Bermuda, an exempted company cannot be incorporated or managed without going through a licensed CSP. The Corporate Service Providers Act establishes a licensing regime under BMA supervision, with clear requirements:

Example:

CSPs must have financial, human, and technical resources proportionate to their activity, establish a formal risk management framework reviewed at least annually, strictly comply with AML/ATF and record-keeping obligations (articles, accounting, transactions, beneficial owners), apply thorough KYC procedures for clients, beneficial owners, and directors, and prove that their controllers and directors meet the “fit and proper” criterion.

In practice, before committing to a CSP, check:

– its license from the BMA;

– its ability to handle your specific needs (e.g., captive, fund, complex holding);

– its risk policy (acceptance of the tax jurisdiction of your UBOs, planned activities, etc.);

– internal procedures for detecting suspicious transactions (reporting to the FIA, cooperation with authorities).

The CSP will become your liaison with the Registrar of Companies, the BMA and, if applicable, the CITA. It will also be responsible for maintaining the registered office, the mandatory registers, and a large part of the AML/ATF framework.

6. Verify anti-money laundering (AML/ATF) and KYC obligations

Bermuda imposes a sophisticated AML/ATF framework, rooted in the Proceeds of Crime Act 1997 and the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008. Every regulated entity and every CSP must:

– identify and verify the identity of clients and beneficial owners (CDD);

– implement a risk-based approach;

– continuously monitor business relationships (ongoing monitoring);

– define internal alert procedures and appoint a Money Laundering Reporting Officer (MLRO);

– train all staff annually on money laundering and terrorist financing risks;

– keep records and data for at least five years.

CDD requirements are very specific, for example:

– for natural persons: full name, residential address, date and place of birth, verified by passport, ID card, or driver’s license, plus recent proof of address (utility bill, bank statement, or official document less than three months old);

– for companies: name, jurisdiction of incorporation, registration number, registered address, business address, list of directors, shareholder register, certificate of incorporation, articles of incorporation, register of members.

Good to know:

For high-risk clients, enhanced due diligence (EDD) is mandatory. It includes verifying the source of funds (SoF) and source of wealth (SoW), as well as, in some cases, reviewing all directors and individuals exercising significant control.

Opening an offshore company in Bermuda therefore means accepting:

– an extensive level of transparency on UBOs;

– the production of numerous certified and possibly apostilled documents;

– continuous monitoring of flows and transactions, with the possibility of filing suspicious activity reports with the Financial Intelligence Agency (FIA) through the GoAML platform.

7. Anticipate beneficial ownership constraints (BO Act)

The Beneficial Ownership Act governs the collection, updating, and retention of information on the beneficial owners of all Bermudian legal entities (companies, LLCs, partnerships, etc.), with the exception of companies listed on the Bermuda Stock Exchange or an “appointed” stock exchange and their subsidiaries.

A beneficial owner is considered to be:

– any individual holding or controlling, directly or indirectly, 25% or more of the shares, voting rights, or interests in the structure;

– any person exercising ultimate effective control over management, even without reaching this ownership threshold.

The key obligations are:

Warning:

Identify and verify beneficial owners before or during incorporation, maintain an accurate and up-to-date internal register, file this information through a corporate service provider with the Registrar of Companies (a central register that is not public but is accessible to authorities such as the FIA, BMA, CITA, and financial institutions for their KYC obligations), and update the registers within 14 days after any change.

Before opening your company:

– make sure your ownership chain is clear, documented, and acceptable for a BO register (no more opaque structures without a natural person at the top);

– prepare documents proving the identity, address, date of birth, and, if necessary, source of funds of UBOs above the 25% threshold;

– accept the prospect of regular checks by the Bermudian authorities on these items.

8. Define the governance structure and the role of directors

In Bermuda, corporate governance is based on the Companies Act 1981, the bye-laws and, for regulated entities, on sector-specific governance codes issued by the BMA (insurance, banking, service providers, etc.).

There is no single general code, but several principles apply:

Good to know:

A Bermudian company must have at least one director, often two in practice. For exempted companies carrying on a relevant activity, it is frequently required that at least one director or representative resides in Bermuda to satisfy the “managed and directed in Bermuda” requirement. Directors are subject to fiduciary duties (good faith, corporate interest, avoiding conflicts of interest, etc.). Conflicts of interest must be managed through formalized policies and a systematic declaration at the start of board meetings.

The BMA, through its governance policies for certain sectors (banking, captives, CSPs, etc.), emphasizes: the importance of transparency, accountability, and integrity in the management of financial institutions.

Good to know:

Ensure the competence and diversity of skills on boards, set up mandatory committees (audit, risk) for regulated entities, and formalize evaluations of the board and its members.

Before opening your offshore company, you must therefore:

– identify who will sit on the board (natural person, corporate director, CSP);

– verify that certain directors meet residence or presence requirements in Bermuda if substance requires it;

– clarify the personal responsibilities of officers (including AML/ATF and compliance with the substance regime).

9. Understand record-keeping and reporting obligations

Bermudian requirements for registers and documents are extensive and precise. Every company must, in particular:

Tip:

Keep at the registered office (or elsewhere in Bermuda) the register of members, the register of directors and officers (updated within 14 days of any change), the beneficial ownership register (unless exempt), the minutes of shareholder meetings and board meetings as well as written resolutions, and accounting records enabling directors to assess the financial position at least every three months. File with the Registrar of Companies the list of directors (notification within 30 days of any change) and an annual declaration by January 31 at the latest, together with the applicable Government Fee.

A standard exempted company is not required to file annual accounts with the registry, nor to undergo a mandatory audit, except under specific requirements (sector-specific regulations, asset size, group subject to CIT or consolidated reporting obligations).

Before incorporation, you must therefore ensure that:

– your CSP has the capacity to maintain complete and compliant registers;

– you are prepared to regularly provide the necessary information (capital movements, changes of directors, restructurings);

– you integrate these reporting tasks into your budget and internal organization.

10. Secure the company name and articles of association

Choosing the name and drafting the articles (Memorandum of Association and bye-laws) are not purely cosmetic formalities in Bermuda.

The Registrar of Companies must approve the name, which:

– must be available and not confusingly similar to an existing entity;

– must end with “Limited” or “Ltd.” for an exempted company;

– cannot contain restricted terms (bank, insurance, trust, etc.) without the appropriate license.

Good to know:

The bye-laws and the Memorandum define the capital structure, shareholder rights, directors’ powers, meeting rules, and sometimes specific governance clauses, such as the appointment of directors or share transfers.

Before opening a company, you should therefore: study the market, define a solid business plan, choose the appropriate legal form, and inform yourself about the legal and regulatory aspects related to the activity.

– check the availability of the desired name (with two or three alternatives ready);

– ensure the planned articles are compatible with the control structure and needs (veto rights, share classes, transfer restrictions, etc.);

– incorporate future constraints from the start (possible listing, entry of institutional investors, requirements of a sector-specific regulator).

11. Verify access to banking services and account opening conditions

Bermuda’s offshore reputation, combined with strict AML/ATF rules, results in selective banking access, often reserved for relationships of significant size and with real substance.

Points to check before incorporating the company:

Good to know:

To open an account in Bermuda, define your banking strategy: local account, offshore account (Cayman, Singapore, DIFC, Europe), or regulated payment institution. Banks require full documentation (certificate of incorporation, articles, shareholder register, business plan, financial projections, flows), identification and proof of address for all UBOs and signatories, proof of source of funds (contracts, financial statements, transfer deeds, inheritance documents), and consistency between Bermudian substance and the declared activity for local accounts.

Bermudian banks generally require:

– a significant minimum relationship (for offshore companies, amounts potentially in the range of several hundred thousand dollars to start);

– an in-depth due diligence process, often spread over 4 to 8 weeks, with the possibility of a video interview.

The choice of banking jurisdiction must therefore be made in parallel with the incorporation project, at the risk of creating a company without an operational cash management solution.

12. Confirm compliance with international transparency regimes (CRS, FATCA, CbCR)

Bermuda is fully integrated into international automatic exchange of information frameworks:

– Common Reporting Standard (CRS);

– FATCA (intergovernmental agreement with the United States);

– Country-by-Country Reporting (CbCR) for groups meeting OECD thresholds.

Concretely, this means that:

750

Consolidated revenue threshold in euros at which multinational groups must file a country-by-country report through CITA.

Before setting up your structure in Bermuda, you must:

– check whether a group entity will need to file a CbC Report in Bermuda;

– understand how opening a Bermudian account will be reported via CRS/FATCA to your country of tax residence;

– adjust your confidentiality and compliance strategy accordingly (especially for UBOs who are natural persons).

13. Assess substance requirements in light of your actual activity

Even when an activity does not seem a priori to fall into the most sensitive categories (banking, insurance, fund management), Bermuda uses an economic approach: if significant income is attributed to an entity registered on the island, the authorities expect concrete evidence of the local business reality.

This translates into:

Good to know:

To justify economic substance in Bermuda, strategic management meetings must actually be held on the island, directors or officers must be based locally (sometimes with an office, staff, or outsourcing), and sufficient local expenses (rent, services, salaries) must be proportionate to revenue and profits.

Before opening an offshore company, it is therefore essential to:

– determine dispassionately what will actually be done in Bermuda (and not just declared);

– measure the cost of this substance compared to other jurisdictions, based on your business model;

– anticipate subsequent control through Economic Substance Declarations and CITA inspections.

14. Understand the limits of secrecy and confidentiality

Bermuda retains some elements of confidentiality (for example, bye-laws and some internal data are not publicly accessible). But basic registers and essential information are far from opaque:

Good to know:

The Registrar of Companies makes public data such as the certificate of incorporation, the Memorandum, the registered office address, the list of directors, registered charges, and certain prospectuses. Beneficial ownership registers, although not public, are accessible to national authorities and certain “relevant persons” (banks, insurers, CSPs, regulated law firms) in the context of their KYC obligations.

In other words, opening an offshore company in Bermuda must be considered within a logic of controlled transparency, adaptable but far from the historical model of absolute secrecy.

15. Anticipate authority controls and inspections

The BMA and CITA have extensive inspection powers over regulated entities, CSPs and, more indirectly, over all structures subject to the substance, BO, AML/ATF, CRS, and CbCR regimes.

These powers include:

Example:

Authorities may request documents and information, including internal items, conduct on-site visits to verify physical presence and activities, and impose administrative sanctions such as fines or injunctions in the event of non-compliance.

CSPs themselves are subject to prudential supervision, with risk categorization and regular audits. If you open an offshore company in Bermuda, you must anticipate that eventually:

– your registers, accounts, and governance documents may be examined;

– the links between your financial flows and your local substance will be tested;

– your internal policies (AML/ATF, governance, possibly cybersecurity) will be challenged.

16. Assess Bermuda’s suitability for your group strategy

Bermuda offers an extremely sophisticated environment for:

– captive insurance;

– reinsurance vehicles;

– certain fund and asset management structures;

– holding companies for international groups, particularly in insurance, finance, or services.

On the other hand, for purely financial structures without substance or specific activity, the combination of:

– incorporation and maintenance costs;

– substance obligations;

– banking constraints;

– international tax transparency,

may make other jurisdictions more suitable.

Before incorporating, it is therefore essential to compare the real profile of your project with the strengths and constraints of the Bermudian framework, rather than being guided solely by the “tax haven” label.

17. Integrate the risk management and internal compliance dimension

The Bermudian regulator now expects companies, especially those that are regulated or managed by CSPs, to adopt genuine risk management frameworks:

Tip:

Implement exhaustive risk identification (strategic, operational, reputational, AML/ATF, cybersecurity depending on the sector), written policies and internal control procedures (segregation of duties, dual validation, incident tracking), an annual risk review with adaptation of measures, and protected retention of sensitive documents (statutory, registers, BO, minutes) through structured retention and destruction policies.

Creating an offshore company in Bermuda must therefore be accompanied by thought about how your group or family office will integrate these requirements into its overall compliance framework.

18. Plan recurring obligations (annuals, substance, AML training)

Once the company is incorporated, the workload is just beginning. The main annual milestones include:

Warning:

Respect the mandatory schedule: file the declaration with the Registrar of Companies and pay the Government Fee before January 31; file the Economic Substance Declaration within six months after the end of the financial year where applicable; provide annual AML/ATF training for all employees of regulated entities and CSPs; conduct an annual review of AML/ATF, risk management, and governance policies; update the beneficial ownership register with notice to the Registrar/BMA within 14 days of any change; and prepare accounts (audited or not) as well as internal reports for directors.

Before incorporating, you must therefore:

– project yourself 3–5 years ahead and verify that these processes can be absorbed by your internal teams and service providers;

– budget not only for costs but also for the management time required for committees, report validation, and responses to requests from authorities or banks.

19. Anticipate a possible exit or liquidation

Any serious offshore project must include, from the outset, consideration of the exit: sale, reduction of activity, conversion, or liquidation.

In Bermuda, the liquidation of a company is governed by the Companies Act 1981 and requires, even in the case of a members’ voluntary liquidation (solvent), a certain level of formality:

Example:

The liquidation of a company involves several key steps: shareholder resolution, directors’ declaration confirming the company’s solvency to pay its debts within a specified period, appointment of a liquidator, settlement of creditors, distribution of the remaining balance to shareholders, as well as filing of liquidation accounts and notification to the Registrar for deregistration.

Ignoring this dimension at the time of incorporation creates a latent risk of future costs and constraints (ongoing annual fees for a dormant structure, late penalties, etc.).

20. Verify alignment with your risk appetite and compliance culture

Finally, opening an offshore company in Bermuda means accepting an advanced compliance culture:

– high transparency requirements on UBOs;

– zero tolerance for opaque structures or insufficiently explained activities;

– regular interaction with powerful regulators (BMA, CITA);

– alignment with the highest international standards in AML/ATF and tax cooperation.

This reality can be perfectly acceptable – and even sought after – for a regulated group, an insurer, an institutional fund, or a large company wishing to position itself in a reputable hub. It can, however, run counter to the expectations of an investor seeking above all a minimally intrusive, low-cost, and lightly regulated environment.

Analysis of expectations by investor type

Before taking the plunge, it is therefore useful to ask a simple question: is your project compatible with a “premium”, highly regulated offshore location like Bermuda? If the answer is yes, the checklist above will allow you to enter this market with a realistic view of the obligations, costs, and governance challenges that await you.

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