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By Keith Archibald Forbes (see About Us) exclusively for Bermuda Online
Bermuda-based AIG, briefly Chartis
Bermuda, not an politically independent country but a self-governing British Overseas Territory not part of the UK's involvement with the European Union, has its own Bermuda laws. They, not UK laws, apply in all business, commerce, financial and socio-economic areas. However, in the event of any legal dispute, ultimate legal appeals may qualify for submission to the UK's Privy Council in London. Bermuda has enjoyed a long tradition - since 1947 - of no Bermuda-imposed income or profits taxes or other taxes such as withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by a non-Bermudian-owned but Bermuda-based international (exempted) company doing business not in the Bermuda market but beyond Bermuda, or its non-Bermudian shareholders. On request, a written guarantee to that effect will be issued to any exempted company, so-called because they are, as companies not operating in the Bermuda market place but solely beyond Bermuda, exempted until at least the year 2035 from taxes that now apply or may one day apply to Bermudian companies. Today, Bermuda is a major International Business Centre, number 1 in the world as an offshore centre for insurance and reinsurance, in the top three for shipping, investment and other services, for administering, controlling and directing companies but is not and never has been a manufacturing centre, due to its very small size (21 square miles in total land area), tiny resident population (only 64,500) and remoteness (600 miles from the nearest mainland. While many of the world's biggest companies are not incorporated in Bermuda, they nevertheless have offices or some other kind of active presence in Bermuda, mostly for tax avoidance reasons. As an international business centre, Bermuda offers a number of tax advantages to international businesses seeking to lessen their operating and taxation costs providing they operate abroad or with each other and are not competing in the Bermuda market place with Bermudian businesses. Bermuda is also a popular location for registering hedge funds as its legislation allows the flexibility needed by this type of fund. Most are aimed at either high net worth individual investors or institutional investors.
All entities are Bermuda-incorporated limited liability companies (corporations) or partnerships with "Limited" after their name but the latter is not shown below. Their areas of business activity are hugely diversified. Bermuda is one of the very few countries in the Western world to require that all business newcomers to Bermuda need a locally registered attorney or firm of attorneys to undertake their work for them, at very considerable expense, instead of doing so directly, at far less cost, to a relevant Government Department. Newcomers need attorneys to incorporate companies, register aircraft and ships, buy and sell real estate and much more. Attorneys in Bermuda are among the world's most expensive.
Why do so many companies shown below from A through Z incorporate in Bermuda (re-incorporation overseas, a process also known as corporate inversion) when they do little or no business in Bermuda? It is primarily because they can lower their taxes hugely, without giving up the benefits of doing business in their home countries and wherever else in the world they do business directly and indirectly. By moving to Bermuda, their income from outside the USA becomes exempt from American taxes. When an American company, by far the most in number in Bermuda, borrows from its Bermuda-incorporated parent the interest it pays creates a deduction that reduces US taxes and there is no tax on the interest earned by the Bermuda-incorporated parent. British, Canadian, Chinese (hundreds of Bermuda-registered companies' names begin with the word China), European, Norwegian, Russian, Taiwanese and other foreign companies and their subsidiaries can claim similar advantages from their Bermuda-based entities, and thousands do. American corporations that have saved millions and/or billions in US taxes over the years by incorporating themselves and often their operating subsidiaries in Bermuda include American International Group (AIG) with many Bermuda subsidiaries; Chevron (with an even greater number of Bermuda subsidiaries); Cooper Industries; Foster Wheeler of New Jersey; Global Crossing, a Beverly Hills, California telecommunications company; Ingersoll-Rand (which, for the under $30,000 a year it pays Bermuda in annual incorporation fees, saves the business over $40 million in US corporate income taxes); Tyco International; Stanley Works, a major Connecticut-based toolmaker (it estimated its tax bill was cut by $30 million a year).
The regulatory environment is exceptionally favorable to them in Bermuda - so much so that many international businesses, including insurers, from all over the world, even in places such as St. Lucia, West Indies, now have their Bermuda-incorporated and Bermuda-based companies as their registered offices and their companies beyond Bermuda as their subsidiaries. Their reasons to relocate to Bermuda are usually stated more reservedly, as corporate inversions arise out of the USA's own tax code (including a vicious corporate federal income tax rate of 35% on most corporate income earned worldwide which puts US companies at a distinct disadvantage and creates an environment in which corporate executives often find it necessary or advisable to search for tax savings wherever available. Similar but somewhat less onerous taxation policies occur in the UK, Canada, China, Russia and other countries, although these countries usually do not follow the US taxation policy of taxing on world-wide income, only on income earned in their own jurisdictions.
The presence in Bermuda of these Bermuda-registered companies, the Bermuda Government fees they pay in return for not having any Bermuda Government taxes imposed on their income or profits and the profits they earn from their often world-wide business including acting a principal insurers in US and other jurisdictions and in major disasters such as hurricanes, typhoons and special risks, is the single-biggest reason, not tourism which lags far behind, why Bermuda, despite its tiny size of only 21 square miles or 58 kilometers, scores so highly in World Bank and related statistics in Gross National Income and other economic indicators.
Advantages do not include no income taxes (because there is an income tax, called a Payroll Tax, payable by employers and employees, based on employment income) but there are few restrictions as to how Bermuda companies can invest their assets and deploy capital, not to mention the island's close proximity to the largest insurance market in the world, the USA. They are presently free to accept contingent commissions, which are payments to brokers from insurers based on the volume of business steered to them. They are exempted from any other direct income taxes, capital gains and other taxes. They are also excepted from Bermuda's domestic company requirements of being at least 60% beneficially owned by Bermudians. They can trade anywhere in the world except as a local company in Bermuda (They cannot write any business for Bermuda residents, only with other international or exempted companies).
In December 2114 the UK became the latest country to take aim at multinational tax avoidance, announcing a new levy on companies that artificially shift their profits into havens, a move prompted by growing international outrage at maneuvers used by businesses including Google, Apple and Starbucks. In his end-of-year statement to Parliament in London, Chancellor of the Exchequer George Osborne said the UK government will introduce a 25 per cent tax on profits generated by multinationals from economic activity here that are moved out of the country. He named no companies. "That's not fair to other British firms," Osborne said. "It's not fair to the British people either. Today were putting a stop to it." The announcement short on details was made as tax planning by big companies comes under increasing scrutiny by global regulators. In September, the Organization for Economic Cooperation and Development set out new proposals to tackle corporate tax avoidance, a project it is carrying out at the direction of the Group of 20 nations. Later that month, the European Commission said Irish tax authorities failed to conform to international guidelines in a tax deal with Apple. Last month, Ireland's government announced it would phase out a tax shelter known as the Double Irish, which has been used by companies including Google, Microsoft Corp and LinkedIn Corp. The UK Treasury singled out that technique today. The UK Parliament has held a series of hearings on techniques used by various companies, including Google, Amazon.com and Starbucks, which have often reported little or no taxable profits in Britain even though they've made billions of dollars of sales. At the same time US President Barack Obama told a gathering of chief executive officers that legislative tax reform should begin with business taxes, ideally lowering rates and closing loopholes. Techniques like the Double Irish first reported by Bloomberg News in 2010 permit companies to collect the bulk of their profits through Irish subsidiaries instead of the countries where they have actual customers. Those units then route those profits through royalties and other payments to a second Irish subsidiary, headquartered in a low-tax jurisdiction like Bermuda. Google, for example, cut its income-tax bill by about $2.5 billion last year, mostly due to such an arrangement. The company paid more than $11 billion in royalties to an Irish unit that lists its headquarters at a Bermuda law firm during 2012. Ashley Zandy, a spokeswoman for Facebook; Hani Durzy, a spokesman for LinkedIn; and a Google spokesperson declined to comment. Amazon spokesman Craig Berman didn't immediately respond to a request for comment. Starbucks also did not immediately respond to such a request. It's unclear how precisely the UK plans to measure the profits that should be properly attributed there. And such a unilateral plan could complicate the OECD's plans to reform the rules for how companies allocate their taxable income around the world.
There are more than 18,000 Bermuda-based-and-hosted exempted or international companies (see Definitions below), 2551 local companies, 420 overseas partnerships and 840 other non residents, many with a global business empire. Most popular international companies in Bermuda are investment holding, insurance, mutual funds, commercial trading and shipping. There are also managers, consultants, insurance brokers, natural resources, etc. There are more than 2,700 registered mutual (investment) funds in Bermuda. These comprise some 2,461 investment portfolios with net asset values totaling in excess of $310 billion. Bermuda has over $110 billion invested in just hedge funds, as one of the world's leading hedge fund jurisdictions.
Exempted or international companies, not being majority locally-owned, are not permitted to carry on local business. However, they may deal with other locally based exempted companies without restriction and may buy their locally needed necessities or services from local companies. Examples are the accounting, banking, legal, management and office supply services they buy locally. Exempted or international companies include subsidiaries of 75% of the Fortune 100 and their European equivalents. Only 235 or 3.4% of the internationals have local offices, yet account for 75% of internationals' spending. In insurance and reinsurance, Bermuda ranks with Lloyds of London and New York as a global leader and in some aspects of specialty insurance, outranks them. There are numerous British-UK insurers who have either moved their domiciles to Bermuda or have substantial subsidiaries on the Island.
In Bermuda, commercial and financial services are regulated by category, for example in insurance, mutual funds, investments, trusts, etc
Because, in furtherance of the above, Bermuda has no exchange control, Bermuda does not restrict capital flows in any foreign currency. Bermuda banks routinely service exempted companies in all their banking requirements and offer accounts in Bermuda dollars, US Dollars and as required from further abroad.
As a long-established international offshore business center, Bermuda can provide significant advantages to companies and corporations and partnerships. British UK, US, Canadian and corporate entities from around the world incorporate in Bermuda and use their Bermuda entities to own or control or manage their operations even in their head offices in other parts of the world and/or pay their management and staffing costs in salaries and/or bonuses, while avoiding often heavy taxes in their own countries. The tax authorities in the USA and Britain in particular fail to have the proper corporate tax incentives of their own to keep these corporate entities in Bermuda and place no objections to offshore jurisdictions like Bermuda applying tax-haven-like advantages, but do not hesitate to apply often very vicious tax penalties to individuals who seek the same advantages, with their FACTA-like curbs and restrictions.
Newcomers to Bermuda's corporate scenario, whether entrepreneurs establishing their Bermuda-based entities or their employees both Bermudian and non-Bermudian, like having only half an hour to home or office, golf courses and beaches. Regulatory agencies cannot divulge information. Expatriates have freedom from foreign anti-trust laws. They are not subject to currency control. Unlike Bermudians, they can deal in any currency with any bank local or anywhere and freely transfer funds.
They all have "Ltd" in their official corporate name. Advantages do not include no income taxes (because there is an income tax, called a Payroll Tax, payable by employers and employees, based on employment income) but there are few restrictions as to how Bermuda companies can invest their assets and deploy capital, not to mention the island's close proximity to the largest insurance market in the world, the USA. They are presently free to accept contingent commissions, which are payments to brokers from insurers based on the volume of business steered to them. These factors, along with the current favorable market conditions, have contributed to the robust financial performance of the Bermuda insurance and reinsurance market. They are exempted from Bermuda's domestic company requirements of being at least 60% beneficially owned by Bermudians. They can trade anywhere in the world except as a local company in Bermuda (They cannot write any business for Bermuda residents, only with other international or exempted companies).
Some preliminary information will be helpful. Also, see below, "Applying for a Bermuda-incorporated company."
In Bermuda, all applications for incorporation for either type of corporate entity must be made through a Bermudian law firm - attorney's office. There are quite a few bigger and smaller law firms from which to select. Expect to pay about $600 per hour. They all have websites and a variety of information for new and existing clients.
To have a client or clients in the Bermuda market place, a Bermuda local company, not an international one, will apply. It has to be by law at least 60% beneficially Bermudian (not just someone living in Bermuda but someone who has local nationality, ie Bermudian in addition to being nominally British) owned and managed.
For overseas (not Bermuda market place) clients and dealings, but can sell from Bermuda to clients beyond, an international or exempted company is the vehicle. It does not have to have any Bermudian ownership or management.
But in either case, if management and/or staff are not Bermudian, a Work Permit for each non-Bermudian employee will have to be applied for, at some cost. See http://www.bermuda-online.org/employwp.htm.
Bermuda does not have a direct tax on individual non-employment-rated personal income but levies an employment tax on all employers.
Note that Bermuda-based corporate entities cannot claim any Bermuda tax deductibles on any Bermuda or foreign expenses incurred in setting up or running the Bermuda entity.
Bermuda costs of staffing are appreciably more than in the USA. Cost-of-living is about 380% more than in the USA overall. Economies of scale are not possible here in this 21-square mile island.
Entrepreneurs hoping to set up a Bermuda-registered exempted or international company - one that may not trade or offer any of their services in Bermuda with Bermudians, only with other international or exempted companies - use Bermuda as a base for their international operations. But before doing so, they have to give the Bermuda Monetary Authority detailed questions about their identities and business. They mist list all ultimate, direct and intermediate owners of their proposed company and every individual intending to own at least 5 percent of a company must complete a Personal Declaration (PD) form with their full name, spouse's name, residential address, country of citizenship, passport number and date of issue, date of birth, place of birth, occupation and present employer. They are also asked about their interests in other Bermuda companies, any involvement here or abroad in any bankruptcy proceedings, any criminal offences here or abroad involving fraud or dishonesty. In Bermuda and in any other location where they may be represented as well, their service providers - accountants, lawyers, management consultants, Internet Service Providers, their directors, managements and company secretaries - must also be covered by the "know your client" rule. If they don't get honest answers, they must refuse to act for questionable clients.
Confidential background checks occur. Officials see credentials of corporate applicants. They cooperate with with law enforcement agencies overseas. This is to weed out fugitives from justice, those who evade (as opposed to avoid) taxes in their own countries, money launderers, or others who could be embarrassments. Regulations are in place that help the United States of America find its tax evaders, an extension of the USA and Bermuda Tax Treaty of 1986 subsequently renewed.
Corporate advantages include:
Note: (a) these are for "exempted" or international companies and are likely to increase by 3% later in 2015 if/when a Bermuda Monetary Authority application to the Bermuda Government is approved. These fees are what are paid by the companies concerned to the Bermuda Government but many companies may find their costs may be much higher if they use a third party to pay their annual fees on their behalf. Where the assessable capital (namely, in the case of a joint stock company, its authorized share capital and share premium account; in the case of a mutual company, its reserve fund; in the case of a mutual find, its authorized capital) is:
|When Assessable Capital is:||Annual Fee per company is|
|$500,000,000 or more||$31,120|
Also note the fee for year of incorporation is reduced by 50% if the company is incorporated after August 31.
Shell was also the first to operate a corporate administrative structure for a collection of affiliated international companies outside the City of Hamilton, at Ferry Reach in St. George's Parish. Interestingly, the only other organization today with a similar clutch of international companies also in this Parish is its competitor, Esso Bermuda, with the Exxon group of companies also based at its Ferry Reach head office just down from the Shell building.
See http://www.bankofengland.co.uk/about/Documents/mous/mou_bermuda.pdf. However, there are certain conditions attached, viz: The Bermuda Monetary Authority (BMA) shall submit to the Financial Services Authority (FSA) in England in the UK an annual self-assessment report covering authorization and supervision of recognized schemes within its territory. This report must include at least the following:
An overview of the reporting period.
Details of recognized schemes in operation during the reporting period
New recognized scheme applications received during the reporting period
Recognized scheme amalgamations, applications to terminate authorization, terminations, amendments and transfers occurring during the reporting period
New Managers and trustees of recognized schemes (including promoter)
Material guidance and waivers given to recognized schemes
Supervision visits given during the reporting period
Material administrative or financial sanctions or fines imposed against recognized schemes and any manager, authorized corporate director, trustee, depository, fund advisor or administrator of any such scheme, and
Future proposals to amend legislation which might impact on the operation of recognized schemes.
The self-assessment report must be produced annually, covering a 12-month period 1st June to 31 May. The FSA would expect to receive the report no later than 12 weeks after the end of the reporting period. The FSA will send to the BMA a response to the matters contained in the report.
It was also noted The FSA will carry out an inspection in Bermuda every five years or earlier if necessary, with the BMA to cover the costs of hotels, transportation, food, etc.
However, no UK laws apply in Bermuda to Bermuda-registered companies.
These supplement the TIEAs already signed with USA, UK (see above), etc. The tax information exchange agreements are part of a joint campaign by the parties to stop tax evasion and will enable the authorities to access information about anyone seeking to evade payment of tax on income and capital investment and help disclose assets that have not been reported in their home country. Information to be exchanged includes information on beneficial ownership of companies in the whole ownership chain; settlers, trustees and beneficiaries of trusts, and information held by banks and financial institutions. The process will enable tax authorities in Bermuda and all the countries mentioned above to access information about tax evaders and disclose any assets not reported in their home country. Bermuda has received recognition from the Internal Revenue Service (IRS) in the USA and from the UK for its efforts to get onto the Organisation of Economic Cooperation and Development (OECD) "white list."
Bermuda-based but USA-owned or USA-operated companies can sue or be sued in the USA following a US Supreme Court ruling. Also, from 2003, if relocating to Bermuda from the USA or owned by US investors, they may face capital gains taxes in the USA.
But Bermuda is NOT a no- tax zone. Indirect taxes and a direct employment (payroll) tax on an employee's salary of any rank, usually paid in part also by an employer make the cost of living about about 3.8 times more than in the USA and 2.8 times more than in Canada, United Kingdom or Ireland.
Hosts an annual life and annuity conference at the Fairmont Southampton Princess Hotel. Industry chiefs from Europe and North America join Bermuda-based executives. 2015's conference focused on the EU Solvency II regulations, which come in to force from 2016 and Bermuda’s ongoing work to comply with the new rules. Other highlights include a presentation by the president of the Society of Actuaries, which has more than 25,000 members in 78 countries. Special sessions will also look at “the future of living longer” and panel discussions featuring industry leaders. BILTIR was set up four years ago to serve as an advocate for the long-term insurance industry.
See Bermuda Shipping Register
P&O's large cruise ship Arcadia, registered in Hamilton, Bermuda, one of a huge number. All the P&O, Cunard and Princess vessels are also now registered in Bermuda.
Bermuda has had one of each for many years. Because Bermuda has long had an extremely well-developed and successful legal framework for the formation and development of companies, partnerships and trusts and because of them enjoys a good reputation as a successful, credible offshore financial services centre with regulatory integrity, it has also become a favored jurisdiction to register all types of ships and tankers including cruise ships. The Bermuda Shipping Registry, for ships registered in Bermuda, has high internationally accredited standards. The registration process is such that, once surveys of the vessel are completed and the original application is received, registration can usually be processed within a matter of days. Ships registered in Bermuda are “British ships” and fly the undefaced Red Ensign. All such Bermuda-registered ships, including cruise ships are entitled to the worldwide protection of the Royal Navy, of particular interest to cruise lines operating in multiple regions. Cruise ships registered in Bermuda are also able to offer legally valid wedding ceremonies, one reason some have re-flagged their vessels in Bermuda, to take advantage of the at-sea wedding market.
Bermuda is required by the United Kingdom to recruit, at Bermuda Government and therefore Bermuda taxpayers' expense, enough of the highly specialized professionals required for the two registers. Members of the Red Ensign Group — those shipping registers authorized to fly the British flag — must maintain enough in-house shipping surveyors to conduct at least 90 percent of critical safety management inspections of their ships. Bermuda’s complement of qualified ship surveyors must be sufficient to meet 100 percent of the ship inspection requirements, in order to meet international standards. The two businesses are highly profitable for Bermuda. The UK’s Maritime and Coastguard Agency audits Bermuda Department of Maritime Administration (DMA) every four years. Bermuda's Shipping Registry functions as a Category 1, Red Ensign Group Register in accordance with the agreed REG policies. As a category one register, the Island can register vessels of any size or type, but staffing requirements are dependent on the number of ships of various categories on the register. UK authorities could impose limits on the number of ships in Bermuda’s fleet — thwarting plans to expand the business — if the issue is not addressed. A merger between the DMA and Bermuda's Department of Civil Aviation (DCA) is not deemed appropriate. The shipping and aviation registers are serious cash cows for Government. Each of them earns about double the costs of operation and there’s promising growth potential. In early 2013 Bermuda has four full time ship surveyors, compared to other members of the Red Ensign Group like the Isle of Man which has 17, and the Cayman Islands and Gibraltar which have ten each. Of Cayman’s ten surveyors three are based there, six in the UK and one in Greece. A net revenue earner for the Island, Bermuda’s register is expected to cost just under $2 million to operate and rake in over $4 million in the 2013-2014 fiscal year. The Bermuda Ship Register then had 168 ships — 28 passenger ships, 44 Gas Tankers, 16 Oil Tankers, seven Chemical Tankers, 29 Bulk Carriers, 16 Container ships, and another 28 other types of ships. Another 258 yachts are registered here — 14 large commercial yachts and 244 pleasure yachts. In comparison, 1,900 vessels fly the Cayman Islands flag.
Bermuda has a fine three-year safety record, according to a leading European port state control organization. The Paris MoU rates registries each year, based on the number of inspections and detentions in a rolling three-year period. It uses a three-tier classification, a white list for the safest, a grey list for those with average track records and a black list for those considered to carry medium or high risk. The white list of 42 registries for the 2008-2010 period was topped by Bermuda, which recorded 270 inspections and zero detentions. Second-placed Germany had 1,388 inspections and 14 detentions. Sweden, the UK, the Netherlands, France, Denmark, Finland, China and the Isle of Man made up the rest of the top ten. Bottom of the table was North Korea, just behind Libya, Togo and Sierra Leone. Bermuda's international fleet includes many of the world's top cruise ships. In addition to Bermuda-registered ships of all types and sizes from cruise ship to cargo and tanker ships there are also super-luxurious yachts, including the mega yacht Golden Odyssey. Bermuda is part of the Red Ensign Group of shipping registries. The UK's Maritime and Coastguard Agency (MCA) usually gives the Island's Department of Marine Administration and the Department of Marine and Ports a glowing endorsement after they visit. The MCA regularly monitors the Red Ensign Group shipping registers of the UK Overseas Territories and Crown Dependencies to review the quality and standards.
“Seamen” in Bermuda are now known as “seafarers” — and rules for their pay, food and medical care by ship owners have been tightened, under Bermuda laws. In 2012 Bermuda was brought into line with the International Labour Organisation’s 2006 Maritime Labour Convention, by Bermuda's Merchant Shipping (ILO) Amendment Act, 2012. Under the legislation, Bermuda’s training of ship inspectors has been augmented by the UK Coast Guard. Inspection work is usually carried out locally — but outsourced when there is too much work to be done.
The Department of Civil Aviation operates Bermuda’s Aviation Register (BDCA) and in 2013-2014 was expected to cost $10.5 million and bring in $23.5 million. There were 702 aircraft registered here then, but that figure was expected to increase by nine percent by the end of the new fiscal year. The BDCA is rated as a Category 1 Aviation Regulatory Authority by the US Federal Aviation Administration and provides “low-profile” registration marks, which are valuable when operating in areas of the World subject to security risks or political instability. The Bermuda registration marks VP-B and VQ-B with two subsequent letters are seen as neutral marks of high standard, internationally accepted. As a result, Bermuda-registered aircraft are accepted for operations worldwide. For details of how to register aircraft in Bermuda, see http://www.dca.gov.bm/Registration/HowToRegister.aspx. Aircraft are registered in either the private or commercial categories. In February 2011 Russia-based S7 Airlines acquired its 30th Airbus aircraft all of which are registered in Bermuda. The Russian airline, which recently became a full member of the Oneworld Alliance, is continuing to expand and registering its aircraft on the Island. S7 first registered five Boeing 737s in Bermuda in 2005, but in 2011 that fleet is expected to grow to 38 aircraft. The airline has overtaken former state airline Aeroflot as the largest domestic carrier in Russia. Its planes and flight attendants wear an eye-catching bright green colour scheme. Before the above delelopments there were 284 registered commercial aircraft, most of them not built in Russia but operated by Russian carriers. They operate in Russia for various reasons including that many of them are financed by the US and the owners don't want them registered in Russia because they feel it is easier for them to retrieve their asset, if something goes array with the transaction, if it is registered in Bermuda; also, in Russia registration is a long process and can take anywhere from three months to a year. It is easier for them to register it here than in the US because Bermuda's registry is not as big and the wait is not as long; and the reason they buy older planes is they have to pay a hefty duty on any foreign built aircraft, so the older the plane the less the tax. Many of the small airlines who register aircraft here buy older planes for the first few years of operation while they build their company and then trade up to newer models. Bermuda has an aged aircraft program in place for all aircraft older than 14 years. They undergo more scrutiny and maintenance. The Bermuda program is similar to what the US Federal Aviation Association has in place. Bermuda retains airworthiness oversight, an attractive position for lessors as they receive the asset on return with a complete maintenance history, in English, to a high standard. Aircraft financiers appreciate the quality of regulatory oversight on assets in upkeep and maintenance.
Aircraft over Bermuda
Information from the Bermuda Stock Exchange
There are clear distinctions between companies owned by Bermudians and operating in the local marketplace and "exempted companies" not owned by Bermudians and not operating in the local marketplace. Exempted Companies and Partnerships - otherwise known as International Companies, Continuation or Permit Companies and Partnerships - are international because they:
Most focus on international activity. To protect local business interests, the Bermuda Government will not normally allow the formation of an exempted company in banking. However, some quality international banking organizations may, under certain circumstances, apply to form an exempted company for international or multinational general trust, investment and executorship activities. By qualifying as exempted companies, these corporate entities are not subject to any restrictions on foreign ownership. They can be either 100% owned by non-Bermudian interests or anywhere from 100% to 80%. Bermudians cannot hold more than a combined 20% interest in any one exempted company or partnership.
This will change wholly or to some extent in 2015 but for the last 400 years Bermuda deliberately has NOT allowed businesses in online or offline gaming or gambling businesses, except for the game of Crown and Anchor, stacked in the dealers' favor, at annual local Cup Match games. Other jurisdictions that do allow gambling have profited hugely from it though, so much that the Bermuda Government now allows visiting cruise ships, previously denied access by their passengers and crew to their casinos while in Bermuda waters, to open their casinos to cruise passengers on those ships. In 2015, at least a trio of major hotels present or planned will be licensed by the Bermuda Government to operate casinos for non-local guests.
Non-Bermudians should note these must be beneficially owned by Bermudians and operating in the local marketplace, they are NOT "exempted" companies. The legal requirement that they must be at least 60 percent owned by Bermudians goes further. To avoid non Bermudians controlling local companies through pyramiding or secret agreements, corporate shareholders of local companies must themselves be 80 percent owned by Bermudians to qualify as Bermudian owners. They include local accounting, banking and legal firms and support services.
Bermuda is constantly being harassed by certain Democrat congressmen and senators. Their most reason objection came in 2014 on June 17. Bermuda was again singled out and labeled a tax haven by US legislators as they last week attached an amendment to US federal funding measures, seeking to block federal contracts to former American companies involved in corporate inversions. This latest effort to make it harder for certain tax haven companies to do business with Uncle Sam was sponsored by two House Democrats, Rep Rosa DeLauro of Connecticut and Rep Lloyd Doggett of Texas. In a statement announcing the full House approval of the amendment, Rep Doggett said, "Some companies send their tax dollars to support our infrastructure and military, while others just send a post card that says, You can find me in Bermuda or the Caymans. Glad you are not here." Co-sponsor Rep DeLauro also decried the US services that these offshore companies get while he said they avoided paying for them with taxes. He said in a joint statement with Rep Doggett, "The profits Fortune 500 companies claim were earned in Bermuda and the Cayman Islands in 2010 totaled over 1,600 percent of these countries entire yearly economic output. It defies logic to believe these companies conducted such a large amount of business there. They take advantage of our education system, our research and development incentives, our skilled workforce, and our infrastructure, all supported by US taxpayers, to build their businesses, and then turn around and abuse tax havens. These companies should not be allowed to pretend they are an American company when it is time to get federal contracts, then claim to be an offshore company when the tax bill comes."
Some examples were, in 2014:
Wellesley House, 2nd Floor — 12,831 sq. ft. Asking rent from $60 per sq ft per annum, with Service Charge $23 per sq ft per annum.
IAS Park Building, 1st Floor — 10,000 sq ft. Asking rent from $33 per sq ft per annum, plus Service Charge (including Electricity and Bermuda Government Land and Corporation of Hamilton Taxes) of $16.51 per sq ft per annum.
The traditional, and the most frequently used, method for an overseas company to establish a presence in Bermuda is to do so by incorporating a Bermuda subsidiary. But there is an alternative, a Permit company. Normally, an overseas company — a body corporate incorporated outside Bermuda — shall not engage in or carry on any trade or business in Bermuda. However, in some circumstances, it is possible for an overseas company to trade in or from within Bermuda, provided it obtains a permit (“Permit”) issued by the Minister of Finance (“Minister”) under the Companies Act 1981, as amended (“Act.”) Overseas companies can apply for a Permit where it is not necessary or expedient to establish a new Bermuda company. Overseas companies often apply for Permits, rather than following the more traditional method of incorporation, to form insurance branches, insurance intermediaries — or to form a hub for such diverse uses as acquiring, developing, exploiting and licensing intellectual property outside Bermuda from within Bermuda. The application procedure for an overseas company to obtain a Permit is relatively quick — normally taking three to five days to complete — and is based loosely on the procedure relating to the incorporation of an exempted company in Bermuda. There are various specific requirements that are not generally required on an incorporation — for example, the intention of an overseas company to apply under the Act to become a permit company (“Permit Company”) must be advertised in a local newspaper and such advertisements should specify the company’s name and the trade or business that it proposes to engage in or carry on in Bermuda. The application must include the name and address of its proposed principal representative in Bermuda, who is a statutory officer required under the Act, and of its proposed local bankers (if any). Documents required in support of the application include certified copies of the company’s constitutional documents, its latest audited financial statements and, where appropriate, personal and financial references for the directors and beneficial owners of the company, which will provide the prescribed particulars of the company. The Permit Company will be subject to such conditions as the Minister may think fit to impose and such conditions will be specified in the Permit. For example, a Permit may require that the company have one or more directors ordinarily resident in Bermuda. A Permit Company is usually required to inform the Minister of any change in its beneficial ownership. Any application for a Permit must also disclose the reasons for the overseas company seeking to obtain a Permit as opposed to incorporating an exempted company. Overseas companies obtain a Permit for a number of reasons — some of the reasons given, which the Bermuda Monetary Authority has approved, include that it is more efficient for the mind and management of a company to operate outside of its home jurisdiction and in Bermuda; Bermuda’s favorable business and economic environment and the stable and efficient regulatory framework of Bermuda; Bermuda’s reputation as a leading jurisdiction for (re)insurance business and its favorable regulatory regime. In such instances, such companies often give the reason of using their branch to source business through Bermuda; Bermuda’s sovereign rating; and that the overseas company is required to be licensed as an insurer or insurance intermediary in more than one country, for various reasons relating to the overseas company’s home jurisdiction. An overseas company will also be required to obtain a Permit if it is deemed to be carrying on business in Bermuda either by the overseas company or on its behalf. As a general matter, the issue of whether an overseas company requires a Permit is a question of fact to be determined in the light of those activities that are, or are intended to be, carried on by or on behalf of an overseas company, in or from within Bermuda. Once a Permit Company has been established, it will be carrying on its business and will only be permitted to do so in the same manner as an exempted company, ie outside Bermuda from a place of business within Bermuda or with other exempted undertakings. A Permit Company is also subject to many of the same provisions of the Act as an exempted company. In addition, those Permit Companies that are registered as an insurer or as an insurance intermediary or other regulated entity in Bermuda — either under the Insurance Act 1978, as amended, or otherwise — will be subject to the same regulatory regime and scrutiny as exempted companies registered in the same manner. While generally, it is more likely that an overseas company will wish to form an exempted company in Bermuda, it is worth considering establishing a Permit Company as an alternative. Ultimately, many of the reasons for obtaining a Permit are similar to those supporting the incorporation of a subsidiary in Bermuda: to take advantage of Bermuda’s favorable business and economic environment and the stable and efficient regulatory framework of Bermuda. However, the main differentiating feature is where an overseas company considers that it is not necessary or expedient to establish a new Bermuda company.
November 22, 2015.
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