Incorporation of an Exempted Company in Bermuda › ... › 03 › Incorporation-of-an-Exempted...An...

IMPORTANT DISCLAIMER This paper was prepared by Attride-Stirling & Woloniecki as a brief summary, is not intended to be a substitute for legal advice and should not be relied on as such. Professional advice should be sought if you are contemplating entering into any arrangement involving the subject matter of this paper. © Attride-Stirling & Woloniecki March 2008.

Contents

Introduction

What is an “exempted company”?

Incorporation

Company Name

Constitution of an exempted company

Capital Structure

Resident Bermuda Directors/Resident Representative

Shareholders

Issue/transfer of shares

Dividends

Meetings

Books of Account, Financial Statements and the AGM

Corporate Administration Services

Taxation

Foreign Exchange Control

Payroll Tax

Restrictions

Government Fees

Company Formation Questionnaire

Personal Declaration

Schedule of Fees and Expenses for the Incorporation and

Corporate Administration of an Ordinary Exempted Company

Company Formation Questionnaire

Annexure “A” – Bermuda Monetary Authority Guidelines

Annexure “B” – Director Requirements

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Attride-Stirling & Woloniecki | 28803

Memorandum on Incorporation of an Exempted Company Introduction

This memorandum has been prepared to assist those who are considering the formation of an exempted company in Bermuda. It is important to note that this memorandum does not purport to answer completely detailed questions which clients and their advisors may have. It is rather intended to provide brief details and information which we hope will be useful to existing and potential clients of the firm. We recommended that our clients seek legal advice in Bermuda on their specific proposals before seeking to implement then and consult with their tax and other professional advisors in their respective jurisdictions. Persons considering establishing companies to carry on insurance business should read this memorandum in conjunction with our guide �“Incorporation and Licensing of Insurance Companies in Bermuda�”.

1. What is an �“exempted company�”? An exempted company (�“exempted company�”) is a company, which is "exempted" from the

requirements imposed on local companies by the Bermuda Companies Act 1981 (the �“Companies Act�”), in particular the requirement that at least 60% of the equity of a company must be owned and controlled by Bermudians. This allows for an exempted company to be 100% foreign (i.e. non-Bermudian) owned and controlled.

2. Incorporation The Bermuda Monetary Authority (the �“BMA�”) must approve the incorporation of all

Bermuda exempted companies. Accordingly, an application for permission to incorporate the exempted company must be submitted to the BMA, including:

i) disclosure of the chain of ownership, i.e. immediate, intermediate owners and ultimate

beneficial owners; and ii) a Personal Declaration Form for each of the individual proposed non-Bermudian

beneficial owners (direct, intermediate and ultimate) who propose to have an equity interest of 5% or more in the company. In respect of partnerships, a Declaration is to be completed by the general partner(s), where the general partner is an individual.

If the ultimate beneficial owner is:

i) a public company, then only an annual report is required; or ii) a private company, then the most recent audited financial statements, or if unaudited

then the unaudited financial statements (with a written explanation for the non-audit) must be produced together with a Personal Declaration Form on each of the

Attride-Stirling & Woloniecki | 28803 1

shareholders of the private company holding 5% or more of the shares in that company ;

iii) a trust, then the following is required: the name of the trust and the country in which it

was created, the name and nationality of the settlor (creator); the name of the trustee(s); the names, addresses, nationalities and occupations (if any) of the beneficiaries and a Personal Declaration Form on the beneficiaries.

The BMA is legally required by statute to keep confidential all documents submitted in connection with the application for consent to incorporate subject to some very limited exceptions.

Attached as Annexure "A" is our memorandum on the BMA Guidelines. Provided the company for which permission is being obtained does not intend to carry on

restricted business activities e.g. mutual funds, unit trust schemes or insurance, incorporation can generally take place within a matter of days.

3. Company name The proposed name of the company can be reserved with the Registrar of Companies who

will generally be able to confirm the name reservation within 24 hours. The Registrar of Companies will refuse reservation of the proposed name if it considers there

is likely to be a clear conflict with an existing registered name. Formal approval can not be obtained until incorporation but the benefit of reservation is that no other person can use the name or another similar name. The reservation lasts for 3 months and is renewable.

4. Constitution of an exempted company By way of introduction, it is most likely that the company will be established as a company

limited by shares i.e. the liability of the company�’s members will be limited by the company�’s memorandum of association to such amount, if any, that remains unpaid on the shares held by them. The Companies Act also provides for the establishment of companies limited by guarantee, unlimited liability companies and limited duration companies but these are very infrequently used and are not considered further in this memorandum.

Incorporation can either be effected by registration or by private act of parliament though in

practice the vast majority of companies are incorporated by registration. The memorandum of association and the bye-laws together form the constitution of the

company. These are discussed below. The Memorandum of Association The memorandum of association is a public document which is available for inspection at the

offices of the Registrar of Companies.


The memorandum of association will generally contain the names of the initial subscribers �– typically, nominee subscribers to the memorandum of association will be provided.

The memorandum of association will set out the objects of the company or may provide that

its objects are unrestricted. Subject to the memorandum, a company has the capacity, rights, powers and privileges of a natural person. However, where a company plans to engage in particular activities, we would recommend the inclusion of specific objects dealing with those activities.

If it is intended that the company have power to issue redeemable preference shares which are

redeemable at the option of the holder, a specific power must be included in the memorandum of association.

A Bermuda company may, if permitted by its memorandum or bye-laws and subject to the requirements set out in the Companies Act, acquire its own shares to be held as treasury shares.

The memorandum of association must contain the authorised share capital of the company �–

this is described further at section 5 below. The Bye-Laws The bye-laws of a Bermuda company are not filed with the Registrar of Companies and are

not generally available for inspection by the public. The bye-laws will prescribe the rights and duties between the company, the shareholders and the directors. It will, amongst other things, contain provisions relating to the payment of dividends, the holding and conduct of directors and shareholder meetings, voting rights, etc. If the company has different classes of shares with different rights, these rights will typically be set out in the bye-laws.

5. Capital Structure Recent amendments to the Companies Act (introduced in 2006) have removed the

requirement that a company must have at least a minimum capital of US$12,000 (or its equivalent in another foreign currency) though insurance companies must still satisfy a minimum issued share capital requirement.1 All companies must have an authorized share capital and all shares should have a par value. Shares may not be issued at less than par value and bearer shares are not permitted in Bermuda.

A company limited by shares may issue common shares or any other type of shares including

preference shares. The designation of "preference" was applied to all those shares that had attached to them preferences or rights over common shares.

The Companies Act permits a company, if authorised by a general meeting and by its bye-laws,

to divide its shares into special classes and attach thereto any preferential, deferred, qualified or special rights, privileges or conditions.


1 The ASW package on “Incorporation and licensing of Insurance Companies” sets out the detailed minimum capital requirements applicable to insurance companies.

The proportion of the share capital of the company which is to consist of common shares will

depend on the proposed method of financing the company. 6. Resident Bermuda Directors/Resident Representative

The Companies Act requires that each exempted company must have one representative of the company who is ordinarily resident in Bermuda. This requirement may be satisfied by the company having either of the following: i) a minimum of one director, other than an alternate director, ordinarily resident in

Bermuda; or ii) a secretary who is ordinarily resident in Bermuda; or iii) a resident representative who is ordinarily resident in Bermuda; or iv) in the case of a company the shares of which are listed on an appointed stock

exchange, a resident representative. Public exempted companies may need only appoint a resident representative in Bermuda, whether an individual or a company. If the client company desires one or more Bermuda resident directors to be provided by Compass Administration Services Limited (�“CASL�” �– see section 12 below) to serve on its Board of Directors, CASL requires that the client company have an annual audit. Otherwise, CASL can provide a resident representative. A resident representative is entitled to attend, to be heard at, and to receive minutes of all proceedings of all meetings of the directors and members of the company and act as agent for service of process in Bermuda. The resident representative also has certain obligations to report material breaches by a company of provisions of the Companies Act or regulations made thereunder or any issue or transfer of shares of the company effected in contravention of any statute. Alternate directors may be appointed with power to act in the place of an absent director. An alternate director has the full authority of a director and is entitled to exercise full powers of such office at any time when the director for whom he is alternate is not present. It is usual to provide alternate directors in respect of at least the Bermuda directors. Neither directors nor alternate directors need hold shares in company.

7. Shareholders An exempted company must have at least one shareholder. A shareholder may hold its shares

as nominee for another person.


The names and address of the shareholders must be entered in the register of members maintained by the company. The register must also contain details of the number of shares held by the member, the amount paid up on the shares, the date on which such person has entered in the register and the date on which such person ceased to be a member. The register must be maintained at the registered office and must be available for inspection by the public. Bearer shares are not permitted under Bermuda law but shares are registerable in the name of a nominee.

8. Issue/transfer of shares Following incorporation, the approval of the BMA will generally be required if the company

issues shares to any person. The bye-laws will set out the procedures relating to the issue of shares and the price at which shares can be offered.

Shares may not be issued at a price less than the par value. To the extent shares are issued at a

premium, such premium must be credited to the company�’s share premium account. Likewise, a transferee of shares must receive the approval of the BMA. The bye-laws may

contain restrictions on the right and ability of shareholders to transfer their shares. 9. Dividends A company may declare and pay a dividend or make a distribution out of contributed surplus

if there are reasonable grounds for believing that following such payment (i) the company will be solvent; and (ii) the realisable value of its assets will be greater than the aggregate of its liabilities, issued share capital and share premium amount.

10. Meetings Once the company is incorporated, the following organisational meetings must be held as set

out below. Provisional directors�’ meeting The subscribers to the memorandum of association are the provisional directors of the

incorporated company. The Companies Act limits the power of such directors and their office is limited until the shareholders appoint a board of directors. They will generally be responsible for allotting shares to the proposed shareholder(s), calling the statutory meeting of the shareholder(s) and approving the adoption of the bye-laws of the company, which approval must be sanctioned by the shareholder(s) at the statutory general meeting.

Statutory general meeting

A statutory general meeting of the shareholders is required to be held. The primary objective

of this meeting is to elect and appoint the first board of directors. Unless all of the shareholders agree, at least five days notice of the meeting must be given. The statutory general meeting is deemed to be the annual general meeting for the year in which it occurs. At


this meeting the shareholders will adopt bye-laws, appoint the directors and the auditors of the company.

First meeting of the directors The first meeting of the directors will take place immediately following the statutory general

meeting. At this meeting the directors will, amongst other things, appoint a secretary, establish the registered office of the company, approve the payment of the fee payable to the Bermuda government, adopt the seal of the company, approve the application for the tax exemption certificate, approve the opening of bank accounts and appoint accountants.

11. Books of Account, Financial Statements and the AGM

Bermuda companies must keep proper books of account regarding their business activities. These must be kept at the registered office or at such other place as the directors think appropriate.

Bermuda companies are required to hold an AGM once in each calendar year. The AGM will deal with the consideration of the auditor�’s report (unless this requirement has been waived by all the shareholders with the agreement of the directors), the appointment of the directors for the coming year and the appointment, or waiver of such, of the auditors for the coming year. The AGM will usually be preceded by a board meeting which convenes the AGM and will be followed by another board meeting which follows the AGM being the board meeting of the newly elected or reappointed directors for the ensuing year. As part of the recent change to Bermuda law, a company is permitted, if its shares are listed on an appointed stock exchange, to provide its shareholders with summarised financial statements together with an auditor�’s report. The shareholders of a Bermuda company must appoint auditors of the company �– this requirement may be waived by the unanimous agreement of the shareholders either by written resolution or at a general meeting.

12. Corporate Administration Services This firm arranges for corporate services to be provided by Compass Administration Services

Ltd. (�“CASL�”), a service company affiliated with the law firm. Under the Corporate Services Agreement entered into between the company and CASL, the parties agree that CASL will provide the following services:

i) Bermuda resident directors (if required); ii) Company secretary (to maintain the corporate records of the client company); iii) Maintaining the minute book, share register and register of directors & officers; iv) Providing registered office facilities for the client company;


v) Liaising with government departments with respect to annual filings and any changes to the constitutional documents of the company;

vi) Liaising with banks and other service providers such as accountants and auditors. These corporate administrative services are provided to clients in consideration of the payment of an annual administration fee. Further detail on the fee is set out in the attached Schedule of Fees and Expenses. Included in the bundle of services provided by CASL is the maintaining of the share register and register of directors and officers both of which are deemed to be public documents that are open to inspection by members of the public during normal office hours. Under the Companies Act, a Bermuda exempted company is required to maintain at its registered office in Bermuda, records of its financial affairs so as to show a true accounting in each and every financial year. It is also required that the bye-laws of the Company make provision for an annual audit. Audited accounts need not be filed with any government authority and such accounts are not deemed to be public documents. In the case of an ordinary exempted company, the minimum annual corporate administration fee for the provision of corporate administrative services (as discussed above) including liaising with government departments is US$5,000. This is a minimum fee which is payable annually in advance and CASL reserves the right to bill the client company for any amounts in excess of the minimum. A copy of the standard corporate services agreement covering the provision of corporate administration services can be provided upon request.

13. Taxation In Bermuda, there are no taxes on profits, income or dividends nor is there any capital gains

tax, withholding tax, estate tax or death duty. Profits can be accumulated and it is not obligatory to pay dividends. As of April 1, 1990, stamp duty was eradicated on transactions involving exempted companies and non-residents.

An exempted company is entitled to apply for (and invariably obtains) an undertaking from the government that, in the event of direct taxation being imposed in Bermuda (e.g. corporate tax, dividend tax), the company will be exempt from such taxes until the year 2016. This period is extended from time to time. Whilst there are no taxes on corporate income, investment income derived from sources

abroad may be subject to a withholding tax at source. The banks, however, offer internationally competitive rates for foreign currency deposits and, of course, the interest generated from these deposits is, from the Bermuda standpoint, entirely free of tax.


14. Foreign Exchange Control All exempted companies, with a few exceptions, will be designated by the Bermuda Monetary

Authority (Foreign Exchange Control) as "non-resident" which means that the company will be free to deal in any currency of its choosing, other than resident Bermuda dollars, and will, in effect, be completely free from all Exchange Control regulations.

15. Payroll Tax

Exempted companies that have a physical presence in Bermuda are liable to pay a Payroll Tax charged in respect of each employee on account of employment services performed wholly or mainly in Bermuda. The Payroll Tax is payable once per calendar quarter on or before the fifteenth day of the month immediately following each quarter. The tax is calculated on actual remuneration up to a maximum of $87,500 per calendar quarter. The Payroll Tax rate is 13.5 per cent. The employer may deduct from the employee's remuneration each pay-day 4.75 per cent of the employee's actual remuneration up to a maximum remuneration of $87,500.

16. Restrictions Bermuda exempted companies are prohibited, for the main part, from carrying on business in

Bermuda or holding real property in Bermuda without government approval. They may only carry on business from Bermuda, which means carrying on business internationally and in selected cases or otherwise with permission may include carrying on business with other Bermuda exempted entities.

17. Government Fees The company will pay upon incorporation and annually thereafter a minimum government fee

based upon its assessable capital. Assessable capital is the total of the company�’s authorised share capital and the amount, if any, standing to the credit of the company�’s share premium account.

If incorporation takes place on or after 1st September in any year, then only half of this fee is payable. Thus, assuming assessable capital (i.e. authorised share capital and share premium) of US$12,000 the government fee is, currently, US$1,995 or, as the case may be, US$997.50. The complete scale of government fees is found in the attached Schedule of Fees and Expenses.

18. Company Formation Questionnaire

In order to commence the incorporation of a Bermuda exempted company, the client must complete the Company Formation Questionnaire, a copy of which is enclosed in this booklet. This document should be sent to Attride-Stirling & Woloniecki so that steps can be taken to commence the incorporation process. Wire transfer instructions are attached to the Company Formation Questionnaire.

ATTRIDE-STIRLING & WOLONIECKI


Personal Declaration Attride-Stirling & Woloniecki


PERSONAL DECLARATION

Name of Entity in connection with which this declaration is being completed:

Surname:

Complete forename(s):

Known by other name(s):

Any previous name(s):

Name of Spouse:

Residential Address: (P.O. Box not acceptable)

Country of Citizenship Passport No:

Date & Place of issue:

Date of Expiry:

Date of Birth: Day: Month: Year: Gender:

Place of Birth: City: Country:

Occupation:

Present Employer:

1. A separate declaration must be completed and signed by each individual proposing to have a beneficial interest of 5% or more in a company to be registered. In respect of partnerships, a declaration is to be completed by the general partner(s), where the general partner is an individual.

2. Questions 1 - 6 must be completed by each individual proposing to have a beneficial interest of 5% or more in a company to be registered. In respect of partnerships, a declaration is to be completed by the general partner(s), where the general partner is an individual.


IF THE ANSWER TO ANY OF THE FOLLOWING QUESTIONS IS YES PLEASE PROVIDE DETAILS IN WRITING IN RESPECT OF THAT ANSWER. Yes No

1. Do you have any interest in any company or partnership registered or formed in Bermuda?

2. Have you ever been refused consent to register a company or form a partnership in Bermuda?

3. Are you or have you ever been an undischarged bankrupt?

4. Have you ever been convicted of a criminal offence involving fraud or dishonesty?

5. Has fraud or dishonesty been proven against you in any civil proceedings?

6. Have you ever been the subject of a judicial or other official enquiry?

Questions 7 - 10 must be completed where the entity proposed to be registered or formed is to carry on investment business or is a collective investment scheme.

Yes No

7. Have you or any entity that you have been associated with, ever been refused or had revoked a licence, permit or other authorisation to provide investment business to the public in any jurisdiction?

8. Are you a member in good standing of a self regulatory organisation?

8a. If yes, name the organisation(s):

9. Have you ever been the subject of investigation, proceeding or other enquiry by a self regulatory organisation of which you are or were a member?

10. Have you or any entity that you have been associated with, ever been refused or had revoked a licence, permit or other authorisation to conduct investment business in any jurisdiction?

I hereby certify that the information in this Declaration is true to the best of my information, knowledge and belief.

Signed:

Dated:


Schedule Of Fees And Expenses For The Incorporation And Corporate Administration Of An Ordinary Exempted Company Attride-Stirling & Woloniecki


Schedule Of Fees And Expenses For The Incorporation And Corporate Administration Of An Ordinary Exempted Company Note: ATTRIDE-STIRLING & WOLONIECKI, Barristers & Attorneys, provides legal services in relation to the incorporation of a Bermuda company. Compass Administration Services Ltd., an affiliate of the said firm, provides corporate administration services after the company has been incorporated. BD$ A. INCORPORATION FEES AND EXPENSES:

1. Attride-Stirling & Woloniecki minimum professional fee for incorporation: 2,750.00*1

2. Corporate equipment (approximately): 300.00

3. Government fee - see graduated scale on page 13. Where incorporation takes place on or after 1st September, only half the applicable fee is payable for the remainder of that calendar year: 1,995.00*2

4. Application fee for a permit to incorporate: 269.00 5. Filing fee for Memorandum of Association: 80.00 6. Application fee for Tax Exemption Undertaking 165.00 $5,559.00 Additional expenses may be incurred in respect of courier service, faxes, long distance telephone calls, etc. B. PROFESSIONAL FEES:

Additional fees for time spent in relation to drafting offering documents or constituent

documents etc. need to be discussed on a case by case basis. Where Attride-Stirling & Woloniecki provides legal services to a company, the costs

thereof are invoiced separately.


C. ANNUAL ADMINISTRATION FEES & EXPENSES:

1. Compass Administration Services Ltd.�’s annual fee for the provision of a registered office, directors, resident representative and/or secretarial services (minimum subject to amount of work involved) is payable annually: 5,000.00*3

2. Annual Government fee - payable in January of each year (based on a graduated scale set out below): 1,995.00*2

$6,995.00 Additional expenses may be incurred in respect to auditors' and accountants' fees, photocopies, courier service, faxes, long distance telephone calls, etc. NOTES: *1 This fee charged by Attride-Stirling & Woloniecki for incorporation of a company is based on

time spent by attorneys and support staff in incorporating the company. Attorneys, in the Corporate Department, are charged out at hourly rates ranging between $400 and $650. Support staff (incorporations administrators and paralegals) are charged out at rates ranging between $175 and $200 per hour; Notwithstanding the above, the minimum fee charged for incorporation is $2,750 and all time spent in excess of the minimum will be billed.

*2 Government Fee Schedule �– Graduated Scale The annual Government fee is shown opposite the assessable capital (authorised share capital,

plus any share premium account) set out below: Assessable Capital Annual Government Fee i) $0 - $12,000 $ 1,995.00 ii) $12,001 - $120,000 $ 4,070.00 iii) $120,001 - $1,200,000 $ 6,275.00 iv) $1,200,001 - $12,000,000 $ 8,360.00 v) $12,000,001 - $100,000,000 $10,455.00 vi) $100,000,001 - $500,000,000 $18,670.00 vii) $500,000,001 or more $31,120.00 *3 This fee charged by Compass Administration Services Ltd. for the provision of corporate

administration services is based on time spent by corporate administrators and other support staff. Corporate administrators and paralegals are charged out at a rate between $175 and $200 per hour. Notwithstanding the above, the minimum fee charged annually for corporate administration services is $5,000.00.


Company Formation Questionnaire Attride-Stirling & Woloniecki


Attride-Stirling & Woloniecki Company Formation Questionnaire To: Attride-Stirling & Woloniecki

Crawford House, 50 Cedar Avenue Hamilton HM 11, Bermuda P.O. Box HM 2879 Hamilton HM LX, Bermuda

Tel: +1 441 295 6500 Fax: +1 441 295 6566 E-Mail: [email protected]

Instructions to form a limited liability company in Bermuda. Please answer all questions

1. Proposed Company Name(s) [in order of preference] Please specify whether the company will be local or exempted Company name must end in Limited or Ltd. (please indicate your preference) i) ii) iii) 2. Proposed Business Activities Please provide details. Certain types of company may require additional information, e.g.

insurance, trust, mutual fund, investment or financial advisory services companies


mailto:[email protected]

OWNERSHIP: PLEASE READ ANNEXURE "A" 3. Registered Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality No. and Class of

Shares % of Voting

Rights

Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock Exchange(s)

(if quoted)

No. and Class of Shares

% of Voting Rights

c) If a partnership: Name and Address Place of Formation Stock Exchange(s)

(if quoted)

% of Voting Rights

d) If a trust: Name and Address of Settlor Date and Country of

Settlement

Nationality Date of Birth

Name and Address of Trustee(s)

Occupation or Place of Incorporation

Nationality % of Voting Rights

Name and Address of Beneficiaries




4. Intermediate Owner(s) Name of Intermediate Owner(s) Address of Intermediate

Owner(s) Place of

Incorporation(s) Stock Exchange(s)

(if quoted)

5. Ultimate Beneficial Owner(s) (Please complete as appropriate) a) If an individual: Name and Address Occupation Nationality No. and Class

of Shares % of Voting

Rights Date of Birth

b) If a company: Name and Address Place of

Incorporation Stock Exchange(s)

(if quoted) No. and Class of

Shares % of Voting

Rights c) If a partnership: Name and Address Place of Formation Stock Exchange(s)

(if quoted) % of Voting Rights

d) If a trust: Name and Address of Settlor Date and Country of

Settlement Nationality Date of Birth

Name and Address of Trustee(s)


Nationality % of Voting Rights

Name and Address of Beneficiaries




SHARE CAPITAL 6. a) Authorised Share Capital of Company

- Ordinary Company [$ ] - Insurance Company (minimum $120,000.00) [$ ]

b) Par Value of Shares [$ ] c) Payment of Shares a) Upon allotment b) Within ______ days of allotment c) No call to be made at this time d) Contributed Surplus/Letter of Credit [$ ] e) Issued Share Capital upon Incorporation - f) Issue Price per Share - g) Location of Share Certificates (once share capital has been fully paid) -

DIRECTORS & OFFICERS: PLEASE READ ANNEXURE "B" 7. a) Number of Directors (minimum of two) - b) Number of Alternate Directors - c) Quorum of Directors (minimum of two) - 8. Names of Directors and their respective Alternate Directors Please provide address, telephone and fax numbers and e-mail addresses for the purpose of

giving notice of Directors�’ meetings Please note that for local companies, 60% of the Directors must be Bermudian


Directors to serve: a) with fee $______________ b) without fee _________________________________________________________________________ 9. Officers (please provide address, telephone and fax numbers and e-mail addresses)- Secretary: Resident Representative (if applicable): Other (if any): _________________________________________________________________________ 10. Name and Address of Auditors - Appointment of an auditor can be deferred If appointing an auditor it is advisable to appoint a Bermuda auditor. All the major

international firms have local offices or correspondents 11. Name and Address of Accountant who will keep Company's books - Appointment of an accountant can be deferred (a) The financial year end of the Company - [ ] (b) The first accounting period shall end on [ ] 12. Address of Registered Office of Company in Bermuda -

The company must maintain a registered office in Bermuda. This will be the law firm's address, Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda, unless otherwise specified


BANKING: Please note that the Banks will require original signed documentation, certified photo identification (passport or drivers license) for each signatory and beneficial owners not known to the bank, and a bank reference commenting on the length of relationship (minimum 3years) and Applicant�’s financial integrity. 13. a) Name of Bermuda Bank (if required) -

b) Type of Account(s) - chequing, deposit, savings, credit card, etc. and services required �–

c) Legal address and mailing address (if different from registered address) - d) Contact person - 14. Signing Authority - 15. Remittance of [ ] is enclosed as payment on account in respect of

retainer and incorporation expenses


16. Contact person with whom the Corporate Administrator, Secretary, Auditor etc. should correspond in relation to the Company�’s affairs

Name: Address: Telephone: Facsimile: E-mail Address: 17. Billing Name: Address: Telephone: Facsimile: E-mail Address:


18. Wire Transfer Instructions for Retainer to be sent as follows:

Correspondent Bank: HSBC Bank USA 452 Fifth Avenue New York, New York USA 10018 Swift Code: MRMDUS33 CHIPS ABA: 0108 FED ABA: 021001088 Beneficiary Bank: The Bank of Bermuda Limited 6 Front Street Hamilton Bermuda Swift Code: BBDABMHM Beneficiary Information: Account Name: Attride-Stirling & Woloniecki Account Number: 010 716751 502 (United States Dollars) ASW Ref:

Signature:


Annexure �“A�” Bermuda Monetary Authority Guidelines Attride-Stirling & Woloniecki


Annexure “A” Bermuda Monetary Authority Guidelines The Bermuda Monetary Authority ("BMA") carefully scrutinises the ownership of Bermuda companies and partnerships and has to be satisfied that the persons who wish to form companies and partnerships are persons of integrity and good financial standing. Any information provided to the BMA is treated in the strictest of confidence. The BMA looks through the corporate veil to the ultimate owners. Set out below is the information which is usually required. The BMA has the right to request further information at its discretion. 1. Where an ultimate beneficial owner is an individual:-

a) the name, address, nationality, occupation, date of birth, number and class of shares and percentage of voting rights of the person; and

b) a Personal Declaration Form for each of the proposed Non-Bermudian beneficial

owners (direct, intermediate and ultimate) who propose to have an equity interest of 5% or more in the Company. In respect of Partnerships, a Declaration is to be completed by the general partner(s), where the general partner is an individual.

N.B. Where an insurance company is being formed with individuals as the beneficial owners each individual must also provide a statement of net worth.

2. Where an ultimate beneficial owner is a publicly quoted company:- a) the latest Annual Report to shareholders. 3. Where an ultimate beneficial owner is a private company:- a) a copy of the latest financial statements of the private company (audited preferable); b) a complete list of shareholders giving names, addresses, nationalities, occupations and

percentages of ownership; c) a Personal Declaration on each shareholder as described in 1(b) above. 4. Where an ultimate beneficial owner is a trust:- a) the name of the trust and the country in which it was created; b) the name and nationality of the Settlor (creator);

c) the name(s) of the Trustee(s); d) the names, addresses, nationalities and occupations (if any) of the Beneficiaries;


e) Personal Declarations as described in 1(b) above on the Beneficiaries (if these are minors then Personal Declarations by their parents).

5. Where an ultimate beneficial owner is a partnership:- a) full details (including names, addresses, nationalities, and occupations) on the partners,

both limited and general;

b) financial statements on the partnership; c) Personal Declarations as described in 1(b) above on the general partner(s). 6. Where an ultimate beneficial owner is a Non-profit Association:- a) financial statements on the Association; b) a list of the members of the Association; c) a copy of the Constitution and Bye-Laws of the Association.


Annexure �“B�” Director Requirements Attride-Stirling & Woloniecki


Annexure “B” Director Requirements The Companies Act requires that there be a minimum of one representative of the Company who is ordinarily resident in Bermuda. This requirement may be satisfied by the Company having either of the following;

a) a minimum of one director, other than an alternate director, ordinarily resident in Bermuda; or

b) a secretary who is ordinarily resident in Bermuda; or c) a resident representative who is ordinarily resident in Bermuda; or d) in the case of a company the shares of which are listed on an appointed stock

exchange, a resident representative. The cost for Compass Administration Services Ltd. providing this representative is included in the yearly corporate administration fee. The Companies Act requires that the directors appoint a secretary. There is no longer any requirement that companies have any officers apart from the secretary. Should a company elect to have officers, they may or may not be directors and the company can call their officers by whatever title preferred. These officers may be appointed in accordance with the bye-laws of the company. The Resident Representative is entitled to:

a) attend, speak at and receive minutes of meetings of the directors and members of the company;

b) upon giving notice, to the company, receive notice of any meeting of directors or

members; c) act as agent for service of process in Bermuda.

The Resident Representative also has certain obligations to report material breaches by a company of provisions of the Companies Act or regulations made there under or any issue or transfer of shares of the company effected in contravention of any statute.


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