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국제법률연구원(ILRI)이 귀사의 버뮤다 진출을 지원합니다.
우리 한국인들에게 생소한 국가 버뮤다는 미지의 세계로 여겨져 왔었습니다.
대서양의 마이아미, 버뮤다, 푸에르토리코를 잇는 3각 지대를 버뮤다 삼각지라 말하는데, 콜롬버스 시대부터 배와 비행기가 버뮤다 지역에서 사려졌다는 미스테리한 전설이 있습니다.
그러나, 버뮤다 삼각지대 미스테리는 상업적인 매스 미디어에 의해서 과장되어 퍼지게 된 것들이며, 이미 일본을 포함한 발빠른 외국계 자본들은 앞다투어 버뮤다에 진출하여 있습니다.
국제법률연구원은 한국기업과 외국기업의 버뮤다 진출을 현지 파트너 로펌과 함께 지원하고 있습니다.
버뮤다국내 현지법인 설립, 각종 현지계약, 주재원 체류비자, 각종 수출입 허가증 까지 해결해 드리오니 많은 문의 바랍니다.
버뮤다 진출을 희망하는 한국 기업을 위해 현지법인 설립과 세금을 안내합니다.
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- 본 정보는 국제법률연구원(www.ilri.co.kr)의 동의없이 사용하여 이익추구 할 수 없으며, 비영리 목적으로 사용시에도 "출처: 국제법률연구원(www.ilri.co.kr)" 을 기재해야 합니다.-
INSTRUCTIONS FOR THE FORMATION OF AN EXEMPTED LIMITED LIABILITY COMPANY IN BERMUDA
1. Name of proposed company (Please give at least one alternative name)
(a) Limited OR Ltd.(Please indicate preference)
2. Type of Company (Please supply description of basic type of business activities envisaged, e.g. commercial trading, investment holding, insurance, operation of a ship or aircraft, etc. and a brief comment, giving fuller details of the trade, insurance or other business activity proposed, as an addendum to this form).
3. Beneficial Owner(s) (see Note 1 (d))
(Please submit notarized photo identification, a bank reference and a recent copy of a utility bill or other verification of address (see Note 8))
Name (s) Residential Address Occupation Nationality
4. (a) Authorized capital of Company (see Note 2 (a) )
(b) Par value of shares (shares of no par value are not permitted)
(c) Amount of proposed call on the capital (as a percentage)
5. Allotment of share capital as it will appear in share register (Only fully paid shares may be registered in the name of local nominee). see Note 6.
Name (s) Residential Address Nationality Percentage
6. (a) Persons to be elected Directors (see Note 5 (b) - Minimum number of Directors permitted is two).
Name (s) Residential Address Nationality
(Please submit notarized photo-identification and bank references (see Note 8))
(b) Persons to be elected Alternate Directors
Name (s) Residential Address Nationality
(c) Person(s)/corporation(s) to be elected Resident Representative
Name (s) Residential Address Nationality
(We can provide this service through our Bermuda services company.)
7. Address of Registered Office of Company in Bermuda (normally the address above).
8. Location of Share Certificates
9. Name of Officers to be elected:
(a) President
(b) Vice President
10. Additional officers (if any). (These need not be directors).
(a) Assistant Secretary
(b) Treasurer
(c) Other
11. Person to be appointed Secretary. (This service normally provided by this firm).
12. Name of Auditors for annual audit on behalf of shareholders. (Under certain circumstances the appointment of an auditor may be waived).
13. Name of Accountant (or manager for insurance companies) who will keep the company’s accounts and financial records. (Our firm normally provides these services – see Note 5 (c)).
14. Financial year-end of company (if immaterial then at option of auditor or 31st December).
15. Bank account(s) required in Bermuda
Bank adress. Signatories. Titles.
Number of signatures required:
N.B. Notarized Photo-identification and bank references must be supplied by all signatories (see Note 8)
16. Is tax exemption undertaking required up to 2016? (See Note 3).
17. A Remittance is requested as payment on account in respect of preliminary incorporation disbursements in the event that this proposal is accepted. The amount required depends on the authorized capital fixed for the company and should be discussed with us on submission of this questionnaire. Wiring instructions are as follows for U.S. dollars:
Reference: [Give name of proposed company]
18. Will the company require registration of any e-mail or website addresses in Bermuda?
19. Special instructions:
20. I/We hereby confirm the above instructions and request 0000000 Ltd. to incorporate an exempt company in accordance with them.
________________________
Signature/Authorized Signatory Date
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- 본 정보는 국제법률연구원(www.ilri.co.kr)의 동의없이 사용하여 이익추구 할 수 없으며, 비영리 목적으로 사용시에도 "출처: 국제법률연구원(www.ilri.co.kr)" 을 기재해야 합니다.-
NOTES ON THE FORMATION OF EXEMPTED COMPANIES IN BERMUDA
1. Most exempted companies can be formed by registration within a week from the date when complete instructions are received at our offices. To enable our office to accomplish registration on your behalf, we will require the following:
(a) the proposed name of the exempted company, preferably with two alternative names. The Registry is quite flexible and allows registration of names that are case sensitive (e.g. with certain letters or words in block capitals), or using plays on words or letters Accordingly, please insert the name as you want it to appear;
(b) a full description of the intended activities of the proposed exempted company (as opposed to its objects and powers);
(c) the full names, including middle names (initials are not acceptable), residential addresses, occupations and nationalities of all beneficial owners of the proposed exempted company;
and
(d) Personal Declarations (as attached), completed and signed by each beneficial owner, for submission to the Bermuda Monetary Authority. If the parent of the proposed company is listed on a recognized stock exchange, these are not necessary.
2. Our standard fees for the formation and organization of an exempted company, incorporated by registration, are set out in the attached Form A. These fees do not include any additional work such as the drafting of special objects or bye-laws and also do not include disbursements in connection with the incorporation, which would be as follows:
(a) An Annual Fee of US$1,780 on minimum share capital of US$12,000 is payable to the Bermuda Government for each year the company is in existence on a calendar year basis, the first installment of which is due immediately upon organization of the company.
If the company is formed between 1st September and 31st December the Annual fee for the balance of that year is reduced by half (i.e. US$890).
(b) A fee for incorporation of $249 is payable on application to the Bermuda Monetary Authority, together with a registration fee of $74.
(c) All printing, advertising costs (if necessary), corporate supplies, which normally amount to approximately $500.
(d) Miscellaneous disbursements of approximately $80 (faxes, long distance calls, photocopies, etc.).
3. An exempted company is entitled to apply for an undertaking from the Bermuda Government for an exemption from tax in the event of direct taxation being introduced through the legislature, such as corporation or dividend tax, income or capital asset, gain or appreciation tax or tax computed on profits. This undertaking, or statutory guarantee, is provided for under The Exempted Undertakings Tax Protection Act, 1966 and is valid until March 20, 2016. A fee of US$152 is payable to Government for this tax exemption, which is option.
4. Apart from the above, there are no fees or taxes payable in Bermuda by the exempted company.
5. The annual running expenses of an exempted company will be as follows:
(a) the Annual Fee mentioned above.
(b) costs for the provision of directors, secretary and registered office of the corporate client. (Bermuda law requires that an exempted company have a registered office in Bermuda at which the corporate and financial records must be maintained).
It is also a requirement of Bermuda law that a company have (a) a minimum of two directors, ordinarily resident in Bermuda; or (b) a secretary who is ordinarily resident in Bermuda and a director, other than an alternate director, who is ordinarily resident in Bermuda; or (c) a secretary (who is not a director or the resident representative) who is ordinarily resident in Bermuda and a resident representative; or (d) in the case of a company the shares of which are listed on an appointed stock exchange, have a resident representative. Our firm will be pleased to provide these services under normal circumstances. It is necessary to supply the full names, residence addresses, occupations and nationalities of all intended directors and officers.
Our fees for the provision of some or all of these services depend upon the responsibility and activity involved, and are normally settled by negotiation. Therefore, it is difficult at this stage to give a pre-estimate of such fees, although our minimum annual service fee is US$3,500 for the provision of corporate secretarial services and registered office. This is charged separately from the incorporation fees and is usually pro-rated to the end of the current year.
(c) Bermuda law specifically requires an exempted company to maintain at its registered office in Bermuda, records of its financial affairs sufficient so as to show a true accounting on a quarterly basis and further, that such accounts be audited each year (subject to deferral). There is no requirement that such audited accounts be filed with any governmental authority or body, nor are they required be made available for inspection.
With regard to those exempted companies writing insurance, governmental policy presently requires that their capital must be at least the minimum specified for the types of risks to be written (ranging from $120,000 to $370,000), and this should be discussed with the proposed manager of the insurance company.
6. Although the minimum authorized capital for ordinary exempted companies must be issued, there is no legal requirement (other than in the case of those exempted companies writing insurance) that the share capital be fully paid up. We only insist that the share capital be fully paid up where we are requested to act as nominees for a beneficial owner or owners.
Should the need arise, the capital can be increased by simple resolution of the shareholders. In the case of insurance companies, particular attention should be paid with regard to the minimum solvency margin, written premium ratio and admissible assets to ensure the proposed exempted company is within the Regulations of the Insurance Act, 1978, as there is a rigid governmental examination of these types of applications to ensure that they meet the minimum standards of the regulations.
7. All Bermuda exempted companies are normally designated by Foreign Exchange Control as “non-resident” for exchange control purposes, which means that these companies are free to deal in any currency of their choosing (other than Bermuda dollars) and thus are in effect completely free from all exchange control regulations.
8. In keeping with Bermuda Law and International requirements regarding Money Laundering and Proceeds of Crime, we are required to obtain satisfactory information regarding our clients before commencing a relationship. This information ensures that we are able to keep in close contact and provides protection for confidential arrangements. Accordingly, we require the following information on the ultimate beneficial owners of accounts established with us:-
(1) A certified copy of a current photographic identification (e.g. photo page of passport or valid driver’s license).
(2) Permanent and alternate addresses and contact numbers (i.e. street and mailing addresses, telephone, fax, pager, cellular phone, email).
(3) A minimum of two references attesting to integrity and financial standing. References relating to integrity will be accepted from professionals (e.g. lawyers or accountants) while letters relating to financial standing will usually be from a bank or financial institution. They should include statements regarding the length of time of relationship which should preferably be over three years. In the case of the Bank of N.T. Butterfield all references must be for relationships of over five years. For those companies whose ultimate beneficial owners are publicly listed companies, references are not required. In the case of non-public companies, background information is required on:
(a) the source of monies being used to fund the client’s arrangements, and
(b) confirmation that professional tax advice on the proposed structure has been obtained in appropriate jurisdictions.
(4) Biographical information such as a resume or curriculum vitae.
N.B. The above information is treated as confidential and would only be disclosed to third parties
under process of law or in connection with required transactional procedures in connection with the
client’s affairs (e.g. to support opening of bank accounts).
PERSONAL DECLARATION
Name of Bermuda company:
Surname:
Complete forenames:
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 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.
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.
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:
Our professional fees cover standard incorporation procedures. Non-standard requirements, such as the drafting of special bye-laws and objects and transactions required as a matter of urgency are charged separately on a time-spent basis.
(B) ANNUAL CORPORATE ADMINISTRATION FEES FOR
MAINTAINING AN EXEMPTED COMPANY IN BERMUDA
Annual Government Fees (see note and schedule below)* US$ 1,780
Registered office and Corporate secretarial services (Minimum)** 3,500
US$ 5,280
Resident Representative US$ 500
Directorships (Minimum)*** US$ 1,000
* Payable on registration in the year of incorporation and each January thereafter. The fee is based on assessable capital (combining authorized share capital and share premium, if applicable). If incorporated in Bermuda between 1st September and 31st December the fee is reduced by half.
** These fees are based on time spent at standard rates subject to the minimum and are invoiced annually in advance. Unless there is frequent activity, the minimum fee should be sufficient to cover minuting and corporate record keeping of the company for the year.
*** The appointment of a local director or directors in place of a resident representative is optional. Fees are negotiable and are based on a variety of considerations relating to the responsibilities involved.
Accounting and Administration
Such services outside of standard corporate secretarial activities are charged on time spent. Hourly charges vary from simple bookkeeping to fees for professional services and average approximately US$175 per hour. Disbursements are charged separately.
GOVERNMENT FEE SCALE
Assessable Capital Annual Fee
US$ US$
12,000 (minimum) 1,780
12,001 to 120,000 3,635
120,001 to 1,200,000 5,610
1,200,001 to 12,000,000 7,475
12,000,001 to 100,000,000 9,345
100,000,001 to 500,000,000 16,695
Greater than 500,000,000 27,825
Hamilton, Bermuda: September 2006
이상. 버뮤다 진출을 희망하는 기업들의 많은 문의 바랍니다.
국제법률연구원(ILRI)
T. 02-557-3476 |
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