Legal services in Bermuda

Corporate legal services in Bermuda cover a wide range of offerings tailored to the needs of international businesses seeking to take advantage of the jurisdiction’s high privacy and favourable tax regime. From company and trust incorporation to banking and insurance, Bermuda offers structures exempt from income tax and other direct taxes. An important aspect is the need to maintain English-language records and file a non-financial annual report, as well as the ability to open and operate a business remotely.

How do I choose a law firm in Bermuda?

When choosing a law firm in Bermuda, look for specialisation and experience in your area of interest, such as corporate law, tax planning or banking. Check the firm’s reputation, client testimonials and case studies.

How do I register a trade mark in Bermuda?

Registering a trade mark in Bermuda involves contacting a local patent attorney, as the Madrid Agreement does not apply. The process may involve filing multiple applications and paying different fees. In the absence of the Madrid Agreement, the procedure may be more complex and may require knowledge of at least one foreign language, a significant amount of documentation and upfront investment.

How does data protection (GDPR) work in Bermuda?

In Bermuda, data protection is governed by the Personal Information Protection Act (PIPA), enacted in 2016. This law ensures Bermudians’ right to information privacy by protecting their personal data. PIPA follows international best practice and applies to all organisations, businesses and government agencies using personal information in Bermuda. The law emphasises the importance of people’s control over their information and the way it is used and shared, which is particularly critical in the digital age and promotes cybersecurity and a successful digital economy.

Bermuda has appointed an independent Data Protection Commissioner to ensure compliance with PIPA and to fulfil its objectives. Although PIPA was enacted in 2016, it was not scheduled to come into full force until late 2021 at the earliest so that organisations could prepare for its implementation. The Information Protection Commissioner plays a key role in providing information and education to both organisations and the public.

Bermuda, being a British Overseas Territory, does not automatically implement EU rules and directives into its legal system. However, once PIPA is fully implemented, it is expected that the data protection framework will be complemented by a formal set of decisions and guidelines issued by PrivCom (Bermuda’s Data Protection Commissioner) and decisions of the Bermuda courts. Already, PrivCom is proposing specific goals and actions to the public as part of a phased action plan for privacy compliance.

In addition, PrivCom introduced the Innovation and Knowledge Sharing Sandbox, which provides organisations with access to PrivCom’s expertise to test an organisation’s products, services or approaches to privacy issues. This mechanism builds on the provisions of PIPA and allows the Data Protection Commissioner to comment on the privacy implications of organisations’ existing or proposed programmes

How is intellectual property protected in Bermuda?

In Bermuda, intellectual property protection covers copyrights, trademarks, patents and designs, and domain names. Protection may be automatic, as in the case of copyrights, or require registration, as for trademarks and patents. There are clear definitions and processes for registering and protecting these rights. Owning intellectual property involves creating a unique product, acquiring rights from the creator or previous owner, or owning a brand that can be registered as a trade mark.

To effectively manage intellectual property rights in Bermuda, it is important to have a protection strategy, to understand that intellectual property rights may be protected differently from other countries and that rights must be registered and protected in accordance with local law. Protection against unauthorised use in a particular country depends largely on the national law of that country, although many countries offer protection for foreign works under international copyright treaties.

In 2022, the Government of Bermuda began updating its intellectual property laws, including trademarks, patents, registered designs and copyrights, to fully comply with global standards and best practices. This update will be a collaborative effort between several ministries. It is planned that the new legislation will be largely modelled on UK law to ensure that Bermuda law is in line with international standards. Bermuda is also expected to make formal requests to the UK government to expand several international treaties governing the protection of intellectual property rights. These updates are intended to attract more companies to register their intellectual property rights in Bermuda.

Thus, Bermuda is actively working to strengthen and modernise its intellectual property laws in an effort to attract more global market participants and provide a modern and efficient enforcement system.

 Mergers and acquisitions in Bermuda

In Bermuda, mergers and acquisitions (M&A) transactions are generally effected by way of a statutory merger, amalgamation or scheme of reorganisation under the Companies Act. The Act also provides for a mandatory buyout of shares from minority shareholders in connection with M&A transactions structured through a direct offer to shareholders of the target company. Where the target company is regulated by, for example, the Insurance Act 1978, the specific legislation applicable to such entities may also be relevant to the transaction and its structure.

Statutory mergers and amalgamations in Bermuda provide flexibility in structuring the transaction, allowing the parties to mould the transaction to reflect the commercial agreement, while allowing the Bermuda portion of the transaction to be consistent and harmonised with the requirements of other jurisdictions. One advantage of this approach is that neither an amalgamation nor a merger requires Bermuda court approval (unlike a reorganisation scheme) or approval by the company’s creditors. The Act requires shareholder approval of the merger or amalgamation agreement and gives all classes of shares voting rights by setting the shareholder approval threshold at 75 per cent, although the Act also allows a company’s articles of association to set a lower approval threshold.

In addition, it is possible to make a purchase of shares or substantially all of the assets of the target company. This approach differs from a share purchase because the acquirer may acquire all or substantially all of the underlying businesses or assets of the target company at an agreed transaction price.

Schemes of reorganisation require the circulation of a notice of shareholders’ meeting with an explanatory statement and dual shareholder approval, viz: 75% majority in value of shareholders and majority in number. The court has extensive powers to consider the implications and issues arising out of a scheme. The period of time from the initial formulation of the scheme to the scheme becoming effective by order of the court is at least eight weeks.

These M&A processes require careful planning and a balanced approach, taking into account both regulatory requirements and the needs and interests of all parties.

 Legal services for blockchain/crypto projects in Bermuda

Bermuda has established itself as a prominent centre for blockchain and cryptocurrency projects, offering a supportive legal and regulatory environment. The
government has launched initiatives to attract technology companies, including a Class T
licence under the Digital Asset Business Act (DABA) and an Insurtech sandbox regime. These initiatives facilitate the testing and development of technology-based products and services in a regulated environment. In addition, a tailored immigration policy for technology companies simplifies the process of obtaining work permits for non-Bermudian personnel, facilitating the growth of the technology sector on the island.

Cavenwell stands out as a provider of corporate and legal structuring solutions tailored to Web 3.0 projects, including token offerings, DAOs, NFT issuances, decentralised applications (dApps) and decentralised finance protocols (DeFi). Their services include corporate structuring, international finance, regulatory compliance and more, leveraging their experience in building Web3 projects since 2016.

Bermuda’s regulatory framework, particularly through the Digital Asset Business Act (DABA) and the Digital Asset Issuance Act (DAIA), offers a comprehensive approach to the management of digital asset businesses and issuances. The framework is designed to provide legal and regulatory certainty while ensuring compliance with international standards. The Bermuda Monetary Authority (BMA) plays a key role in regulatory oversight and enforcement, ensuring that businesses operate in a safe and transparent environment.

For legal services tailored to blockchain and cryptocurrency projects in Bermuda, Carey Olsen and Cavenwell offer broad expertise in navigating the island’s regulatory landscape and supporting the development and launch of innovative digital asset businesses.

Registration of a trade mark in Bermuda

To register a trade mark in Bermuda, you must complete a trade mark registration form and submit it, together with the application fee, to the Registration Office. Before filing an application, you should check the trade mark database to see if identical or similar trade marks exist. The trademark must be unique and may include words, sounds, logos, colours or a combination of these. Once an application is filed, it is examined by a trade mark examiner and the applicant receives a report within 30 days. If the examiner has no objections, the application is published in the official gazette for two months for possible objections. A trade mark registration is valid for seven years with the possibility of renewal for a further 14 years. More information is available on the official website of the Government of Bermuda

Drafting a legal opinion in Bermuda

Drafting a legal opinion in Bermuda involves analysing the legal situation in light of the local law and regulatory environment. This process requires the use of qualified lawyers or law firms specialising in the desired area of law in Bermuda. It is important to have a thorough understanding of both local laws and international standards that may be applicable to the case.

Why do I need professional legal support for a company in Bermuda?

In Bermuda, professional legal support is essential to ensure compliance with local and international laws and regulations, optimise the tax structure, protect commercial and investment rights and interests, and navigate the complex regulatory environment. Skilled lawyers advise on company formation and registration, intellectual property, M&A transactions, regulation of digital assets and blockchain projects, ensuring legal security and risk mitigation.

Corporate law in Bermuda
Corporate law in Bermuda regulates companies and businesses, setting standards for the incorporation, management, and operation of business entities. It provides a legal framework for corporate governance, shareholder protection, and rules for business records and financial reporting. With a well-developed legal system and a stable economic climate, Bermuda attracts international companies seeking a favourable tax regime and quality corporate services.

Opening an offshore bank account in Bermuda

Opening an offshore bank account in Bermuda requires careful attention to selecting a bank and understanding local regulatory requirements. The process usually involves providing documents confirming the identity and residential address of the account holder, as well as information on the origin of the funds. It is advisable to consult legal advisors in Bermuda to clarify all details and ensure compliance with local laws and international standards.

How do I open a corporate bank account in Bermuda?

To open a corporate bank account in Bermuda, you will need to collect a set of documents, including the company’s constitutional documents, details of the beneficial owners, and proof of business activity and origin of funds. During the registration process, the bank may request additional documents and information to fulfil Anti-Money Laundering (AML) and Know Your Customer (KYC) requirements. It is advisable to seek assistance from legal entities in Bermuda specialising in corporate and banking services to facilitate the account opening process.

Can I open a bank account in Bermuda completely remotely?

The ability to open a bank account in Bermuda entirely remotely depends on the bank selected and its policies. Some banks may offer procedures to open an account remotely, however, this often requires additional verification of the client’s documents and identity through a notary or special online services. It is best to contact banks in Bermuda directly or consult with legal advisors locally for up-to-date information on the account opening process.

How long does it take to open a bank account in Bermuda?

The process of opening a bank account in Bermuda can vary depending on the specific bank and the completeness of the documents provided. Typically, the process can take anywhere from a few days to a few weeks, taking into account the time required for document preparation, due diligence and verification procedures.

Which banks are open in Bermuda

Bermuda is home to several financial institutions including:

1. Butterfield Bank (The Bank of N.T. Butterfield & Son Limited): One of the largest banks in Bermuda, offering a wide range of banking and financial services to both local residents and international customers.
2. HSBC Bank Bermuda Limited: Part of the HSBC International Banking Group, offers a variety of banking products and services including corporate and private banking.
3. Clarien Bank Limited: Offers comprehensive financial solutions including investment services, retail banking and corporate banking.
4. Bermuda Commercial Bank Limited (BCB): Focuses on providing banking services to corporate clients and also offers investment and trust services.

These banks provide a wide range of services including business and personal accounts, investment services, asset management and more. When choosing a bank, it is important to consider your personal or business profile as well as your specific financial needs.

In what currency can I open an account in Bermuda?

In Bermuda, bank accounts can be opened in a variety of currencies, including the Bermuda Dollar (BMD), which is the national currency, as well as in other internationally recognised currencies such as the American Dollar (USD), Euro (EUR), British Pound (GBP), and others. Opportunities to open accounts in foreign currencies depend on the specific bank and its offers, therefore it is recommended to clarify this information directly with the selected bank.

What documents are required to open a bank account in Bermuda?

You will need the following documents to open a bank account in Bermuda:

1. Identification: a passport or other photo identification document is usually required.
2. Proof of address: utility bills, bank statements or official documents not older than three months that can prove your permanent residential address.
3. Certificate of origin of funds: documents confirming the source of funds to be credited to the account. This can be a certificate from a place of employment, documents on the sale of real estate, inheritance, etc.
4. Company status documents (for corporate accounts): incorporation documents such as the company’s certificate of incorporation, articles of association, list of directors and shareholders, and signature documents.
5. Personal presence: in some cases, personal presence at the bank may be required to open an account.
6. Bank’s application/questionnaire: completed application form for account opening provided by the bank.
7. Letter of recommendation from the bank: sometimes a letter of recommendation from your current bank may be required.

Banks may have additional requirements or request additional documents depending on the type of account and regulatory requirements. It is recommended to contact the selected bank in advance to clarify the list of required documents.

For what types of activities can I open a Bermuda bank account?

In Bermuda, bank accounts can be opened for a wide range of activities including, but not limited to:

1. International business and trade: companies engaged in international trade, exporting and importing goods and services.
2. Financial services: investment companies, hedge funds, insurance companies and other financial institutions.
3. Technology and innovation: startups and companies in the high-tech sector, including blockchain and cryptocurrencies.
4. Tourism and hospitality: hotels, resorts and other businesses that cater to tourists.
5. Real estate: companies involved in property investment, property management and construction.
6. Transport and logistics: aviation and shipping companies, logistics and courier services.
7. Consulting and legal services: consulting firms, law firms and professional services firms.
8. Trusts and trusts: companies providing asset management and trust administration services.

This is only a general overview and banks in Bermuda may offer services for a variety of other activities, taking into account the complex needs of local and international clients. It is important to note that for some activities there may be additional regulatory requirements and examination procedures.