General information

Company structure

• ▪At least 1 shareholder
• ▪At least 2 directors (must be under the oversight of such number of nonexecutive directors as the BMA considers appropriate given the nature, size, complexity and risk profile of the licensed undertaking)
• ▪Senior representative approved by the BMA who will have reporting obligations to the BMA and who maintains an office in Bermuda

Taxation

• ▪No corporate income tax, personal income tax, VAT, withholding tax on dividends / interest / royalties;
• ▪No capital gains tax (both corporate and individual);
• ▪No net wealth/worth tax.

Accounting & audit requirements 

Licensees must:

• ▪Prepare annual audited financial statements or accounts in respect of all transactions and balances relating to their business;
• ▪Not later than four months after the close of its financial year, provide the BMA with a copy of its audited financial statements and auditor’s report;
• ▪Appoint local auditor, prior to appointing licensees must submit written particulars of the auditor to the BMA for approval.

Secretary – Local corporate services provider/secretary is required with access to books and records of the company

Registered office – Head office in Bermuda is required from which the licensee’s digital asset business is directed and managed (presence of senior executives, holding meetings of the board of directors, making operational decisions)

Cybersecurity Program and Cybersecurity Report 

• ▪Licensees must demonstrate a comprehensive cybersecurity program that is commensurate to the nature, scale and complexity of its business and will be expected to have a written cyber security policy which is reviewed at least annually;
• ▪An external audit of its cybersecurity program must also be conducted on an annual basis;
• ▪Licensees must file with the BMA an annual prudential return and cybersecurity report within four months of the end of their financial year.

Fulfilment of the minimum criteria:

• ▪The “controllers” (managing directors, CEOs, shareholder controllers (owning or controlling more than 10%) and persons in accordance with whose instructions or directions the applicant in accustomed to acting (shadow directors)) must be “fit and proper”
• ▪The business must be conducted in a prudent manner (taking into account any failure to comply with the provisions of DABA, AML/ATF requirements, Codes of Practice issued by the BMA and international sanctions measures), including a requirement for the maintenance of minimum net assets of $100,000 or such other amount as the BMA may direct taking into account the nature, size and complexity of the licensed undertaking)
• ▪The business must have in place appropriate insurance to cover inherent risks or such other risk mitigation measures as the BMA may approve
• ▪Maintenance of adequate accounting records, control systems and policies and procedures and implementation of appropriate corporate governance policies
• ▪The business of the licensed undertaking must be effectively directed by at least two directors and under the oversight of such number of nonexecutive directors as the BMA considers appropriate given the nature, size, complexity and risk profile of the licensed undertaking
• ▪The position of the licensed undertaking within the structure of any group to which it may belong should be such that it will not obstruct the conduct of effective consolidated supervision

Company name

• ▪Language: English
• ▪Letters: From Roman alphabet

N.B.

• ▪Company name is restricted to be identical or similar that of an existing company.

In order to obtain a license, the following steps will be carried out:

• ▪Collection of documents satisfying the application, KYC and DD requirements
• ▪Registration of the proposed name of the company
• ▪Incorporation of the Bermuda Co.
• ▪Adopting board and shareholder resolutions
• ▪Filling license application to the BMA’s Assessment and Licensing Committee (the “ALC”):

– Preparing the application forms

– Reviewing the business plan and other documents forming part of the application

– Liaising with authorities in respect of the attendance and review of applications

In order to obtain license, Offshorelicense will fill all necessary application forms and also acquire apostilled corporate documents. 

For that reason, please provide us with the following documents.

• ▪Notarized copy of valid passport (of each Shareholder and Director)

• ▪Notarized copy of proof of address (ex. utility bill of each Shareholder and Director)

• ▪A cover letter providing an executive summary of the application and highlighting how the minimum licensing criteria for the relevant class or category of digital asset business is satisfied

• ▪A copy of the applicant’s anti-money laundering and anti-terrorism financing policies and procedures

• ▪Information in respect of:

• ▪ – Corporate shareholders/owners, including:

• ▪Most recent audited financial statements;

• ▪Copies of any regulatory filings; and

• ▪Background information.

• ▪– Individual shareholders/owners, including:

• ▪Personal declaration forms;

• ▪Bank references of ultimate beneficial owners; and

• ▪Net worth statements (for individual owners).

• ▪A copy of the applicant’s proposed cybersecurity program, including policies and procedures related to hot and cold customer private key storage

• ▪A description of how the BMA will have access to a node or other arrangement allowing it to monitor digital asset transaction records

• ▪An acceptance letters from the applicant’s auditor and senior representative, and the curriculum vitae of the senior representative

• ▪The applicant’s head office address
• ▪A declaration from an officer of the applicant that the applicant is aware of and will abide by the code of practice
• ▪Detailed Business plan

N.B.

• ▪If documents are not in English, the certified translation of it must be provided.
• ▪BMA has discretion to require additional information/documentation and, in rare instances, may defer or decline the application, which can further delay the process.

• ▪If the application is in respect of a Class M license (or “sandbox”), the additional information is also required.