Beyond tax: why big companies are choosing Bermuda
Moving corporate domicile to Bermuda is a trend gathering momentum among large, multinational companies across multiple industries.
And in contrast to many redomiciliations in the past, the new arrivals are not coming in search of tax benefits.
Last month, shareholders of Gates Industrial Corporation, a maker of engineered power transmission belts and fluid power products such as hoses, overwhelmingly approved plans to shift the Denver-headquartered company’s legal domicile from Britain to Bermuda.
Other high-profile redomiciliations to the island in recent months include cruise ship giant Carnival, international commodities trader Marex Group, and commercial property business Cushman & Wakefield.
In regulatory filings and communications to shareholders outlining their decisions to come to Bermuda, none of them led with tax.
Instead, the appeal appears to be the island’s legal and regulatory framework, which reduces administrative burden, while allowing for greater flexibility in areas such as share repurchases, and also appears to be well suited for companies with stock listings in the United States.
According to law firm Conyers, there are 56 Bermudian entities listed on either the New York Stock Exchange or the Nasdaq with a combined market capitalisation of $392 billion.
Marcello Ausenda, Conyers director and head of the firm’s Bermuda corporate practice, said: “The recent redomiciliation wave is not being driven primarily by tax.
“Instead, leading public companies, from diverse industries and multiple onshore jurisdictions, are choosing Bermuda because our Bermuda corporate law proposition provides a rare combination of regulatory credibility, common-law certainty, corporate flexibility and alignment with US capital markets.
“These companies are also attracted by a significant ‘peer group’ of existing Bermuda public companies listed on the NYSE and Nasdaq whose aggregate market capital is approaching $400 billion.”
In an interview, Mr Ausenda said the tax landscape had changed markedly from the days when corporations moved to Bermuda to slash their tax bills.
He said there was a tax-driven corporate inversion phenomenon in the 1990s, culminating with the highly publicised case of Connecticut-based hardware maker Stanley Works, which caused a political storm in 2002 when it proposed reincorporating to Bermuda to reduce it US tax liabilities.
“It’s not about the tax for the companies redomiciling today,” Mr Ausenda said. “For one thing, we now have the global minimum tax, and for corporations above the global revenue threshold of €750 million, there is nowhere to hide.”
That includes Bermuda, given the island’s implementation of the corporate income tax in 2025, aligning with the Organisation for Economic Co-operation and Development’s Beps Pillar 2 initiative.
Mr Ausenda believed the CIT’s successful implementation had strengthened, rather than weakened, the jurisdiction's appeal, as it demonstrated compliance with global standards.
Companies typically compare three or four jurisdictions before deciding where to incorporate, Mr Ausenda. The series of companies recently choosing Bermuda, highlights the island’s competitiveness against other international financial centres, he added.
Gates Corp, for example, said it went through a rigorous 18-month domicile comparison process, also considering the Cayman Islands, Luxembourg and the US state of Delaware.
The company concluded that Bermuda offered a more suitable legal framework for a business with a predominantly US shareholder base while avoiding the disruption and expense associated with a US reincorporation.
Companies listed on US stock exchanges, but domiciled in Britain, have found Bermuda especially attractive. They consistently cite a greatly reduced administrative burden and a much less cumbersome process for many corporate actions, including share repurchases and selling debt.
Bermuda’s credibility as a jurisdiction is also down to its lengthy track record as an international business centre.
Shipping is a case in point. From oil tanker operators like Teekay Corp and DHT Holdings to cruise ship giants such as Norwegian Cruise Lines and Carnival, the island has a significant maritime footprint.
Mr Ausenda said this had evolved over decades, largely because Bermuda had proven itself as the place for shipping finance, a place from which to raise capital. A noteworthy result is the island’s relationship with Norway, a global leader in maritime operations.
“About 40 per cent of the Oslo Stock Exchange shipping index consists of Bermuda companies,” Mr Ausenda said.
The reputation of the Bermuda Monetary Authority, the island’s financial services regulator, and the Commercial Court with its experienced judiciary are also plus points for corporate domicile seekers.
Mr Ausenda noted that Bermuda’s corporate legislation has evolved over decades to accommodate the needs of companies listed on US stock exchanges, including the introduction of merger legislation, for example.
A Bermuda domicile also provides US-listed companies with some protection from the highly active US shareholder litigation environment, while its courts operate under the English “loser pays” costs principle, discouraging speculative lawsuits.
Compared to incorporation in the US, Bermuda also provides exemption from most NYSE/Nasdaq corporate governance rules, reduced US Securities Exchange Commission reporting requirements, financial reporting flexibility, and, for those companies below the CIT revenue threshold — a large majority of international businesses incorporated in Bermuda — there is no corporate tax.
Bermuda benefits from the presence of even the international companies who have few or no employees, Mr Ausenda said — and not only through the work they generate for firms such as Conyers, which employs about 265 people.
“We incorporate many of these businesses and then we look after them, keeping their records, doing their company secretarial work, and keeping the minutes of board meetings,” Mr Ausenda said.
“So, they are good for business. Our corporate administrative services business employs about 70 people and the work is quite labour intensive.
“Those who have a physical presence here are good for the economy, but even those don’t, have board meetings here and fly in people who stay at local hotels and it all pumps into the economy.”
