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QUOFAT A F ERUNTBERMUDACOMPANIES ACT 19811981 : 59TABLE OF CONTENTSPART IINTERPRETATION AND APPLICATION122A2AA344A4AA4BShort title and commencementInterpretationDelivery of electronic records to and from the RegistrarDelivery of electronic records in other circumstancesAppointment of RegistrarApplicationRestricted business activitiesRestricted business activity relating to corporate land holdingProhibited business activitiesPART IIINCORPORATION OF COMPANIES55A67891010A1112131414AMode of forming a companyInformation regarding economic substanceRegistration of companiesRequirements of memorandumProhibition of registration of companies with undesirable namesPower to dispense with “limited” in name of charitable and other companiesChange of name of a companySecondary nameObjects and powers of a companyProcedure for alteration of memorandumBye-lawsRegistration of companiesRe-registration of limited liability company as unlimited liability company1
COMPANIES ACT 198114B1516171819202122232424A24BRe-registration of unlimited liability company as company limited by shares or byguaranteeCertificate of incorporation to be conclusive evidenceEffect of memorandum and bye-lawsAlterations in memorandum or bye-laws increasing liability to contribute to sharecapital not to bind existing members without consentCopies of memorandum and bye-laws to be given to membersDefinition of member[repealed]Form of contractsBills of exchange and promissory notesExecution of documentsAuthentication of documentsAgreement not to exercise powersCorrection of filed documentsPART IIIPROSPECTUSES AND PUBLIC OFFERS25262728293031323334Interpretation of Part IIICompany offering shares to public shall publish a prospectusContents of a prospectusMinimum amount required to be raised to be stated in prospectusCompanies continuously offering shares to the publicOffences relating to the issue of a prospectusCivil liability for mis-statements in prospectusWhen experts are not liableRestriction on alteration of terms mentioned in prospectusRulesPART IIIAINITIAL COIN 34OInterpretation of Part IIIA [repealed]Restriction on issuing Initial Coin Offering [repealed]Company offering digital assets to public shall publish an ICO offerdocument [repealed]Contents of an ICO offer document [repealed]Companies offering digital assets to the public [repealed]Providing a communication facility; cooling-off rights [repealed]General Initial Coin Offering risk warning [repealed]Identification of persons in relation to ICO offer document [repealed]Security of digital assets, confidentiality, disclosure of information [repealed]Offences relating to the issue of an Initial Coin Offering [repealed]Civil liability for mis-statements in ICO offer document [repealed]When experts are not liable [repealed]Regulations [repealed]Code of Conduct [repealed]Power to obtain information and reports [repealed]2
COMPANIES ACT 198134PApplication of Public Access to Information Act 2010 [repealed]PART IVSHARE CAPITAL DEBENTURES AND 4849505152535454AProhibition of allotment unless minimum subscription receivedEffect of irregular allotmentPenalty for the contravention of section 36Payment of commissionsFinancial assistance generally prohibited [repealed]Exclusion from prohibition on financial assistance [repealed]Circumstances where financial assistance is permitted [repealed]Conditions applicable to giving of financial assistance under section 39B[repealed]Application of premiums received on issue of sharesMeaning of “reserve”Power to issue redeemable preference sharesPurchase by a company of its own sharesTreasury sharesPower to convert preference shares into redeemable preference sharesPower of company to arrange for different amounts being paid on sharesPower of company limited by shares to alter its share capitalReduction of share capitalRights of holders of special classes of sharesNature and transfer of sharesTransfer by estate representativeNotice of refusal to register transferDuties of company with respect to the issue of certificatesCertificate to be evidence of title and evidence of grant of probateBearer shares prohibitedDividends and other distributionsRight to claim damagesPART VTHE REGISTRATION OF CHARGES5555A565758596061Register of charges; registration; prioritiesAmendment of registerCorrection of registerRegistration of series of debenturesRegistration of particulars of commission paidEntry of satisfaction; release of property from chargeRegistration of enforcement of securityApplication of Part V to charges created and acquired by company incorporatedoutside BermudaPART VIMANAGEMENT AND ADMINISTRATION62Registered office of company3
COMPANIES ACT 93949596Service of documentsPublication of name of companyRestriction on commencement of businessRegister of membersInspection of registerOffences relating to the register of membersPower of Court to rectify registerRegister to be evidenceProvisional directors and their powersFirst general meeting of members to elect directorsGeneral meetingsElection to dispense with annual general meetingsFailure to hold annual general meeting or to elect directorsPosition when election of directors does not take placeConvening of special general meeting on requisitionLength of notice for calling meetingsTelephonic, etc. meetingPower of Court to order meetingVoting at meetingsResolution in writingRepresentation of corporations at meetingsCirculation of members’ resolution, etc.Conditions to be met before company bound to give notice of resolutionMinutes of proceedings to be keptInspection of minute booksKeeping of books of accountFinancial statements to be laid before general meeting[repealed]Definition of subsidiary and holding companiesRight to receive copies of balance sheet etc.Provision of summarised financial statements to shareholdersAscertainment of shareholders’ electionProvision of full financial statements for inspectionPower to waive laying of accounts and appointment of auditorAppointment and disqualification of auditorAnnual auditElection of directorsRepresentation of director by another directorDirectors entitled to receive notice of meetings, etc.Appointment of secretaryRegister of directors and officersRegister of DirectorsRemoval of directorsUndischarged bankrupt not to take part in management of a companyCourt may order that a convicted person shall not take part in the managementof the affairs of a companyProhibition of loans to directors without consent of members4
COMPANIES ACT 1981979898A98(B)Duty of care of officersExemption, indemnification and liability of officers, etc.Insurance of officersLiability of auditor or officerPART VIABENEFICIAL OWNERSHIP98C98DInterpretation of this PartApplication of this PartCompany to identify beneficial owners98E98F98GMeaning of beneficial ownerCompanies to obtain information regarding beneficial ownersCompany to issue notice to beneficial ownersBeneficial ownership register98H98I98J98KDuty to keep beneficial ownership registerCompany to keep beneficial ownership register up-to-date and currentDisputes regarding beneficial ownershipPower of Court to rectify beneficial ownership registerBeneficial ownership information to be filed with Bermuda Monetary Authority; compliancemeasures98LFiling of beneficial ownership information with Bermuda Monetary AuthorityCompliance measures98M98N98ONotice by company imposing restrictionsPower to obtain information and identialityPrivileged informationApplication of Public Access to Information Act 2010Application of Personal Information Protection Act 2016Other provisions concerning beneficial ownership or registers etc. not affectedNoticesPART VIIARRANGEMENTS, RECONSTRUCTIONS, AMALGAMATIONS AND MERGERS99100101102103104Power to compromise with creditors and membersInformation as to compromise with creditors and membersReconstruction of companiesPower to acquire shares of shareholders dissenting from scheme or contractapproved by majorityHolders of 95% of shares may acquire remainderAmalgamation of companies5
COMPANIES ACT 9Amalgamation or merger of exempted company and foreign corporation andcontinuation as an exempted companyAmalgamation or merger of exempted company and foreign corporation andcontinuation as a foreign corporationDocuments to be filed on amalgamation or merger and continuation as a foreigncorporationProvisions applicable to amalgamation or merger and continuation as a foreigncorporationEffect of amalgamation of company under section 104B [repealed]Minister’s refusal to grant consent [repealed]Regulations [repealed]Merger of companiesAmalgamation agreement or merger agreementShareholder approvalShort form amalgamation or mergerRegistration of amalgamated or surviving companiesEffect of certificate of amalgamated or surviving companiesPART VIIITHE INVESTIGATION OF THE AFFAIRS OF A COMPANY AND THE PROTECTION OFMINORITIES110111112Investigation of the affairs of a companyAlternative remedy to winding up in cases of oppressive or prejudicial conductPreservation of the books and assets of a companyPART IXLOCAL 2123124125126Interpretation of Part IX and Third ScheduleCircumstances in which local company may carry on businessApplication for licenceGranting and revocation of licenceFees payable by local licensed companyHotel companiesPenalty for improper exercise of voting rightsReturn of shareholdingsAllotment and transfer of sharesMinister may require informationAcquisition of land by local companiesCompanies to make declarations and pay annual taxAccountant General may call for auditor’s certificateRecovery of annual tax[repealed]Certain companies exempt from taxInterpretation of sections 121 to 125PART XEXEMPTED COMPANIES6
COMPANIES ACT 1981127128129129A130131132132A132BMeaning of exempted companyExempted company to be an exempted undertakingRestriction on acquisition of propertyCircumstances in which exempted company may carry on business in BermudaRequirements for officers or representatives in BermudaAnnual feesInvestigation of affairs of exempted companyDenomination of capital of exempted companiesSection 124 applies to an exempted companyPART XACONTINUANCE AND DISCONTINUATION OF 32MContinuance in BermudaProvisions of Act applying to memorandum of continuance and certificate ofcontinuanceConsequences of continuance of foreign corporationContinued company to adopt bye-lawsExempted company may discontinue out of BermudaDocuments to be filed on discontinuanceEffect of discontinuanceDiscontinuance of company under this Act [deleted]Minister’s refusal to grant consent etc. [deleted]Public inspection of documentsRegulationsPART XBCONVERSION OF EXEMPTED COMPANY TO PARTNERSHIP132N132O132P132Q132RConversion of exempted company to partnershipConversion of partnership that is exempted and limited to an exempted companyConversion of company to limited liability companyConversion of a limited liability company to a companyContinuance of an incorporated segregated account as a companyPART XIOVERSEAS rseas company not to carry on business without a permitMutual fund exempted from requirement of a permitGrant of permit to overseas companyAnnual feesConditions subject to which permits may be grantedPrincipal representativesForm and proof of a permitAlteration of conditions of a permitRevocation of a permitRevocation procedureAppeals to Supreme CourtRegister of permit companies7
COMPANIES ACT s on activities of a permit companyPermit company and re-insuringPower of overseas and exempted companies to hold mortgagesRecords to be kept by permit companyInvestigation of affairs of permit companyLetter heads and service of process; permit companyOffences[repealed]Effect of repeals or amendments of other enactments and savingsApplication of certain sections to non-resident insurance undertakingsApplication of 1966:41 to permit companiesPART XIIMUTUAL COMPANIES152153154155155A156InterpretationMutual companies to create and maintain a reserve fundLiability of members on a winding upApportionment of assets of mutual companiesCriteria for determining membershipAct to apply to mutual companiesPART XIIAMUTUAL FUND 6K156L156M156N156O156PInterpretationRedemption and purchase of shares by mutual fundRedemption and purchase by mutual fund company of its own shares[repealed]Private Act companies incorporated with certain powers deemed to be mutualfundsCertain sections do not apply to mutual fundCertain companies incorporated after 1 July 1983 deemed to be mutual fundsCertification by Minister of fund as United Kingdom class schemeConditions to be satisfied for certificationRight of member to bring action against custodian or manager for loss suffered asa result of breach of bye-lawsPower of Minister to require rectification where fund no longer complies withstatutory conditionsCustodian and manager required to be independent of one anotherManager of fund deemed to be an officer of fundPower of directors to amend bye-laws to ensure compliance with prescribedrequirementsPower of Minister to direct custodian or manager of fund to furnish informationRegulations by Minister for Part XIIPART XIIIWINDING UP157Modes of winding up8
COMPANIES ACT y as contributories of present and past membersWinding up of limited company that was formerly unlimitedDefinition and nature of liability of a contributoryContributories in case of death or bankruptcy of a memberCircumstances in which company may be wound up by the CourtDefinition of inability to pay debtsApplications for winding upPowers of Court on hearing petitionPowers to stay or restrain proceedings against a companyAvoidance of dispositions of property etc. after commencement of winding upCommencement of winding up by the CourtStatement of company affairs to be submitted to Official ReceiverReport by Official ReceiverPower of Court to appoint liquidatorsAppointment of liquidatorsLiquidator who is not the Official ReceiverLiquidators; resignation, removal, salaryCustody and vesting of companies propertyPowers of liquidatorExercise and control of liquidator’s powersBooks to be kept by liquidatorRelease of liquidatorsReceipts by liquidatorAudit of liquidators’ accountsMeetings of creditors and contributories to determine whether committee ofinspection shall be appointedConstitution and proceedings of committee of inspectionPowers of Registrar where no committee of inspectionPower to stay winding upSettlement of list of contributories and application of assetsDelivery of property to liquidatorPayment of debts due by contributory to company and extent to which set-offallowedPower of Court to make callsOrder on contributory conclusive evidenceAppointment of special managerPower to exclude creditors not proving in timeAdjustment of rights of contributoriesInspection of books by creditors and contributoriesPower to order costs of winding up to be made out of assetsPower to summon persons suspected of having property of company etc.Power to order public examination of promoter and officerPower to arrest absconding contributoryPowers of Court cumulativeDelegation to liquidator of certain powers of the CourtEarly dissolutionConsequences of notice under section 199A9
COMPANIES ACT n of companyCircumstances in which a company may be wound up voluntarilyAppointment of liquidator and dissolution of company of limited durationNotice of resolution to wind up voluntarilyCommencement of voluntary winding upEffect of voluntary winding up on business and status of companyAvoidance of transfers etc. after commencement of voluntary winding upStatutory declaration of solvency in case of proposal to wind up voluntarilyMembers’ winding upPower of company to appoint and fix remuneration of liquidatorsPower to fill vacancy in office of liquidatorPower of liquidator to accept shares etc. as consideration for sale of property ofcompanyDuty of liquidator to call creditors’ meeting in case of insolvencyDuty of liquidator to call general meeting at end of each yearFinal meeting and dissolution. Members voluntary winding upAlternative provisions as to annual and final meetings in case of insolvency.Creditors’ winding upMeeting of creditorsAppointment of liquidatorAppointment of committee of inspectionFixing of liquidator’s remuneration and cessor of officers’ powersPower to fill vacancy in office of liquidatorApplication of s.210 to a creditors’ voluntary winding upDuty of liquidator to call meetings of company and creditors at end of each yearFinal meeting and dissolutionSections 225 to 233 apply to every winding upDistribution of property of companyPowers and duties of liquidator in voluntary winding upPower of Court to appoint and remove liquidator in voluntary winding upNotice by liquidator of his appointmentArrangement when binding on creditorsLiquidator’s power to stay voluntary winding upPower to apply to Court to have questions determined or powers exercisedCosts of voluntary winding upSaving for rights of creditors and contributoriesDebts of all description may be provedApplication of bankruptcy rules in winding up of insolvent companiesPreferential paymentsFraudulent preferenceLiability and rights of certain fraudulently preferred personsEffect of floating chargeDisclaimer of onerous propertyRestriction of rights of creditor as to execution or attachment in case of companybeing wound upDuties of Provost Marshal as to goods taken in executionOffences by officers of companies in liquidation10
COMPANIES ACT 258259260261261A261B261C262263264Penalty for falsification of booksFrauds by officers of companies which have gone into liquidationPersons concerned responsible for fraudulent tradingPower of Court to assess damages against delinquent officersProsecution of delinquent officers and members of companyBody corporate disqualified for appointment as liquidatorCorrupt inducement affecting appointment as liquidatorEnforcement of duty of liquidator to make returns etc.Notification that a company is in liquidationExemption of certain documents from stamp dutyBooks of company to be evidenceForm of books and papers of company and liquidatorsDisposal of books and papers of companyInformation as to pending liquidationsUnclaimed assets to be paid into Consolidated FundAppointment of commissioner to take evidenceThe swearing of affidavits etc.Power of Court to declare dissolution of company voidRegistrar may strike defunct company off registerStriking off an application by a companyWithdrawal of applicationObjections to strikeoffProperty of dissolved company to be bona vacantiaPower of Crown to disclaim title to property vesting under section 262Investment of surplus fundsPART XIVRECEIVERS AND MANAGERS265266267268269270271272Disqualification of undischarged bankrupt from acting as receiver or managerReceivers and managers appointed out of CourtNotification that receiver or manager appointedPower of Court to fix remuneration on application of liquidatorInformation where receiver or manager appointedDelivery to Registrar of accounts of receivers and managersEnforcement of duty of receiver to make returnsConstruction of references to receivers and managersPART XIVATRANSFER OF SECURITIES272ATransfer of securities [repealed]PART XIVBPOWER TO ASSIST FOREIGN REGULATORY AUTHORITIESPART XIVCFINTECH ADVISORY COMMITTEE272FFinTech Advisory Committee [repealed]11
COMPANIES ACT 1981PART 81282283284285286287287A288289Form of registersAccountant General and other officers may inspect books without chargePenalty for improper use of word “Limited”Production and inspection of books when offence suspectedAppeals to Supreme Court against revocation of licence under section 114B or129AOnus of proofProof of certificatePublication of ordersPenalty for false statements or failure to make a statementSection 80 of the Criminal Jurisdiction and Procedure Act 2015 not to applyApplication of finesDefault finesPower of Court to grant relief in certain casesSuits and actions against Registrar and Official ReceiverRegistrar and Official Receiver to be indemnified in respect of foreign suitsApplications to Supreme Court by originating summonsPower to enforce ordersAmendment of private ActsRepeal; amendments; transitional savingsRegulationsRulesSavingFIRST SCHEDULESECOND SCHEDULETHIRD SCHEDULEFOURTH SCHEDULEFIFTH SCHEDULESIXTH SCHEDULESEVENTH SCHEDULEEIGHTH SCHEDULEFEES FOR PROVISION OF COPIES AND ENTRIES IN REGISTERSNINTH SCHEDULERESTRICTED BUSINESS ACTIVITIESTENTH SCHEDULEPROHIBITED BUSINESS ACTIVITIESELEVENTH SCHEDULEREPEALED SECTION 120(1) SAVING PROVISIONS12
COMPANIES ACT 1981[preamble and words of enactment omitted]PART IINTERPRETATION AND APPLICATIONShort title and commencement1This Act may be cited as the Companies Act 1981.[Commencement provisions omitted]Interpretation2(1) In this Act unless the context otherwise requires—“affiliated company” has the meaning given in section 86(3);“appointed digital asset exchange”[Repealed by 2020 : 18 s. 84]“appointed jurisdiction” means a jurisdiction appointed under subsection (10);“appointed newspaper” means the Gazette or newspaper appointed by the Registrarunder subsection (6);“appointed stock exchange” means any stock exchange appointed by the Ministerunder subsection (9);“arrangement” includes a reorganization of the share capital of a company by theconsolidation of shares of different classes or by the division of shares intoshares of different classes or by both these methods;“attorney” means barrister and attorney;“bearer shares” means shares that may be transferred by delivery of the warrant orcertificate relating thereto;“Bermuda Monetary Authority” means the Bermuda Monetary Authorityestablished under the Bermuda Monetary Authority Act 1969;“book and paper” includes minutes, financial statements, accounts, records ofaccount, beneficial ownership register, deeds and writings;“bye-laws” means the bye-laws of a company as originally passed or as lawfullyaltered from time to time;“civil penalty”[Repealed by 2020 : 18 s. 84]“company” means a company to which this Act applies by virtue of section 4(1);“company limited by shares” and “company limited by guarantee” have themeanings given in section 5(2)(a) and (b);“competent regulatory authority” means any authority appointed by the Ministerby notice in an appointed newspaper;13
COMPANIES ACT 1981“contributory” has the meaning given in section 159;“Court” means the Supreme Court;“creditors’ voluntary winding up” has the meaning given in section 206(4);“debenture” includes debenture stock, bonds and any other securities of a companywhether constituting a charge on the assets of the company or not;“default fine” has the meaning given in section 280;“director” includes any person duly elected or appointed as a director of a company,an alternate director and any person occupying the position of director bywhatever name called;“document” includes books and papers, notices, written requests, reports, returns,applications, instruments, registers and legal processes, including orders andsummonses;“electronic record” has the meaning given in section 2 of the ElectronicTransactions Act 1999, and includes any electronic code or device necessaryto decrypt or interpret the electronic record;“exempted company” has the meaning given in section 127;“exempted undertaking” means an exempted company, or permit company or anexempted partnership as defined in the Exempted Partnership Act 1992 or anexempted LLC as defined in section 21 of the Limited Liability Company Act2016;“general rules” means general rules made under section 288(2) and includes forms;“holding company” has the meaning given in section 86(2);“Initial Coin Offering” or “ICO”[Repealed by 2020 : 18 s. 84];“land” in relation to land held by a company under this Act, includes land coveredby water and any building erected on land and any estate, interest or right inor over any land or building, except that it does not include easements ormortgages in or over any land or building;“local company” means any company incorporated in Bermuda other than anexempted company;“member” has the meaning given in section 19;“members’ voluntary winding up” has the meaning described by section 201;“memorandum” means the memorandum of association of a company, as originallydelivered to the Registrar or as lawfully altered from time to time;“minimum subscription” has the meaning given in section 28;“Minister” means the Minister of Finance or such other Minister as may beappointed to administer this Act;14
COMPANIES ACT 1981“mutual company” has the meaning given in section 152;“non-resident insurance undertaking” has the meaning given in section 1 of theNon-Resident Insurance Undertakings Act 1967 ;“Official Receiver” means the Official Receiver appointed under section 3 or suchother person as may be performing his duties under this Act;“officer” in relation to a body corporate, includes director and secretary;“overseas company” means any body corporate incorporated outside Bermudaother than a non-resident insurance undertaking;“permit” means a permit issued under section 134;“permit company” means any company with a valid permit;“prescribed” means prescribed by statutory instrument made under this Act;“prospectus” means any prospectus, notice, circular, advertisement, or otherinvitation offering to the public for subscription or purchase any shares ordebentures in a company;“receiver” or “manager” have the meaning given in section 272;“register” means the register of companies maintained under section 14(1);“Registrar” means the Registrar of Companies appointed under section 3 or suchother person as may be performing his duties under this Act;“relevant activity” has the meaning given in section 2 of the Economic SubstanceAct 2018.“share” means share in the share capital of a company and includes stock;“statutory meeting” means the meeting required to be held under section 70;“subsidiary company” has the meaning given in section 86;“unlimited liability company” has the meaning given in section 5(2)(c).(2) Wherever in this Act an obligation or duty is placed on a company or a companyis authorised to do any act, then unless it is otherwise provided such obligation, duty or actmay be carried out by the directors of the company, or by the director of the company, wherethe affairs of the company are managed by only one director.(2A) Wherever in this Act an obligation or duty is placed on directors or directorsare authorised to do any act, then unless it is otherwise provided such obligation, duty oract may be carried out by the director of the company, where the affairs of the company aremanaged by only one director.(3) A person shall not be deemed within the meaning of any provision of this Actto be a person in accordance with whose directions or instructions the directors of acompany are accustomed to act, by reason only that the directors of the company act onadvice given by him in a professional capacity.15
COMPANIES ACT 1981(4) The expressions “shall be liable to a fine” or “shall be liable to imprisonment”when used in this Act shall mean “shall be guilty of a summary offence and shall be liableon conviction to a fine” or “shall be guilty of a summary offence and shall be liable onconviction to imprisonment”, as the case may be, and all fines and terms of imprisonmentshall be deemed to be maximum fines or periods of imprisonment, as the case maybe.(5) Where it is stated that a person shall be guilty of contempt of court he shall bedeemed to have committed an offence under section 5 of the Administration of Justice(Contempt of Court) Act 1979 [title 8 item 1B].(6) The Registrar shall from time to time publish in the Gazette a list of newspapersappointed for the purposes of this Act.(7) Any requirement in this Act to use the word “Limited” may be met by the useof the abbreviation “Ltd.”.(8) In this Act the expression “member” includes shareholder and the expression“shareholder” includes member.(9) The Minister may appoint a stock exchange and shall cause the appointmentto be published in an appointed newspaper.16
COMPANIES ACT 1981(10) The Minister may appoint a jurisdiction and shall cause the appointment to bepublished in an appointed newspaper.[Section 2 amended by 1992:51 effective 1 July 1992; by 1992:66 effective 8 August 1992; by 1993:37effective 13 July 1993; by 1994:22 effective 13 July 1994; by 1998:35 effective 5 October 1998;“competent regulatory authority” inserted by 2003:1 s.2 effective 14 February 2003; “book and paper”amended, “document” substituted, “electronic record” inserted, by 2006:40 s.2 effective 29 December2006; subsection (1) "director" repealed and substituted by 2011 : 43 s. 2 effective 18 December 2011;subsection (2) repealed and substituted by 2011 : 43 s. 2 effective 18 December 2011; subsection (2A)inserted by 2011 : 43 s. 2 effective 18 December 2011; subsection (1) "land" inserted by 2014 : 13 s. 2effective 27 March 2014; subsection (1) "exempted undertaking" amended by 2016 : 40 s. 258 effective1 October 2016; subsection (1) "book and paper" amended by 2
Effect of memorandum and bye-laws Alterations in memorandum or bye-laws increasing liability to contribute to share capital not to bind existing members without consent Copies of memorandum and bye-laws to be given to members Definition of member [repealed] Form of contracts Bill
