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Bermuda Company Law

Bermuda Companies Act 1981 – Company Law

The Bermuda Companies Act 1981 is the official document stating the regulations of a company incorporated in Bermuda.

Company Name  BVI Registered Office

No company shall be registered with a name which in the opinion of the Registrar is undesirable.

No company shall be permitted to be registered with a name which is identical with the name by which a company is registered or incorporated under this Act or any other Act or so nearly resembles that name as to be likely to deceive unless that company signifies its consent in such manner as the Registrar may require.

Registered Office and Registered Agent

A company shall at all times have a registered office in Bermuda which shall not be a post office box to which all
communications and notices may be addressed.

On incorporation the situation of the company’s registered office is that specified in a notice in the prescribed form given to the Registrar

Memorandum of Association BVI Registered Office

Requirements of Memorandum

The memorandum of every company must state:

The name of the company and, in the case of a company limited by shares or a company limited by guarantee, subject to section 9, the word “Limited” as the last word of the name;
-In the case of a company limited by shares or a company limited by guarantee, that the liability of its members is
limited;
-The objects of the company or that its objects are unrestricted;
-The secondary name of the company, if any
– The names, addresses and nationalities of the persons who subscribe their names to the memorandum and
which of them, if any, has Bermudian status;
-Whether the company is to be an exempted company;
-The maximum land holding powers of the company in relation to land situate in Bermuda and, where it is proposed that the company shall acquire a particular parcel of land, a full description of that parcel; and
-The period, if any, fixed for the duration of the company, or the event, if any, on the occurrence of which the
company is to be dissolved.

In the case of a company limited by shares the memorandum must also state —

-The amount of share capital with which the company proposes to be registered and the division thereof into
shares of a fixed amount; and
-That the persons who subscribe their names to the memorandum agree to take such number of shares of the company as may be allotted to them respectively by the provisional directors, not exceeding the number of shares for which they respectively subscribe, and that they agree to satisfy such calls as may be made on them by the directors, provisional directors or promoters in respect of the shares allotted to them.
-Subject to section 154 the memorandum of a company limited by guarantee must state that each member undertakes to contribute to the assets of the company in the event of it being wound up while he is a member, or within one year after he ceases to be a member, for the payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs charges and expenses of winding up, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a
specified amount.
-The memorandum of every company shall be signed by each subscriber in the presence of at least one witness who shall attest the signature.
-Where the memorandum of a company is delivered to the Registrar as an electronic record, it shall be authenticated by eachsubscriber in the manner directed by the Registrar and subsection (4) does not apply.
-A company may not alter the provisions of its memorandum except in a manner provided in this Act.

Directors

The Companies Act 1981 requires a Bermuda company must have at least one Bermuda resident statutory officer, and if there are no Bermuda resident directors then at least the secretary or an additional officer known as the Resident Representative must be resident in Bermuda.

There is no maximum age for directors, nor is there any restriction on the number of directorships an individual can hold. There are no nationality or residency requirements for directors. Corporate directors are permitted. Directors are appointed by shareholders or by the board where permitted by the company’s bye-laws.
There are no employee (worker), gender or other quotas/requirements for directors, however, an undischarged bankrupt cannot serve as a director.

Shareholders

Only one shareholder is required. 100% foreign ownership is permitted with a Bermuda exempt company not conducting local business.

Share Capital

Shares of a corporation shall be in registered form and shall be without nominal or par value. There are no minimum capital requirements.

Good Standing Certificate BVI Registered Office

A Certificate of Compliance more often referred to as a Certificate of Good Standing, confirms a Bermuda company was incorporated under the laws of Bermuda and has a status of Good Standing with the Bermuda Ministry of Economic Development under the 1981 Companies Act.

Winding Up & Dissolution

When the affairs of a company have been completely wound up, the Court, if the liquidator makes an application in that behalf, shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly.

A copy of the order shall within fourteen days from the date thereof be forwarded by the liquidator to the Registrar who shall make in his books a minute of the dissolution of the company. If the liquidator makes default in complying with the requirements of this section, he shall be liable to a default fine.

Circumstances in which a company may be wound up voluntarily

A company shall be wound up voluntarily when the company resolves in general meeting that the company be wound up voluntarily; or

Appointment of liquidator and dissolution of company of limited duration

A company shall be wound up voluntarily upon the expiration of the period fixed for the duration of the company by its incorporating Act or its memorandum or upon the occurrence of the event on the occurrence of which its incorporating Act or its memorandum provides that the company is to be dissolved and thereafter the company shall be dissolved in accordance with this Part.

Bermuda Companies Amendment 2008