The 2015 POCA Amendment Act came into force on 1 January 2016
except for the operation of section 25 in relation to the Register
of Directors, which was later brought into effect and operative so
that the public Register of Directors must be completed by
31 December 2016.
This is an annual an annual filing requirement for the directors
of Bermuda registered companies under the Companies Act 1981,
including their names and addresses, and it is necessary to notify
the Registrar of Companies of any changes during the year. There is
no time period specified within which the notification of change is
to be made, but presumably it must be filed as soon as reasonably
practicable after a change has been made. This duplicates the
present system where there is a register of directors and officers
available for inspection at the registered office, and which
remains in place.
This will increase the administrative burden, but it is not
onerous: what is surprising is the proposed penalty for a failure
to comply: imprisonment or a fine of up to two thousand dollars on
summary conviction, or up to five years and a fine of five thousand
on indictment. This is a possible concern for corporate service
providers because it appears as if the offence is a strict
liability offence, requiring no guilty intent, and a director's
resignation takes effect (usually) on the date it is executed, not
on the date it is received by the Secretary. One hopes that the
provision will not be applied in cases where there is a reasonable
explanation for delay in making the filing.
For previous posts related to this topic, please see:
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