2016 was a rather exciting year for Bermuda from the legislative
and regulatory perspective not only for the quantity and quality of
developments in this arena over the past year but also because of
the notable achievements of the jurisdiction such as attaining EU
Solvency II equivalence and the establishment of brand new LLC
legislation – milestones that ensure Bermuda maintains its
competitive edge. Some brief highlights of 2016 follow:
Limited Liability Companies Law - The Limited
Liability Company Act was passed in 2016 which introduced the
limited liability company (LLC) vehicle for the first time ever in
Bermuda. The LLC is a hybrid entity which merges characteristics of
both a partnership and a company limited by shares. It is a very
flexible vehicle which provides a useful alternative structuring
option to complement the existing choice of vehicles in Bermuda.
The introduction of the LLC arose from requests from US
stakeholders and is significant given the substantial amount of US
business and investment in Bermuda.
Partnerships Law - Bermuda's limited
partnership legislation was extensively updated recently and
further fine-tuned in 2016. The changes grant partnerships
additional rights enjoyed by exempted companies and include greater
flexibility for internal governance, conversion to and from
exempted limited companies, establishment of a register of charges
for partnerships with separate legal personality, continuance and
discontinuance procedures. These amendments benefit Bermuda's
asset management sector and improve our jurisdiction's product
Rights of Third Parties - The Contracts
(Rights of Third Parties) Act 2016 (Rights of Third Parties Act)
was modelled on the UK equivalent which allows parties to vary the
common law doctrine of "privity of contract".
The Bermuda legislation allows third parties to enjoy the benefits
and enforce the provisions of a contract if the third party is
expressly identified in the contract and the contract expressly
provides that the third party may enforce the contract's terms.
The Rights of Third Parties Act is particularly appealing to the
investment funds industry, third party service providers, advisors
Public Directors' Register - In Bermuda,
director and officer registers as well as shareholder registers are
accessible to the public at a company's registered office.
However, recent company law changes mean that Bermuda companies are
also now required to file director information with the Registrar
of Companies to be held in a central database that will be open to
Corporate Service Providers Regulation - 2016
saw the implementation of the requirement by the Bermuda Monetary
Authority for Bermuda's corporate service providers to be
licensed and regulated. The regime regulates the activities of
entities providing (inter alia) company secretarial and
administrative services as well as company formation services, and
ensures that corporate service providers act within best practices
whilst maintaining Bermuda's reputation as a well-regulated
Corporate and Tax Transparency – Bermuda
is internationally recognised as a jurisdiction that advances
corporate and tax transparency and compliance. It is an early
adopter of the OECD's Common Reporting Standard (CRS) which
effectively began on 1 January, 2016 and in April 2016 Bermuda
became the 33rd signatory of the Multilateral Competent Authority
Agreement for Country-by-Country (CbC) reporting which is a
component of the OECD's Base Erosion and Profit Shifting (BEPS)
Project. Multinational groups based in Bermuda which
satisfy the criteria requiring submission of a CbC report are
required to collect and submit information for fiscal years
starting on or after 1 January, 2016.
EU Solvency II Equivalence - Bermuda achieved
coveted full "third-country equivalence" with the EU
Solvency II equivalence regime in 2016 which ensures that
Bermuda's commercial (re)insurers and insurance groups do not
face market barriers when competing for and writing business in the
EU, a boon to Bermuda's thriving (re)insurance industry.
As originally published in The Royal Gazette on 10
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Confidentiality of corporate documents and information is one of
the key attractions of incorporating a company in the BVI. A
company search of the BVI Registrar of Corporate Affairs will only
disclose certain information and documents.
The primary sources of regulation of M&A in the British Virgin Islands are the Business Companies Act, 2004 (the "Companies Act") and common law.
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