Basics
Companies legislation
| Bermuda | Companies Act 1981, as amended (BDCA). |
| BVI | BVI Business Companies Act 2004, as amended (BCA). |
| Cayman | Companies Law (as revised) Limited Liability Companies Law (as revised) Foundation Companies Law, 2017 |
| Guernsey | The Companies (Guernsey) Law, 2008, as amended (CGL). |
| Jersey | The Companies (Jersey) Law 1991, as amended (CJL). |
Types of company available
| Bermuda |
A Bermuda exempted company (BDAco) can be:
Note: other types of corporate entity also exist in Bermuda, including limited liability companies, overseas "permit" companies, local companies and companies formed by way of private act. |
| BVI |
A British Virgin Islands company (BVIco) can be:
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Types of company available
| Cayman |
A Cayman Islands company (Cayco) can be:
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| Guernsey |
A Guernsey company (Gco) can be:
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| Jersey |
A Jersey company (Jco) can be:
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Public/private companies
| Bermuda | The BDCA does not distinguish between private and public companies. |
| BVI | The BCA does not distinguish between private and public companies. |
| Cayman | Cayman company laws do not distinguish between private and public companies. |
| Guernsey | All companies are private with no public filing of accounts. |
| Jersey | A Jco can be either a private company or a public company. |
Share buybacks/redemptions
| Bermuda |
A company limited by shares, or other company having a share capital, may, if authorized to do so by its memorandum or bye-laws, purchase its own shares. A company limited by shares, or other company having a share capital, may issue preference shares which (I) if so authorized by its bye-laws, are, or at the option of the company are to be liable, to be redeemed; (II) if so authorized by its memorandum of association at the option of the holder are to be liable to be redeemed: Provided that (i) no such shares shall be redeemed except out of the capital paid up thereon or out of the funds of the company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; and (ii) the premium, if any, payable on redemption, is provided for out of funds of the company which would otherwise be available for dividend or distribution or out of the company's share premium account before the shares are redeemed. No repurchase or redemption of shares may be effected if, on the date on which the repurchase/redemption is to be effected, there are reasonable grounds for believing that the company is, or after the repurchase/ redemption would be, unable to pay its liabilities as they become due. |
| BVI | Permitted if permitted, or not expressly prohibited, by the Memorandum and Articles. Buybacks or redemptions may be made: (i) in accordance with the provisions/procedures set out in the Memorandum and Articles with the consent of the affected shareholders; (ii) by an offer to all shareholders which would leave relative voting and distribution rights unaffected and which affords each shareholder a reasonable opportunity to accept the offer; or (iii) by an offer to one or more shareholders to which all shareholders have consented in writing or which is otherwise permitted by the Memorandum and Articles and for which director resolutions have been passed confirming that the buyback or redemption is for the benefit of the remaining shareholders and the terms of the offer (including the consideration) are fair and reasonable to the BVIco and the remaining shareholders. Buybacks and redemptions must satisfy the solvency test immediately after the buyback or redemption. |
| Cayman | Permitted if permitted by the Memorandum or Articles. Redemptions and repurchases are subject to satisfying the solvency test. |
| Guernsey | Permitted if permitted by the Articles or, in respect of redemptions, any separate terms of issue of the shares. An ordinary resolution is required to approve an off market share buyback and holders of the shares that are the subject of the buyback are excluded from voting. A Gco must satisfy the solvency test immediately after the redemption or buyback. |
| Jersey | Permitted and, for redemptions, if permitted by the articles of association and can convert issued nonredeemable shares into redeemable shares. If Jco is not an open ended investment company (OEIC), all the directors authorising the buyback/redemption must make a solvency statement among other things that immediately following the date on which the payment is proposed to be made Jco will be able to discharge its liabilities as they fall due and that it will be able to continue to carry on business and discharge its liabilities as they fall due until the expiry of 12 months immediately following that date. If Jco is an OEIC, the authorising directors must have reasonable grounds for believing that immediately following the date on which the payment is proposed to be made Jco will be able to discharge its liabilities as they fall due. A buyback must be sanctioned by a special resolution except where the purchase is by a wholly-owned subsidiary. If the shares are to be purchased: (i) otherwise than on a stock exchange, an additional resolution is required to approve the relevant purchase contract; or (ii) 'on exchange', the special resolution above must also specify certain terms of the purchase. |
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