Recent legislative and regulatory developments in Bermuda that companies need to be aware of

Bermuda is a popular choice of jurisdiction of incorporation for many businesses listed on Hong Kong’s stock exchange. Companies need to be aware of some of the recent legislative and regulatory developments in Bermuda.

The Companies Amendment Act 2018 (Amendment Act) received Royal Assent on 15 May 2018 but has a retroactive operative date of 21 March 2018. Companies have until 21 September 2018 to be in compliance with the new requirements as thereis a transition period of 6 months from the date it was deemed to be operative.

The Amendment Act added a new section 13(2A) to the Companies Act 1981 which requires companies limited by shares or have a share capital to file with the Registrar of Companies the provisions in its bye-laws in relation to:

  1. transfer of shares and the registration of estate representatives of deceased shareholders;
  2. duties of the secretary to the company; and
  3. the number of members required to constitute a quorum at any general meeting of the members of the company.

The Amendment Act also added a new section 13(2B) to the Companies Act 1981 which provides that information obtained for the purposes of subsection (2A) shall not be made available to the public.

The Office of the Registrar of Companies has published a notice setting out how the requisite information can be filed electronically. Further information will be provided once this has been properly tested.

In addition, Bermuda government fees were revised and increased (but in many cases were not material) with effect from 1 April 2018. Fees that were increased include: (i) annual fees for exempted companies and partnerships; (ii) search and filings fees; (iii) fees payable by electricity providers and (iv) fees for registration of trade marks and service marks. However, the updated annual fees do not apply to all Bermuda companies: an example would be Bermuda insurance companies whereby its annual and registration fees are prescribed under the Bermuda monetary Authority Act 1969 and the Insurance Act 1978.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.