The Bermuda Companies Act 2006 is expected to come into force shortly. It incorporates
a wide range of improvements to legislation which essentially dates from 1981,
in response to a request from the Minister of Finance that the law should be
updated 'to meet the demands of business in the twenty-first century'.
Key aspects of the new legislation are as follows:
- Companies may now have unrestricted objects clauses;
- There is now no longer a minimum level of share capital;
- Secondary company names in languages other than English are permitted;
- Companies may now own their own shares;
- Notices and documents may now be sent by e-mail or displayed on a web-site;
- The requirement for deeds to be sealed has been abolished;
- Company directors are authorized to obtain more extensive liability insurance.
Currently, Bermudan companies are usually formed by registration under the
Companies Act 1981 as amended, taking between two and five days depending on
whether the Minister's approval is required. An application for registration
is made to the Bermuda Monetary Authority, giving details of the proposed beneficial
ownership and the proposed name is reserved with the Registrar of Companies;
some sensitive words are not permitted, including 'bank'. When business requirements
are unusual a company can be formed by Act of Parliament, which takes about
two months.
Local companies must be 60% owned by a Bermudian and they can trade within
the domestic economy. Two directors are required who cannot be corporate but
need not be Bermudian; a secretary is required, does not have to be local, and
can be corporate. At least one shareholder is required and nil-value shares
are not permitted. The minimum capital was previously $12,000 and there is an
annual fee related to the authorised capital, which does not have to be issued.
Accounts must be kept at a local registered office along with the share register
and minutes of shareholders' and directors' meetings although the accounts are
not open to inspection. The share register, register of directors and officers,
certificate of incorporation and memorandum and articles of association are
all publicly accessible. Shelf companies are not obtainable but old companies
are available on occasion.