Companies Act 1981 - Bermuda Laws

1 FAERNATFTQUOUBERMUDACOMPANIES ACT 19811981 : 59 TABLE OF CONTENTSPART IINTERPRETATION AND APPLICATIONS hort title and commencementInterpretationDelivery of electronic records generallyAppointment of RegistrarApplicationRestricted business activitiesRestricted business activity relating to corporate land holdingProhibited business activitiesPART IIINCORPORATION OF COMPANIESMode of forming a companyRegistration of companiesRequirements of memorandumProhibition of registration of Companies with undesirable namesPower to dispense with limited in name of charitable and other companiesChange of name of a companySecondary nameObjects and powers of a companyProcedure for alteration of memorandumBye-lawsRegistration of companiesRe-registration of limited liability company as unlimited liability companyRe-registration of unlimited liability company as company limited by

2 Shares or byguarantee122A344A4AA4B567891010A111213 1414A14B1 Companies ACT 1981 Certificate of incorporation to be conclusive evidenceEffect of memorandum and bye-lawsAlterations in memorandum or bye-laws increasing liability to contribute to sharecapital not to bind existing members without consentCopies of memorandum and bye-laws to be given to membersDefinition of member[repealed]Form of contractsBills of exchange and promissory notesExecution of documentsAuthentication of documentsAgreement not to exercise powersPART IIIPROSPECTUSES AND PUBLIC OFFERSI nterpretation of Part IIIC ompany offering shares to public shall publish a prospectusContents of a prospectusMinimum amount required to be raised to be stated in prospectusCompanies continuously offering shares to the publicOffences relating to the issue of a prospectusCivil liability for mis-statements in prospectusWhen experts are not liableRestriction on alteration of terms mentioned in prospectusRulesPART IIIAINITIAL COIN OFFERINGI nterpretation of Part IIIAR estriction on issuing Initial Coin OfferingCompany offering digital assets to public shall publish an ICO offer documentContents of an ICO offer documentCompanies offering digital assets

3 To the publicProviding a communication facility; cooling-off rightsGeneral Initial Coin Offering risk warningIdentification of persons in relation to ICO offer documentSecurity of digital assets, confidentiality, disclosure of informationOffences relating to the issue of an Initial Coin OfferingCivil liability for mis-statements in ICO offer documentWhen experts are not liableRegulationsCode of ConductPower to obtain information and reportsApplication of Public Access to Information Act 2010 PART IVSHARE CAPITAL DEBENTURES AND DIVIDENDS1516171819202122232424A25262728 29303132333434A34B34C34D34E34F34G34H34I3 4J34K34L34M34N34O34P2 Companies ACT 1981 Prohibition of allotment unless minimum subscription receivedEffect of irregular allotmentPenalty for the contravention of section 36 Payment of commissionsFinancial assistance generally prohibited [repealed]

4 Exclusion from prohibition on financial assistance [repealed]Circumstances where financial assistance is permitted [repealed]Conditions applicable to giving of financial assistance under section 39B[repealed]Application of premiums received on issue of sharesMeaning of reserve Power to issue redeemable preference sharesPurchase by a company of its own sharesTreasury sharesPower to convert preference shares into redeemable preference sharesPower of company to arrange for different amounts being paid on sharesPower of company limited by shares to alter its share capitalReduction of share capitalRights of holders of special classes of sharesNature and transfer of sharesTransfer by estate representativeNotice of refusal to register transferDuties of company with respect to the issue of certificatesCertificate to be evidence of title and evidence of grant of probateBearer shares prohibitedDividends and other distributionsRight to claim damagesPART VTHE REGISTRATION OF CHARGESR egister of charges; registration.

5 PrioritiesAmendment of registerCorrection of registerRegistration of series of debenturesRegistration of particulars of commission paidEntry of satisfaction; release of property from chargeRegistration of enforcement of securityApplication of Part V to charges created and acquired by company incorporatedoutside BermudaPART VIMANAGEMENT AND ADMINISTRATIONR egistered office of companyService of documentsPublication of name of companyRestriction on commencement of businessRegister of members353637383939A39B39C40414242A42B43 444546474849505152535454A5555A5657585960 616262A6364653 Companies ACT 1981 Inspection of registerOffences relating to the register of membersPower of Court to rectify registerRegister to be evidenceProvisional directors and their powersFirst general meeting of members to elect directorsGeneral meetingsElection to dispense with annual general meetingsFailure to hold annual general meeting or to elect directorsPosition when election of directors does not take

6 PlaceConvening of special general meeting on requisitionLength of notice for calling meetingsTelephonic, etc. meetingPower of Court to order meetingVoting at meetingsResolution in writingRepresentation of corporations at meetingsCirculation of members resolution, to be met before company bound to give notice of resolutionMinutes of proceedings to be keptInspection of minute booksKeeping of books of accountFinancial statements to be laid before general meeting[repealed]Definition of subsidiary and holding companiesRight to receive copies of balance sheet of summarised financial statements to shareholdersAscertainment of shareholders electionProvision of full financial statements for inspectionPower to waive laying of accounts and appointment of auditorAppointment and disqualification of auditorAnnual auditElection of directorsRepresentation of director by another directorDirectors entitled to receive notice of meetings, of secretaryRegister of directors and officersRegister of DirectorsRemoval of directorsUndischarged bankrupt not to take part in management of a companyCourt may order that a convicted person shall not take part in the managementof the affairs of a companyProhibition of loans to directors without consent of membersDuty of care of officersExemption.

7 Indemnification and liability of officers, of officersLiability of auditor or officer6666A676869707171A7273747575A7677 77A7879808182838485868787A87B87C88899091 91A91B9292A92B93949596979898A98(B)4 Companies ACT 1981 PART VIABENEFICIAL OWNERSHIPI nterpretation of this PartApplication of this PartCompany to identify beneficial ownersMeaning of beneficial ownerCompanies to obtain information regarding beneficial ownersCompany to issue notice to beneficial ownersBeneficial ownership registerDuty to keep beneficial ownership registerCompany to keep beneficial ownership register up-to-date and currentDisputes regarding beneficial ownershipPower of Court to rectify beneficial ownership registerBeneficial ownership information to be filed with Bermuda Monetary Authority; compliancemeasuresFiling of beneficial ownership information with Bermuda Monetary AuthorityCompliance measuresNotice by company imposing restrictionsPower to obtain information and reportsOffencesMiscellaneousConfidential ityPrivileged informationApplication of Public Access to Information Act 2010 Application of Personal Information Protection Act 2016 Other provisions concerning beneficial ownership or registers etc.

8 Not affectedNoticesPART VIIARRANGEMENTS, RECONSTRUCTIONS, AMALGAMATIONS AND MERGERSP ower to compromise with creditors and membersInformation as to compromise with creditors and membersReconstruction of companiesPower to acquire shares of shareholders dissenting from scheme or contractapproved by majorityHolders of 95% of shares may acquire remainderAmalgamation of companiesAmalgamation or merger of exempted company and foreign corporation andcontinuation as an exempted companyAmalgamation or merger of exempted company and foreign corporation andcontinuation as a foreign corporation98C98D98E98F98G98H98I98J98K98 L98M98N98O98P98Q98R98S98T98U991001011021 03104104A104B5 Companies ACT 1981 Documents to be filed on amalgamation or merger and continuation as a foreigncorporationProvisions applicable to amalgamation or merger and continuation as a foreigncorporationEffect of

9 Amalgamation of company under section 104B [repealed]Minister s refusal to grant consent [repealed]Regulations [repealed]Merger of companiesAmalgamation agreement or merger agreementShareholder approvalShort form amalgamation or mergerRegistration of amalgamated or surviving companiesEffect of certificate of amalgamated or surviving companiesPART VIIITHE INVESTIGATION OF THE AFFAIRS OF A COMPANY AND THE PROTECTION OFMINORITIESI nvestigation of the affairs of a companyAlternative remedy to winding up in cases of oppressive or prejudicial conductPreservation of the books and assets of a companyPART IXLOCAL COMPANIESI nterpretation of Part IX and Third ScheduleCircumstances in which local company may carry on businessApplication for licenceGranting and revocation of licenceFees payable by local licensed companyHotel companiesPenalty for improper exercise of voting rightsReturn of shareholdingsAllotment and transfer of sharesMinister may

10 Require informationAcquisition of land by local companiesCompanies to make declarations and pay annual taxAccountant General may call for auditor s certificateRecovery of annual tax[repealed]Certain Companies exempt from taxInterpretation of sections 121 to 125 PART XEXEMPTED COMPANIESM eaning of exempted companyExempted company to be an exempted undertakingRestriction on acquisition of propertyCircumstances in which exempted company may carry on business in Bermuda104C104D104E104F104G104H105106107 108109110111112113114114A114B114C1151161 1711811912012112212312412512612712812912 9A6 Companies ACT 1981 Requirements for officers or representatives in BermudaAnnual feesInvestigation of affairs of exempted companyDenomination of capital of exempted companiesSection 124 applies to an exempted companyPART XACONTINUANCE AND DISCONTINUATION OF COMPANIESC ontinuance in BermudaProvisions of Act applying to memorandum of continuance and certificate ofcontinuanceConsequences of continuance of foreign corporationContinued