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Bermuda: Types of Company

Introduction

This page was last updated on 2 August 2019.

The Bermuda Companies Act 1981 (Companies Act) has undergone several amendments since it first went into force. Key aspects of the Companies Amendment Act 2006 were as follows:

  • Companies may now have unrestricted object clauses
  • No minimum level of share capital
  • Secondary company names may be in languages other than English
  • Companies may now own their own shares
  • Notices and documents may now be sent by email or displayed on a website
  • Deeds no longer have to be sealed
  • Company directors may obtain more extensive liability insurance.

Further changes were incorporated into the Companies Amendment (No 2) Act 2011 which came into effect on December 18, 2011. Key aspects of this amendment are as follows:

  • Sole directors and corporate directors of Bermuda companies are now permitted
  • Annual general meetings may be waived
  • Paperless share transfers for listed companies
  • Solvency test amendments now allow Bermuda-based companies to declare dividends or distributions when recording a profit
  • A new merger process provides an alternative to the existing amalgamation procedure.

In 2018, more changes to the Companies act were brought into force. From 21 March 2018, all companies limited by shares (or any other company with share capital) must file information the company has to include in its bylaws (or articles of association) relating to share transfer and certain other information with the registrar of companies.

Companies specified in the newly intorduced Part 6A must now also keep a register of beneficial ownership. The definition of beneficial owner of a company was changed to ‘any individual or individuals who are said to control more than 25% of the shares or voting rights in a company through direct or indirect ownership.’ If there are no such persons, the company’s senior manager is deemed the beneficial owner.

 

 

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