Financial Crime World

Bermuda Company Law: Key Requirements and Obligations

Filing Requirements and Bye-Laws

  • Bye-law Filing Requirements: Every Bermuda company with a share capital must file its bye-laws related to transferring shares, registering estate representatives of deceased shareholders, duties of the secretary, and quorum for general meetings within 30 days of any amendments.
  • Seal: A company may have a Common Seal and one or more duplicate seals for use inside or outside Bermuda but is not required to do so.

Beneficial Ownership Register

  • Establishment and Maintenance: All Bermuda companies (except exempted ones) must establish and maintain a beneficial ownership register at their registered office, identifying individual beneficial owners and relevant legal entities.
  • Updates: Updates to this register must be made within 14 days after notification of changes.
  • Exemptions: Companies listed on the Bermuda Stock Exchange or an overseas stock exchange designated by the Minister of Finance, overseas companies, financial institutions as defined in the Third Schedule to the BMA Act 1969, and any other type of company or entity exempted by the Minister are not required to maintain a beneficial ownership register.

Company Meetings

  • Annual General Meeting: Companies must hold an annual general meeting of members in each calendar year unless this requirement is waived by resolution of the members.
  • Proxies: Members may appoint proxies.
  • Financial Statements: Audited financial statements must be laid before the company in general meeting.

Annual Requirements

  • Annual Declaration: An annual declaration must be submitted to the Bermuda Government on or before January 31st of every year together with the prescribed fee.
  • Penalties for Non-Compliance: Failure to comply with beneficial ownership requirements may result in significant criminal and civil penalties for both companies and individuals. Additionally, shares may be subject to restrictions on transfers, voting rights, and other interests.

This summary provides a broad overview of the key points from the Conyers Dill & Pearman publication regarding Bermuda company law. However, it should not be relied upon for specific advice and it is recommended that you consult with a qualified professional for tailored guidance.