Companies Act 1981

Summary

This is Bermuda's principal companies statute, governing the formation, operation, financing, restructuring and winding up of companies in Bermuda. It applies broadly to local companies, exempted companies, overseas (permit) companies, mutual companies and mutual fund companies, and sets out the powers of the Registrar of Companies and, for beneficial ownership matters, the Bermuda Monetary Authority (BMA).

• Incorporation and share capital: Rules for forming companies, memoranda and bye-laws, share capital, share transfers, dividends, and registration of charges.
• Management and administration: Requirements for registers of members and directors, general meetings, keeping of accounts, appointment and duties of auditors and directors, and director/officer conduct rules.
• Beneficial ownership (Part VIA): Companies must identify their beneficial owners, obtain and keep beneficial ownership information current, maintain a beneficial ownership register, and file beneficial ownership information with the BMA, subject to confidentiality and compliance measures.
• Local, exempted, overseas and mutual fund companies: Separate licensing/permit regimes: local companies need a licence to carry on business, overseas companies need a permit, exempted companies have restrictions on local business and must pay annual fees, and mutual fund companies have specific redemption and reserve requirements.
• Arrangements, amalgamations and mergers: Procedures for compromises with creditors, reconstructions, amalgamations and mergers, including shareholder approval and filing of amalgamation/merger documents.
• Winding up (Part XIII): Detailed procedures for compulsory and voluntary winding up, appointment and powers of liquidators, creditor and contributory rights, and dissolution of companies.

The Act has been amended dozens of times since 1981 and remains in force as Bermuda's core company law framework; the version reviewed reflects amendments through 2023.

Key obligations

• Companies must identify their beneficial owners and obtain information regarding beneficial owners as required under Part VIA
• Companies must establish and keep a beneficial ownership register up to date and current
• Companies must file beneficial ownership information with the Bermuda Monetary Authority and comply with any compliance measures or notices imposing restrictions issued in relation to that information
• Companies must keep a register of members and a register of directors and officers and make them available for inspection as required
• Companies must keep proper books of account and lay financial statements before the general meeting, subject to audit requirements unless waived
• Local companies must obtain a licence before carrying on business in Bermuda and pay associated fees
• Overseas companies must obtain a permit before carrying on business in Bermuda, unless exempted as a mutual fund
• Exempted companies must pay prescribed annual fees to remain in good standing
• Liquidators must call creditors' and members' meetings, keep prescribed books, and make statutory returns during a winding up
• Companies undertaking an amalgamation or merger must file the amalgamation or merger agreement and related documents with the Registrar

Applies to

local companies, exempted companies, overseas companies (permit companies), mutual companies, mutual fund companies, company directors and officers, liquidators, beneficial owners of companies

Related documents

• Digital Asset Issuance Act 2020 amends this document
• Corporate Service Provider Business Act 2012 amends this document
• Explanatory Note – Beneficial Ownership Regime Legislative Proposals (2017-09-06) amends this document
• Corporate Service Provider Business Act 2012 (Draft Bill) amends this document
• Companies (Winding-Up) Rules 1982 is made under this document
• Trusts (Regulation of Trust Business) Act 2001 amends this document