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QUOFAT A F ERUNTBERMUDACOMPANIES ACT 19811981 : 59TABLE OF CONTENTSPART IINTERPRETATION AND APPLICATION122A344A4AA4BShort title and commencementInterpretationDelivery of electronic records generallyAppointment of RegistrarApplicationRestricted business activitiesRestricted business activity relating to corporate land holdingProhibited business activitiesPART IIINCORPORATION OF COMPANIES55A67891010A1112131414AMode of forming a companyInformation regarding economic substanceRegistration 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 company1

COMPANIES ACT 198114B1516171819202122232424ARe-registration of unlimited liability company as company limited by shares or byguaranteeCertificate 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to bind existing members without consentCopies of memorandum and bye-laws to be given to membersDefinition of member[repealed]Form of contractsBills of exchange and promissory notesExecution of documentsAuthentication of documentsAgreement not to exercise powersPART IIIPROSPECTUSES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 OFFERS25262728293031323334Interpretation of Part IIICompany 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on alteration of terms mentioned in prospectusRulesPART IIIAINITIAL COIN 34O34PInterpretation of Part IIIA [repealed]Restriction on issuing Initial Coin Offering [repealed]Company offering digital assets to public shall publish an ICO offerdocument [repealed]Contents of an ICO offer document [repealed]Companies offering digital assets to the public [repealed]Providing a communication facility; cooling-off rights [repealed]General Initial Coin Offering risk warning [repealed]Identification of persons in relation to ICO offer document [repealed]Security of digital assets, confidentiality, disclosure of information [repealed]Offences relating to the issue of an Initial Coin Offering [repealed]Civil liability for mis-statements in ICO offer document [repealed]When experts are not liable [repealed]Regulations [repealed]Code of Conduct [repealed]Power to obtain information and reports [repealed]Application of Public Access to Information Act 2010 [repealed]2

COMPANIES ACT 1981PART IVSHARE CAPITAL DEBENTURES AND 4849505152535454AProhibition of allotment unless minimum subscription receivedEffect of irregular allotmentPenalty for the contravention of section 36Payment of commissionsFinancial assistance generally prohibited [repealed]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 CHARGES5555A565758596061Register of charges; registration; 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 ADMINISTRATION6262A63Registered office of companyService of documentsPublication of name of company3

COMPANIES ACT 5969798Restriction on commencement of businessRegister of membersInspection 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 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, etc.Conditions 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 etc.Provision 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, etc.Appointment 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, indemnification and liability of officers, etc.4

COMPANIES ACT 198198A98(B)Insurance of officersLiability of auditor or officerPART VIABENEFICIAL OWNERSHIP98C98DInterpretation of this PartApplication of this PartCompany to identify beneficial owners98E98F98GMeaning of beneficial ownerCompanies to obtain information regarding beneficial ownersCompany to issue notice to beneficial ownersBeneficial ownership register98H98I98J98KDuty 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; compliancemeasures98LFiling of beneficial ownership information with Bermuda Monetary AuthorityCompliance measures98M98N98ONotice by company imposing restrictionsPower to obtain information and identialityPrivileged informationApplication of Public Access to Information Act 2010Application of Personal Information Protection Act 2016Other provisions concerning beneficial ownership or registers etc. not affectedNoticesPART VIIARRANGEMENTS, RECONSTRUCTIONS, AMALGAMATIONS AND MERGERS99100101102103104104APower 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 company5

COMPANIES ACT lgamation or merger of exempted company and foreign corporation andcontinuation as a foreign corporationDocuments to be filed on amalgamation or merger and continuation as a foreigncorporationProvisions applicable to amalgamation or merger and continuation as a foreigncorporationEffect of 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 OFMINORITIES110111112Investigation 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 2123124125126Interpretation 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 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 125PART XEXEMPTED COMPANIES127128Meaning of exempted companyExempted company to be an exempted undertaking6

COMPANIES ACT 1981129129A130131132132A132BRestriction on acquisition of propertyCircumstances in which exempted company may carry on business in BermudaRequirements 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 32MContinuance in BermudaProvisions of Act applying to memorandum of continuance and certificate ofcontinuanceConsequences of continuance of foreign corporationContinued company to adopt bye-lawsExempted company may discontinue out of BermudaDocuments to be filed on discontinuanceEffect of discontinuanceDiscontinuance of company under this Act [deleted]Minister’s refusal to grant consent etc. [deleted]Public inspection of documentsRegulationsPART XBCONVERSION OF EXEMPTED COMPANY TO PARTNERSHIP132N132O132P132Q132RConversion of exempted company to partnershipConversion of partnership that is exempted and limited to an exempted companyConversion of company to limited liability companyConversion of a limited liability company to a companyRegistration of an incorporated segregated account as a companyPART XIOVERSEAS 143AOverseas company not to carry on business without a permitMutual fund exempted from requirement of a permitGrant of permit to overseas companyAnnual feesConditions subject to which permits may be grantedPrincipal representativesForm and proof of a permitAlteration of conditions of a permitRevocation of a permitRevocation procedureAppeals to Supreme CourtRegister of permit companiesRestrictions on activities of a permit companyPermit company and re-insuring7

COMPANIES ACT 1981144145146147148149150150A151Power of overseas and exempted companies to hold mortgagesRecords to be kept by permit companyInvestigation of affairs of permit companyLetter heads and service of process; permit companyOffences[repealed]Effect of repeals or amendments of other enactments and savingsApplication of certain sections to non-resident insurance undertakingsApplication of 1966:41 to permit companiesPART XIIMUTUAL COMPANIES152153154155155A156InterpretationMutual companies to create and maintain a reserve fundLiability of members on a winding upApportionment of assets of mutual companiesCriteria for determining membershipAct to apply to mutual companiesPART XIIAMUTUAL FUND 6K156L156M156N156O156PInterpretationRedemption and purchase of shares by mutual fundRedemption and purchase by mutual fund company of its own shares[repealed]Private Act companies incorporated with certain powers deemed to be mutualfundsCertain sections do not apply to mutual fundCertain companies incorporated after 1 July 1983 deemed to be mutual fundsCertification by Minister of fund as United Kingdom class schemeConditions to be satisfied for certificationRight of member to bring action against custodian or manager for loss suffered asa result of breach of bye-lawsPower of Minister to require rectification where fund no longer complies withstatutory conditionsCustodian and manager required to be independent of one anotherManager of fund deemed to be an officer of fundPower of directors to amend bye-laws to ensure compliance with prescribedrequirementsPower of Minister to direct custodian or manager of fund to furnish informationRegulations by Minister for Part XIIPART XIIIWINDING UP157158158AModes of winding upLiability as contributories of present and past membersWinding up of limited company that was formerly unlimited8

COMPANIES ACT n and nature of liability of a contributoryContributories in case of death or bankruptcy of a memberCircumstances in which company may be wound up by the CourtDefinition of inability to pay debtsApplications for winding upPowers of Court on hearing petitionPowers to stay or restrain proceedings against a companyAvoidance of dispositions of property etc. after commencement of winding upCommencement of winding up by the CourtStatement of company affairs to be submitted to Official ReceiverReport by Official ReceiverPower of Court to appoint liquidatorsAppointment of liquidatorsLiquidator who is not the Official ReceiverLiquidators; resignation, removal, salaryCustody and vesting of companies propertyPowers of liquidatorExercise and control of liquidator’s powersBooks to be kept by liquidatorRelease of liquidatorsReceipts by liquidatorAudit of liquidators’ accountsMeetings of creditors and contributories to determine whether committee ofinspection shall be appointedConstitution and proceedings of committee of inspectionPowers of Registrar where no committee of inspectionPower to stay winding upSettlement of list of contributories and application of assetsDelivery of property to liquidatorPayment of debts due by contributory to company and extent to which set-offallowedPower of Court to make callsOrder on contributory conclusive evidenceAppointment of special managerPower to exclude creditors not proving in timeAdjustment of rights of contributoriesInspection of books by creditors and contributoriesPower to order costs of winding up to be made out of assetsPower to summon persons suspected of having property of company etc.Power to order public examination of promoter and officerPower to arrest absconding contributoryPowers of Court cumulativeDelegation to liquidator of certain powers of the CourtEarly dissolutionConsequences of notice under section 199ADissolution of companyCircumstances in which a company may be wound up voluntarily9

COMPANIES ACT t of liquidator and dissolution of company of limited durationNotice of resolution to wind up voluntarilyCommencement of voluntary winding upEffect of voluntary winding up on business and status of companyAvoidance of transfers etc. after commencement of voluntary winding upStatutory declaration of solvency in case of proposal to wind up voluntarilyMembers’ winding upPower of company to appoint and fix remuneration of liquidatorsPower to fill vacancy in office of liquidatorPower of liquidator to accept shares etc. as consideration for sale of property ofcompanyDuty of liquidator to call creditors’ meeting in case of insolvencyDuty of liquidator to call general meeting at end of each yearFinal meeting and dissolution. Members voluntary winding upAlternative provisions as to annual and final meetings in case of insolvency.Creditors’ winding upMeeting of creditorsAppointment of liquidatorAppointment of committee of inspectionFixing of liquidator’s remuneration and cessor of officers’ powersPower to fill vacancy in office of liquidatorApplication of s.210 to a creditors’ voluntary winding upDuty of liquidator to call meetings of company and creditors at end of each yearFinal meeting and dissolutionSections 225 to 233 apply to every winding upDistribution of property of companyPowers and duties of liquidator in voluntary winding upPower of Court to appoint and remove liquidator in voluntary winding upNotice by liquidator of his appointmentArrangement when binding on creditorsLiquidator’s power to stay voluntary winding upPower to apply to Court to have questions determined or powers exercisedCosts of voluntary winding upSaving for rights of creditors and contributoriesDebts of all description may be provedApplication of bankruptcy rules in winding up of insolvent companiesPreferential paymentsFraudulent preferenceLiability and rights of certain fraudulently preferred personsEffect of floating chargeDisclaimer of onerous propertyRestriction of rights of creditor as to execution or attachment in case of companybeing wound upDuties of Provost Marshal as to goods taken in executionOffences by officers of companies in liquidationPenalty for falsification of booksFrauds by officers of companies which have gone into liquidation10

COMPANIES ACT 260261261A261B261C262263264Persons concerned responsible for fraudulent tradingPower of Court to assess damages against delinquent officersProsecution of delinquent officers and members of companyBody corporate disqualified for appointment as liquidatorCorrupt inducement affecting appointment as liquidatorEnforcement of duty of liquidator to make returns etc.Notification that a company is in liquidationExemption of certain documents from stamp dutyBooks of company to be evidenceForm of books and papers of company and liquidatorsDisposal of books and papers of companyInformation as to pending liquidationsUnclaimed assets to be paid into Consolidated FundAppointment of commissioner to take evidenceThe swearing of affidavits etc.Power of Court to declare dissolution of company voidRegistrar may strike defunct company off registerStriking off an application by a companyWithdrawal of applicationObjections to strikeoffProperty of dissolved company to be bona vacantiaPower of Crown to disclaim title to property vesting under section 262Investment of surplus fundsPART XIVRECEIVERS AND MANAGERS265266267268269270271272Disqualification of undischarged bankrupt from acting as receiver or managerReceivers and managers appointed out of CourtNotification that receiver or manager appointedPower of Court to fix remuneration on application of liquidatorInformation where receiver or manager appointedDelivery to Registrar of accounts of receivers and managersEnforcement of duty of receiver to make returnsConstruction of references to receivers and managersPART XIVATRANSFER OF SECURITIES272ATransfer of securities [repealed]PART XIVBPOWER TO ASSIST FOREIGN

Company offering shares to public shall publish a prospectus Contents of a prospectus Minimum amount required to be raised to be stated in prospectus Companies continuously offering shares to the public Offences relating to the issue of a prospectus Civil liability for mis-statements in prospectus

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