The Bermuda International Business Association (BIBA) fully
supported the amendments as proposed by the Minister of Finance during
the House of Assembly Session on 13th December 2006 to "The Companies
Amendment Act 2006". The Act aims to assist companies, the Registrar
and service providers in improving efficiency and convenience through
the use of technology. The Act took effect on 29 December 2006.
BIBA Chief Executive Officer, Cheryl Packwood, commented, "The
continued improvements that the Ministry of Finance is making to
Bermuda's business regulatory environment, such as 'The Companies
Amendment Act 2006', continue to strengthen and improve Bermuda's
viability in the International business community. This 'E-Friendly'
Act carries amendments that now authorize organizations to use
electronic communications as a means of conducting business,
significantly improving efficiencies and the cost of doing business in
Bermuda, which is critical if we are to remain competitive as an
international business jurisdiction."
During its scrutiny of the proposed amendments, BIBA's Legislative
Change Committee, chaired by Anthony Whaley, partner of Conyers Dill
and Pearman, and comprised of numerous members from the local
international business community, took note of legal developments in
Britain, continental Europe, the United States and Canada, and crafted
what become know as the 'A List' of enhancements, which incorporated
the best features of company law from around the world.
During the debate of the Amendments at a recent House of Assembly
session on 13 December 2006, Minister of Finance, Paula Cox stated,
"The purpose of the amendments to the Companies Act is to ensure that
Bermuda based businesses operate within a legal and regulatory
framework that promotes growth and investment. These changes will
reduce unnecessary regulation and will be removing unnecessary
provisions for compliance, thereby yielding direct savings for
companies. By working closely with industry representatives, the
Ministry of Finance is continually reviewing how best to facilitate
the needs of business. As well the dynamic consultative process does
ensure that Bermuda maintains its reputation as a well recognised
international financial centre of excellence."
"The Minister's initiative and the passage of the Companies
Amendment Act 2006 have definitely been well received by the
Industry," stated Anthony Whaley, BIBA's Legislative Change Committee
Chairman. "In our view, this is probably the most significant change
to Bermuda company law in half a century. The Act significantly
improves efficiency and will reduce the cost of doing business in
Bermuda; the Bermuda Company will look radically different moving
forward."
"It is important to note," he continued, "the process of reviewing
Bermuda's company laws is a continuing process and we intend to keep
the needs of international business under constant review. We enjoy
working with the Minister of Finance and her Team and look forward to
our future collaboration to effect further enhancements."
Highlights of the Bill
-- The Act will now permit the incorporation of companies with
unrestricted objects and all the powers of a natural person.
-- Private trust companies may now incorporate as a company
limited by guarantee. This structure will better facilitate
the organization and operation of private trust companies.
-- The requirement for a minimum share capital has been repealed.
The only requirements for minimum capital shall be those
imposed by specific regulatory requirements.
-- To facilitate the carrying on of business by companies in
jurisdictions with different language characters, the Act will
now permit a company to register a secondary name with
non-Roman script names.
-- Companies may now adopt procedures for executing documents
without a seal but by hand.
-- Companies may agree not to exercise powers- This provision
clarifies issues raised as to whether a company can agree not
to exercise specific powers of members.
-- Companies may now have unrestricted objects and there is no
requirement to detail the objects in the MOA. As well,
companies will have all the powers as a natural person to
carry out the objects.
-- The Act will now enable companies to hold their own shares in
treasury.
-- Private offerings- clarification of the grounds for being
exempted from filing a prospectus where the offering is of a
private nature with clear exclusion of employee stock options.
-- The provide increased transparency and speedier delivery of
information to shareholders, the Act will now permit notices
an documents to be delivered via email and by way of
publication on a website.
-- The Act will authorize written resolutions to be effective
when the same majority as would be necessary for a physical
vote has signed the written resolution.
-- Companies will now be authorized to give a wide variety of
constitutional covenants.
About the Bermuda International Business Association
The Bermuda International Business Association (BIBA) is a
business organization of Bermuda resident service providers who
provide quality banking, legal, accounting, financial, trust,
management and e-commerce services and products to the international
client. BIBA works with the private sector and Government to develop
and promote the island as one of the world's foremost centers for
international business.
