The Companies Amendment Act 2018 (Amendment Act) received Royal Assent on 15 May 2018 but has a retroactive operative date of 21 March 2018. Companies have until 21 September 2018 to be in compliance with the new requirements as thereis a transition period of 6 months from the date it was deemed to be operative.

The Amendment Act added a new section 13(2A) to the Companies Act 1981 which requires companies limited by shares or have a share capital to file with the Registrar of Companies the provisions in its bye-laws in relation to:

(i) transfer of shares and the registration of estate representatives of deceased shareholders;

(ii) duties of the secretary to the company; and

(iii) the number of members required to constitute a quorum at any general meeting of the members of the company.

The Amendment Act also added a new section 13(2B) to the Companies Act 1981 which provides that information obtained for the purposes of subsection (2A) shall not be made available to the public.

The Office of the Registrar of Companies has published a notice setting out how the requisite information can be filed electronically. Further information will be provided once this has been properly tested.

In addition, Bermuda government fees were revised and increased (but in many cases were not material) with effect from 1 April 2018. Fees that were increased include: (i) annual fees for exempted companies and partnerships; (ii) search and filings fees; (iii) fees payable by electricity providers and (iv) fees for registration of trade marks and service marks. However, the updated annual fees do not apply to all Bermuda companies: an example would be Bermuda insurance companies whereby its annual and registration fees are prescribed under the Bermuda monetary Authority Act 1969 and the Insurance Act 1978.

If you require further information on any of the above changes, please speak with your usual Appleby contacts.


Bermuda, Hong Kong





Twitter LinkedIn Email Save as PDF
More Publications
8 Apr 2024

Electronic dissemination of corporate communications by Hong Kong listed issuers from an offshore perspective

In June 2023, The Stock Exchange of Hong Kong Limited published consultation conclusions to its cons...

10 Jan 2024

The Global – your offshore corporate law questions answered

The Global is Appleby’s quarterly collection of expert insights and analysis on the latest develop...

20 Dec 2023

Focus on COMI

Schemes of Arrangement are often used as a successful restructuring tool, whether by way of a scheme...

27 Sep 2022

Similar but Different

While the basic features of the trust remain, there are some notable differences in how trusts can b...

27 Sep 2022

Updates on Bermuda Economic Substance Requirements

The Bermuda Registrar of Companies (ROC) extended the filing deadline for those entities which earne...

28 Apr 2022

Assignment, novation or sub-participation of loans             

Transfers of loan portfolios between lending institutions have always been commonplace in the financ...

24 Nov 2021

Hong Kong Harbours Long-Term ILS Ambitions

The launch of Hong Kong’s first catastrophe bond signals the start of a new era for Asia’s insur...

21 Jun 2021

Economic Substance Q2 2021

Since our last quarterly update, important developments have occurred with respect to the applicabil...

24 Mar 2021

Economic Substance update Q1 2021

Economic Substance update Q1 2021