Companies Amendment Act 1993
The Laws of Bermuda
Annual Volume of Public Acts 1993 : 37

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BERMUDA
1993 : 37

COMPANIES AMENDMENT ACT 1993

[Date of Assent 13 July 1993]

[Operative Date 13 July 1993]

WHEREAS it is expedient to amend the Companies Act 1981;

Be it enacted by The Queen's Most Excellent Majesty, by and
with the advice and consent of the Senate and the House of Assembly of
Bermuda, and by the authority of the same, as follows:

Short title
1 This Act which amends the Companies Act 1981 (hereafter
referred to as "the principal Act") may be cited as the Companies
Amendment Act 1993.

Amends section 2(1) of principal Act
2 Section 2(1) of the principal Act is amended by deleting in the
definition of the expression "officer" the word ", manager ".

Amends section 5(1) of principal Act
3 Section 5(1) of the principal Act is amended by deleting the
words "three or more persons associated for a lawful purpose" and
substituting therefor the words "one or more persons".

Amends section 13(2)(f) of principal Act
4 Section 13(2)(f) of the principal Act is amended by inserting
immediately after the word "individuals" the words "; however, in the case
of a company having only one member, one member present in person or
by proxy constitutes a quorum at such meeting".

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Repeals section 20 of principal Act
5 Section 20 of the principal Act is repealed.

Amends section 21(1)(a) of principal Act
6 Section 21(1)(a) of the principal Act is amended by inserting
immediately at the end thereof the words "thereof or some other person
expressly authorised for the purpose, or in such other manner as the
bye-laws may provide".

Amends section 39A of principal Act
7 Section 39A of the principal Act is amended—

(a) in subsection (4)(b)—

(i) by inserting immediately after the word "fully"
the words "or partly";

(ii) by inserting immediately before the words "of the
company" the words "(including,
notwithstanding section 96, any such bona fide
employee or former employee who is or was also
a director)";

(b) in subsection (4)(c)—

(i) by inserting immediately after the words "a
company" the words ", the company's subsidiary
or holding company or a subsidiary of the
company's holding company";

(ii) by deleting the words "(other than directors)"
and substituting therefor the words "(including,
notwithstanding section 96, any such bona fide
employee or former employee who is or was also
a director)";

(iii) by inserting immediately after the word "fully"
the words "or partly".

Amends section 39C(1) of principal Act
8 Section 39C(1) of the principal Act is amended by deleting the
words "the company is solvent and will after the giving of such financial
assistance continue to be solvent" and substituting therefor the words
"after taking into account the giving of the financial assistance, the
company will be solvent".

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Annual Volume of Public Acts 1993 : 37

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Amends section 45 of principal Act
9 Section 45(3) of the principal Act is amended by inserting
immediately after the words "subsection (1)(a)" the words ", (dd) or (f)".

Amends section 47(7) of principal Act
10 Section 47(7) of the principal Act is amended by inserting
immediately after the word "poll" the words "; however, in the case of a
company having only one member, one member present in person or by
proxy constitutes the necessary quorum".

Amends section 54(1) of principal Act
11 Section 54(1) of the principal Act is amended—

(a) in paragraph (a), by deleting the word "and" and
substituting therefor the word "or";

(b) in paragraph (b), by deleting the word "should" and
substituting therefor the word "would".

Inserts new section 77A in principal Act
12 The principal Act is amended by inserting immediately after
section 77 the following:

"Resolution in writing
77A (1) Subject to subsection (6), anything which
may be done by resolution of a company in general
meeting or by resolution of a meeting of any class of the
members of a company, may, without a meeting and
without any previous notice being required, be done by
resolution in writing signed by, or, in the case of a
member that is a corporation whether or not a company
within the meaning of this Act, on behalf of, all the
members of the company who at the date of the
resolution would be entitled to attend the meeting and
vote on the resolution.

(2) A resolution in writing may be signed by,
or, in the case of a member that is a corporation whether
or not a company within the meaning of this Act, on
behalf of, all the members of a company, or any class
thereof, in as many counterparts as may be necessary.

(3) For the purposes of this section, the date of
the resolution is the date when the resolution is signed
by, or, in the case of a member that is a corporation
whether or not a company within the meaning of this
Act, on behalf of, the last member to sign and any
reference in any enactment to the date of passing of a

COMPANIES AMENDMENT ACT 1993

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resolution is, in relation to a resolution made in
accordance with this section, a reference to such date.

(4) A resolution in writing made in accordance
with this section is as valid as if it had been passed by
the company in general meeting or by a meeting of the
relevant class of members of the company, as the case
may be; and any reference in any enactment to a
meeting at which a resolution is passed or to members
voting in favour of a resolution shall be construed
accordingly.

(5) A resolution in writing made in accordance
with this section shall constitute minutes for the
purposes of sections 81 and 82.

(6) This section shall not apply to—

(a) a resolution passed pursuant to section
89(5); or

(b) a resolution passed for the purpose of
removing a director before the expiration
of his term of office under section 93.".

Amends section 84 of principal Act
13 Section 84 of the principal Act is amended—

(a) by deleting the words "financial statement" wherever
they appear and substituting therefor the words
"financial statements";

(b) in subsection (1)(a), by inserting immediately after
subparagraph (iii) the following:

"(iiiA) a statement of changes in financial position for
the period;";

(c) in subsection (1A), by inserting immediately before the
word "accounting" wherever it appears the words
"generally accepted";

(d) in subsection (3), by deleting the word "a" appearing
immediately before the word "financial" and by deleting
the words "statement has" and substituting therefor the
words "statements have".

Amends section 87(1) of principal Act
14 Section 87(1) of the principal Act is amended by deleting the
word "every" where it first appears and substituting therefor the word

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Annual Volume of Public Acts 1993 : 37

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"the" and deleting the word "statement" wherever it appears and
substituting therefor the word "statements".

Amends section 88(1) of principal Act
15 Section 88(1) of the principal Act is amended by deleting the
word "statement" wherever it appears and substituting therefor the word
"statements" and by deleting the word "a" which appears immediately
after the word "lay".

Amends section 91 of principal Act
16 Section 91 of the principal Act is amended—

(a) in subsection (1), by inserting at the end thereof the
words "or elected or appointed by the members in such
other manner and for such term as may be provided in
the bye-laws";

(b) by repealing subsection (2) and substituting therefor the
following:

"(2) A general meeting of a company may
authorise the directors of the company to elect or
appoint on their behalf an individual or individuals to
act as additional directors up to a maximum determined
by the members in general meeting to those elected at
the general meeting.

(2A) Any individual may be appointed an
alternate director by or in accordance with a resolution
of the members or by a director in such manner as may
be provided in the bye-laws, and the individual so
appointed shall have all the rights and powers of the
director for whom he is appointed in the alternative,
except that he shall not be entitled to attend and vote at
any meeting of the directors otherwise than in the
absence of such director.

(2B) An alternate director shall only be a
director for the purposes of this Act and shall only be
subject to the provisions of this Act insofar as they relate
to the duties and obligations of a director when
performing the functions of the director for whom he is
appointed in the alternative.";

(c) by repealing subsection (4) and substituting therefor the
following:

"(4) Every company shall have a president and
a vice-president or a chairman and a deputy chairman

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who shall be directors of the company and may have
such other officers who may or may not be directors and
who shall be appointed in such manner and hold office
for such period, as the bye-laws shall provide.".

Amends section 92A of principal Act
17 Section 92A of the principal Act is amended by repealing
subsection (7) and substituting therefor the following:

"(7) For the purposes of this section "officer"
means—

(a) a president, vice-president, chairman or
deputy chairman provided that each
such person is a director, and

(b) a secretary.".

Amends section 129A(4)
18 Section 129A(4) of the principal Act is repealed and replaced by
the following:

"(4) An exempted company shall not require a
licence to carry on in Bermuda—

(a) a business or activity specified as an
exception in section 129(1)(a) to (e)
(inclusive); or

(b) trust business as defined in the Trust
Companies Act 1991 if—

(i) the exempted company holds
under the Trust Companies Act
1991 a licence which is in force;
and

(ii) the settlor of the trust being
managed or administered in
Bermuda by the exempted
company is not ordinarily
resident in Bermuda at the date
of creation of the settlement.".

Amends section 132C of principal Act
19 Section 132C of the principal Act is amended by inserting
immediately after subsection (3) thereof the following:

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Annual Volume of Public Acts 1993 : 37

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"(3A) A foreign corporation shall within one
month after the date of registration of the memorandum
of continuance under this section pay the appropriate
fee payable in respect of the corporation as an exempted
company according to Part 11 of the Fifth Schedule, but
where the registration is effected after 31 August in any
year, the fee payable in respect of that year shall be half
the appropriate fee.".

Amends section 132G(3) of principal Act
20 Section 132G(3)(a)(i) of the principal Act is amended by deleting
the words "or each class of members" where they appear the second time
and by inserting immediately after the words "that class" the words ", but
in the case of a company having only one member, one member present
in person or by proxy constitutes the necessary quorum".

Amends section 135(1) of principal Act
21 Section 135(1) of the principal Act is amended by inserting
immediately after the word "Schedule" the words ", but where a permit is
issued after 31 October in any year, the fee payable in respect of that
year shall be half the appropriate fee".

Amends section 143(e) of principal Act
22 Section 143(e)(vii) of the principal Act is amended by inserting
immediately before the word "carrying" the words "notwithstanding the
Non-Resident Insurance Undertakings Act 1967,".

Inserts new section 143A in principal Act
23 The principal Act is amended by inserting immediately after
section 143 the following:

"Permit company and re-insuring
143A Where a permit company carries on the kind or
type of business specified in section 143(e)(vii) that
company shall be deemed not to be a non-resident
insurance undertaking.".

Amends section 161 of principal Act
24 Section 161 of the principal Act is amended by repealing
paragraph (d).

Amends section 163(1) of principal Act
25 Section 163(1)(a) of the principal Act is amended by deleting all
the words appearing immediately after the word "unless" to "or (ii)".

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Amends section 260(1) of principal Act
26 Section 260(1) of the principal Act is amended by deleting all the
words appearing immediately after the words "an order" and substituting
therefor the words "declaring the dissolution to have been void and in
respect of such application, the Court may order that the company be
reinstated to a position prior to its liquidation or returned to liquidation;
however, in either case the company shall be deemed to have continued
in existence as if it had not been dissolved and the Court may make such
consequential orders or impose such terms as it thinks fit in all the
circumstances.".

Amends Fifth Schedule to principal Act
27 Part 11A of the Fifth Schedule to the principal Act is amended by
deleting in paragraph 1(c)(iii) thereof the words "(apart from shares
allotted to directors as qualifying shares)".