Companies Amendment Act 1995
The Laws of Bermuda
Annual Volume of Public Acts 1995 : 33

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187

BERMUDA
1995 : 33

COMPANIES AMENDMENT ACT 1995

[Date of Assent 7 July 1995]

[Operative Date 7 July 1995]

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:

Citation
1 This Act which amends the Companies Act 1981 (hereinafter
referred to as "the principal Act") may be cited as the Companies
Amendment Act 1995.

Amends section 26(2) of principal Act
2 Section 26(2) of the principal Act is amended by deleting
paragraph (a) and substituting the following—

"(a) that the prospectus contains the particulars required by
section 27(1) and is accompanied by a written statement
from the auditor of the company, dated within seven
days prior to the date of such filing, which confirms—

(i) the auditor's consent to the inclusion of his
name in the prospectus to be issued by the

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company as having accepted the appointment as
auditor of the company; or

(ii) the auditor's consent to the inclusion in that
prospectus of any or all reports prepared by
him; or;".

Amends section 27(1) of principal Act
3 Section 27(1) of the principal Act is amended—

(a) by inserting next after paragraph (g) the following—

"(h) financial statements of the company prepared in
such manner and containing such information and
copies of such documents as may be required by
rules made under section 34;";

(b) by relettering paragraphs (h) and (i) as paragraphs (i)
and (j) respectively; and

(c) in paragraph (i), by inserting next after the word "report"
the words "or statement" and by deleting the words "and
copies of such documents".

Repeals and replaces section 34 of principal Act
4 Section 34 of the principal Act is repealed and replaced by the
following—

"Rules
34 The Minister after consultation with the Institute of
Chartered Accountants of Bermuda may make rules providing
for—

(a) the information that shall be contained in, and the
copies of documents that shall be attached to, any
financial statement required to be attached to a
prospectus by section 27(1)(h); and

(b) the information that shall be contained in any report or
statement of an auditor required to be attached to a
prospectus by section 27(1)(i).".

Amends section 82 of principal Act
5 Section 82 of the principal Act is amended in subsections (1) and
(2) by inserting next after the word "member" wherever it appears, the
words "or director".

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Repeals and replaces section 91B of principal Act
6 Section 91B of the principal Act is repealed and replaced by the
following—

"Directors entitled to receive notice of meetings, etc.
91B (1) The directors of a company shall upon written
request deposited at the registered office of the company be
entitled to receive notice of, and to attend and be heard at, any
or all general meetings.

(2) Notwithstanding section 75 (length of notice for
calling meetings) a notice given under subsection (1) shall be
valid if in all the circumstances, such notice is reasonable.".

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

(a) by deleting subsection (1A) and substituting the
following—

"(1A) The notes mentioned in subsection
(1)(a)(iiiA) shall include a description of the generally
accepted accounting principles used in the preparation
of the financial statements which principles may be—

(a) those of Bermuda or a country or
jurisdiction other than Bermuda; or

(b) such other generally accepted
accounting principles as may be
appointed by the Minister under
subsection (5) for the purpose of this
subsection,

and, where the generally accepted accounting principles
used are other than those of Bermuda, the notes shall
identify the generally accepted accounting principles so
used."; and

(b) by inserting next after subsection (4) the following—

"(5) The Minister may, after consultation with
the Institute of Chartered Accountants of Bermuda,
appoint generally accepted accounting principles
promulgated by an accounting standard setting body
and shall cause the appointment to be published in an
appointed newspaper.".

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Amends section 90 of principal Act
8 Section 90 of the principal Act is amended—

(a) by deleting subsection (3) and substituting the
following—

"(3) The generally accepted auditing standards
referred to in subsection (2) may be those of Bermuda or
a country or jurisdiction other than Bermuda or such
other generally accepted auditing standards as may be
appointed by the Minister under subsection (4) for the
purpose of this subsection; and where the generally
accepted auditing standards used are other than those
of Bermuda, the report of the auditor shall identify the
generally accepted auditing standards used."; and

(b) by inserting next after subsection (3) the following—

"(4) The Minister may, after consultation with
the Institute of Chartered Accountants of Bermuda,
appoint generally accepted auditing standards
promulgated by an audit standard setting body and
shall cause the appointment to be published in an
appointed newspaper.".

Amends section 97 of principal Act
9 Section 97 of the principal Act is amended by deleting
subsection (3).

Amends section 98 of principal Act
10 Section 98 of the principal Act is amended—.

(a) by deleting the heading thereto and substituting the
following—

"Exemption, indemnification and liability of officers,
etc.";

(b) by inserting the following as subsection (1)—

(1) Subject to subsection (2), a company may
in its bye-laws or in any contract or arrangement
between the company and any officer, or any person
employed by the company as auditor, exempt such

officer or person from, or indemnify him in respect of,
any loss arising or liability attaching to him by virtue of
any rule of law in respect of any negligence, default,

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breach of duty or breach of trust of which the officer or
person may be guilty in relation to the company or any
subsidiary thereof."; and

(c) by renumbering the section as subsection (2) and by
deleting the words "Subject to this section and section
98A, any" and substituting the word "Any".

Amends section 98A of principal Act
11 Section 98A of the principal Act is amended by deleting the
words "Notwithstanding section 98 a company" and substituting the
words "A company".

Amends section 156F of principal Act
12 Section 156F of the principal Act is amended by deleting the
words "and 54(1)(b)" and substituting the words ",54(1)(b), 65(6) and 66".

Amends section 158 of principal Act
13 Section 158 of the principal Act is amended—

(a) in paragraph (d), by deleting the words ",or other
company having a share capital,"; and

(b) by inserting next after paragraph (e) the following—

(ee) in the case of an unlimited liability company there
shall be no limitation on the liability of any
member;".

Amends section 255 of the principal Act
14 Section 255 of the principal Act is amended by deleting
subsections (2) and (3) and substituting the following—

"(2) No responsibility shall rest on the company, the
liquidator or any person to whom the custody of the books and
papers has been committed, by reason only of any book or paper
not being forthcoming to any person claiming to be interested
therein provided that the company, liquidator or person, as the
case may be, retains custody of such books and papers—

(i) in the case of a company dissolved pursuant
to Section 213, for a period of at least ten
years;

(ii) in the case of a company dissolved pursuant
to Section 261, for a period of at least twenty
years; and

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(iii) in any other case, for a period of at least two
years,

commencing on the date of the dissolution of the company.

(3) The Minister may make rules for enabling the
Registrar to prevent, for such period from the dissolution of the
company, as the Registrar thinks proper, the destruction of the
books and papers of a company which has been wound up, and
for enabling any creditor or contributory of the company to make
representations to the Registrar and to appeal to the Court from
any direction which may be given by the Registrar in the matter,
provided that such period shall not exceed—

(a) in the case of a company dissolved pursuant to
Section 213, ten years;

(b) in the case of a company dissolved pursuant to
Section 261, twenty years; and

(c) in any other case, two years,

commencing on the date of the dissolution of the company.".

Amends section 260 of principal Act
15 Section 260 of the principal Act is amended—

(a) by deleting subsection (1) and substituting the
following—

"(1) Where a company has been dissolved the
Court may—

(a) in the case of a dissolution pursuant
to section 213, at any time not later
than ten years from the date of such
dissolution; and

(b) in any other case, at any time not
later than two years from such date,

on an application being made for the purpose by the
liquidator of the company or by any other person who
appears to the Court to be interested, make an order
declaring the dissolution to have been void."; and

(b) by inserting next after subsection (2) the following—

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"(2A) Where an order is made and registered
pursuant to this section, the company shall be deemed
to have continued in existence as if it had not been
dissolved.".