Companies Amendment Act 1997

Link to law: http://www.bermudalaws.bm/Laws/Annual%20Laws/1997/Acts/Companies%20Amendment%20Act%201997.pdf

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Companies Amendment Act 1997
COMPANIES AMENDMENT ACT 1997

1

BERMUDA
1997 : 21

COMPANIES AMENDMENT ACT 1997

[Date of Assent 8 July 1997]

[Operative Date 2 September 1997]

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 1997.

Amends sections 25 and 27 of principal Act
2 Section 25 of the principal Act is amended in subsection (4)(c)(ii),
and section 27 is amended in the proviso to subsection (1)(f), by
inserting, next after the words "exempted company" in each of those
sections, the words "or a permit company".

Amends section 120 of principal Act
3 Section 120 of the principal Act is amended—

(a) by renumbering the section as subsection (1); and

COMPANIES AMENDMENT ACT 1997

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(b) by inserting the following subsections—

" (2) Notwithstanding subsection (1) of this
section and section 7(1)(g) but subject to subsection (3)
of this section, where a local company is licensed under
the Trust Companies Act 1991, the company shall have
the power to acquire and hold in its corporate name any
land in Bermuda provided it holds such land in its
capacity as trustee of any trust or settlement established
by written instrument.

(3) Nothing in subsection (2) overrides any
provision in Part VI of the Bermuda Immigration and
Protection Act 1956 relating to the acquisition of land, or
the holding of land, in trust.".

Amends section 129 of principal Act
4 Section 129 of the principal Act is amended—

(a) by substituting "; or" for the full stop at the end of sub-
paragraph (vii) of paragraph (e) of subsection (1) and
adding the following sub-paragraph—

"(viii) in accordance with subsection (7)—

(aa) marketing of shares or dealing with the
holders of shares of an exempted company
where the exempted company is a mutual
fund;

(bb) marketing interests in or dealing with
holders of interests in a limited
partnership in respect of which the
exempted company is a general partner;

(cc) marketing units in or dealing with holders
of units in a unit trust scheme in respect
of which the exempted company is a
manager."; and

(b) by inserting after subsection (6) the following—

" (7) For the purposes of subsection (1)(e)(viii),
an exempted company shall be deemed to be marketing,
or dealing with holders of shares, interests or units if it
undertakes any of the following activities in Bermuda,
that it to say,—

(i) the offering of such shares,
interests or units for subscription

COMPANIES AMENDMENT ACT 1997

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or purchase by way of a prospectus
or otherwise;

(ii) the acceptance of subscriptions for,
or of offers to purchase, or of
applications to redeem, such
shares, interests or units;

(iii) the distribution of shareholder,
limited partnership or unitholder
information to holders of such
shares, interests or units;

(iv) the making known, by way of
advertisement or otherwise, that it
may be contacted at a particular
address in Bermuda for the
purpose of communicating with the
holders of such shares, interests or
units or the distribution and
collection of shareholder, limited
partnership or unitholder
information;

(v) any other dealing with the holders
of such shares, interests or units
with respect to any such shares,
interests or units held by them.".

Amends section 136 of principal Act
5 Section 136 of the principal Act is amended—

(a) by renumbering the section as subsection (1); and

(b) by inserting the following subsections—

" (2) Subject to any conditions which may be
specified in a permit pursuant to subsection (1), an
overseas company which has been granted a permit
shall have power in Bermuda—

(a) if it is a mutual fund as defined in
subsection (5), to market its shares or
deal with holders of its shares in
Bermuda;

(b) if it is a general partner in a limited
partnership, as so defined, to market

COMPANIES AMENDMENT ACT 1997

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interests in, or deal with the holders of
interests in, such limited partnership; or

(c) if it is the manager of a unit trust
scheme, as so defined, to market units
in, or deal with holders of units in, such
unit trust scheme,

in accordance with subsection (3).

(3) For the purposes of subsection (2), an
overseas company shall be deemed to be marketing or
dealing with the holders of the shares of that overseas
company, interests in a limited partnership, or units in a
unit trust scheme, if it undertakes in Bermuda any of
the activities specified in subsection (4).

(4) The activities referred to in subsection
(3) are—

(i) the offering of such shares,
interests or units for sub-
scription or purchase by way of
a prospectus or otherwise;

(ii) the acceptance of subscriptions
for, or of offers to purchase, or
of applications to redeem, such
shares, interests or units;

(iii) the distribution of shareholder,
limited partnership or unit-
holder information to holders of
such shares, interests or units;

(iv) the making known, by way of
advertisement or otherwise, that
it may be contacted at a
particular address in Bermuda
for the purpose of commu-
nication with the holders of
such shares, interests or units
or the distribution and
collection of shareholder, limited
partnership or unit-holder
information; and

(v) any other dealing with the
holders of such shares, in-
terests or units with respect to

COMPANIES AMENDMENT ACT 1997

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any such shares, interests or
units held by them.

(5) In this section—

(a) "mutual fund" means a company
incorporated outside Bermuda but
having the characteristics set out in
section 156A of this Act;

(b) "limited partnership" means a limited
partnership formed under the laws of
a country outside Bermuda, but
having the characteristics set out in
section 2(1) of the Limited
Partnership Act 1883;

(c) "unit trust scheme" means a unit
trust scheme formed under the laws
of a country outside Bermuda, but
having the characteristics set out in
section 1 of the Exempted
Undertakings Tax Protection Act
1966.".

Amends section 143 of principal Act
6 Section 143 of the principal Act is amended by inserting next
after the words "authorized by" the words "this Act or".

Amends section 156C of principal Act
7 Section 156C of the principal Act is amended by deleting
subsection (1) and substituting the following—

" (1) A mutual fund shall, if authorized by its
memorandum or bye-laws, have power to redeem or purchase for
cancellation its issued shares at the option of the company or at
the option, or on the request, of a member.".

Commencement
8 This Act comes into operation on such day as the Minister of
Finance may appoint by notice published in the Gazette.