Companies Amendment (No. 2) Act 1998

Link to law: http://www.bermudalaws.bm/Laws/Annual%20Laws/1998/Acts/Companies%20Amendment%20%28No.%202%29%20Act%201998.pdf

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Companies Amendment (No. 2) Act 1998
COMPANIES AMENDMENT (NO 2) ACT 1998

1

BERMUDA
1998 : 35

COMPANIES AMENDMENT (NO. 2) ACT 1998

[Date of Assent 17 July 1998]

[Operative Date ]

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 ("the principal
Act") may be cited as the Companies Amendment (No. 2) Act 1998.

Amendment of section 2 of principal Act
2 Section 2 of the principal Act is amended—

(a) in subsection (1), by inserting after the definition of
"affiliated company" the following—

""appointed jurisdiction" means a jurisdiction
appointed under subsection (10);"

(b) by adding the following next after subsection (9)—

COMPANIES AMENDMENT (NO 2) ACT 1998

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" (10) The Minister may appoint a jurisdiction
and shall cause the appointment to be published in an
appointed newspaper.".

Insertion of new sections in principal Act
3 The principal Act is amended by inserting after section 4 the
following new sections—

"Restricted business activities
4A (1) No company shall have objects that enable it to
carry on any restricted business activity set out in the Ninth
Schedule without the consent of the Minister.

(2) The Minister may, by order subject to the negative
resolution procedure, amend the Ninth Schedule by addition,
deletion or variation of any restricted business activity.

(3) An application for consent under subsection (1)
shall be in such form and accompanied by such documents as
the Minister may determine.

(4) Where the Minister refuses to grant his consent
under subsection (1), he shall not be bound to assign any reason
for his refusal and his decision shall not be subject to appeal or
review in any court.

(5) The Registrar shall refuse to register a company
that has objects as referred to in subsection (1) unless the
consent of the Minister is first obtained.

(6) Any person aggrieved by a decision of the Registrar
under subsection (5) may appeal to the Minister whose decision
shall be final.

(7) Subject to subsection (8), an application for consent
and any documents accompanying any such application shall be
treated as confidential by the Minister and all public officers
having access thereto.

(8) Subsection (7) does not preclude—

(a) the disclosure of information for the purpose of
enabling or assisting the Minister to exercise or
perform any functions conferred upon him by
this Act;

(b) the disclosure of information or the transmitting
of an application for consent and its
accompanying documents to the Bermuda

COMPANIES AMENDMENT (NO 2) ACT 1998

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Monetary Authority for the purpose of enabling
or assisting that Authority to exercise or perform
any functions conferred upon the Authority by
the Bermuda Monetary Authority Act 1969.

Prohibited business activities
4B (1) No company shall carry on any prohibited business
activity set out in the Tenth Schedule.

(2) The Minister may, by order subject to the negative
resolution procedure, amend the Tenth Schedule by addition,
deletion or variation of any prohibited business activity.

(3) Where a company carries on any prohibited
business activity in contravention of subsection (1), the company
may, on the application of the Registrar, be wound up by the
Court pursuant to section 161.".

Amendment of section 6 of principal Act
4 Section 6 of the principal Act is repealed and the following is
substituted—

"Registration of companies
6 (1) An application for registration of a company shall
be in such form as may be prescribed by rules made under
section 288 and shall be accompanied by such documents as
the Minister may determine.

(2) Not more than three months prior to an application
for registration of a local company the applicant shall publish in
an appointed newspaper an advertisement announcing the
intention to incorporate the local company specifying the name
and stating its proposed objects.

(3) The Minister may, by order subject to the negative
resolution procedure, prohibit the registration of companies or a
class of companies the minimum share capital of which is less
than an amount stated in the order.

(4) The Registrar shall refuse to register a company if
he is of the opinion that—

(a) in the case of a company limited by guarantee
its purpose is not one of the purposes referred to
in section 5(3); or

COMPANIES AMENDMENT (NO 2) ACT 1998

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(b) its memorandum shows that its minimum share
capital will be less than the amount required by
the Minister by order under subsection (3).

(5) Any person aggrieved by a decision of the Registrar
under subsection (4) may appeal to the Minister whose decision
shall be final.".

Amendment of section 10 of principal Act
5 Section 10(1) of the principal Act is repealed and the following is
substituted—

"10 (1) Subject to section 8(1) and (2), a company may by
resolution change its name if the Registrar has approved the
proposed name.".

Amendment of section 12 of principal Act
6 Section 12 of the principal Act is amended—

(a) in subsection (1), by deleting the words "A company" and
substituting the words "Subject to the provisions of this
section, a company";

(b) in subsection (2), by deleting the words "section 6(3)"
wherever they appear and substituting the words
"section 6(2)";

(c) in subsection (7)—

(i) in paragraph (a), by deleting the words
"accompanied by a copy of the consent of the
Minister that he approves of the alteration";

(ii) in paragraph (b)(ii), by deleting the words
"together with a copy of the consent of the
Minister that he approves of the alteration";

(d) in subsection (7A), by deleting the words "if he is
satisfied that the alteration has received the consent of
the Minister" and substituting the words "subject to
section 4A";

(e) in subsection (9), by deleting the words "accompanied by
a copy of the consent of the Minister that he approves of
the alteration".

Amendment of section 14 of principal Act
7 Section 14(2) of the principal Act is repealed and the following is
substituted—

COMPANIES AMENDMENT (NO 2) ACT 1998

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" (2) The memorandum shall be delivered to the
Registrar who, if he is satisfied—

(a) that the company will be in compliance with this
Act; and

(b) that, where applicable, the Controller of Foreign
Exchange has given permission under the
Exchange Control Act 1972 for the issue of
shares in the company,

shall register the memorandum, issue a certificate of
incorporation showing the date of registration and attach to the
certificate a facsimile of the memorandum delivered to him.".

Amendment of section 14A of principal Act
8 Section 14A of the principal Act is amended—

(a) in subsection (1), by deleting the words "in pursuance of
an application in that behalf complying" and
substituting the words "in accordance";

(b) by deleting subsection (4);

(c) in subsection (5), by adding at the end thereof the words
"and be accompanied by the documents specified in
subsection (6)";

(d) in subsection (6)—

(i) by deleting the words "(4)" and substituting the
words "(5)";

(ii) by deleting the words "; and" preceding
paragraph (c);

(iii) by deleting paragraph (c);

(e) by deleting subsection (7) and substituting the following:

" (7) Sections 6 and 12(7A) shall apply, with the
necessary changes, to a re-registration under this
section as they apply to the registration of a company
and the registration of a company's memorandum that
has been altered.".

Amendment of section 25 of principal Act
9 Section 25 of the principal Act is amended—

(a) in subsection (4),

COMPANIES AMENDMENT (NO 2) ACT 1998

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(i) by deleting the full stop at the end of subsection
(4)(d) and substituting the words "; or";

(ii) by inserting the following:

"(e) an offer certified in writing by an officer of
the company on behalf of the board of
directors to be an offer which the board
considers as not being calculated to result,
directly or indirectly, in shares becoming
available to persons other than persons
whose ordinary business involves the
acquisition, disposal or holding of shares,
whether as principal or agent.".

(b) in subsection (5), by deleting the words "or of any person
with consent to incorporate a company".

Amendment of section 66 of principal Act
10 Section 66(3) of the principal Act is amended by deleting the
words "the proper period" and substituting the words "fourteen days
from the receipt of a written request".

Amendment of section 89 of principal Act
11 Section 89 of the principal Act is amended—

(a) in subsection (3)—

(i) by deleting the word "fourteen" and substituting
the word "twenty-one";

(ii) by deleting the words "a retiring" where they
twice appear and substituting the words "an
incumbent";

(iii) by deleting the words "the retiring" and
substituting the words "the incumbent";

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

" (3A) No person shall accept appointment or
consent to be appointed as auditor of a company if he is
replacing an auditor who has resigned, been removed or
whose term of office has expired or is about to expire, or
who has vacated office, until he has requested and
received from that auditor a written statement of the
circumstances and the reasons why, in that auditor's
opinion, he is to be replaced.

COMPANIES AMENDMENT (NO 2) ACT 1998

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(3B) Notwithstanding subsection (3A), a person
may accept appointment or consent to be appointed as
auditor of a company if, within fifteen days after making
the request referred to in that subsection, he does not
receive a written statement as requested.

(3C) No auditor of a company is in breach of any
duty to which he is subject as auditor of that company
by reason of his communicating in good faith to the
person making the request referred to in subsection (3A)
any information or opinion in response to such
request.";

(c) in subsection (5), by deleting the full-stop at the end of
the subsection and substituting a colon and by the
addition of the following:

" Provided that, not less than twenty-one days
before the date of the meeting, notice in writing of the
proposed resolution is given to the incumbent auditor
and to the auditor proposed to be appointed.";

(d) by inserting next after subsection (5) the following—

" (5A) An auditor of a company who has resigned,
been removed, or whose term of office has expired or is
about to expire, or who has vacated office, shall be
entitled—

(a) to attend the general meeting of the
company at which he is to be removed
or his successor is to be appointed;

(b) to receive all notices of, and other
communications relating to, that
meeting which a member is entitled to
receive; and

(c) to be heard at that meeting on any part
of the business of the meeting that
relates to his duties as auditor or former
auditor;";

(e) by adding next after subsection (10) the following—

" (11) Any oral or written statement made under
subsection (3A) or (5A) by an auditor or former auditor
enjoys qualified privilege.

COMPANIES AMENDMENT (NO 2) ACT 1998

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(12) An appointment as auditor of a person who
has not requested a written statement from the former
auditor under subsection (3A) is voidable by a resolution
of the shareholders at a general meeting.".

Amendment of section 102 of principal Act
12 Section 102 of the principal Act is amended by deleting the word
"transferor" wherever it appears and substituting the word "subject".

Amendment of section 104 of principal Act
13 Section 104 of the principal Act is amended—

(a) in subsection (1), by deleting the words "the consent of
the Minister given in his discretion" and substituting the
words "section 4A";

(b) by deleting subsection (2).

Amendment of section 104A of principal Act
14 Section 104A of the principal Act is amended—

(a) by deleting the heading of the section and substituting
the following—

"Amalgamation of exempted company and foreign
corporation and continuation as an exempted
company";

(b) in subsection (1)—

(i) by deleting the words "104E" and substituting
the words "104D";

(ii) by deleting the words "apply to the Minister for
consent to";

(c) by deleting subsection (2) and substituting the following:

" (2) A foreign corporation shall obtain all
necessary authorizations, if any, required under the laws
of the jurisdiction in which it was incorporated or is
presently registered in order to enable it to amalgamate
and continue as an exempted company registered in
Bermuda, and shall file with the Registrar documentary
proof of such authorizations.";

(d) by deleting subsections (3) and (5).

COMPANIES AMENDMENT (NO 2) ACT 1998

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Repeal and replacement of sections 104B to 104G of principal Act
15 The principal Act is amended by deleting sections 104B to 104G
and substituting the following:

"Amalgamation of exempted company and foreign
corporation and continuation as a foreign corporation
104B (1) One or more exempted companies and one or more
foreign corporations may amalgamate and continue as a foreign
corporation (in this section and sections 104C and 104D referred
to as "the amalgamated corporation") to which the laws of the
jurisdiction in which it is proposed that the amalgamated
corporation will continue (in this section and sections 104C and
104D referred to as "the foreign jurisdiction") shall apply.

(2) An exempted company shall not amalgamate
pursuant to subsection (1) unless—

(a) an officer of such company has made a statutory
declaration to the effect that there are
reasonable grounds for believing that—

(i) such company is, and the amalgamated
corporation will be, able to pay its
liabilities as they fall due;

(ii) the realizable value of the amalgamated
corporation's assets will not be less than
the aggregate of its liabilities and issued
share capital and share premium
account of all classes; and

(iii) either no creditor of such company will
be prejudiced by the amalgamation or
adequate notice has been given in
accordance with section 104D(4) to all
known creditors of such company and
no creditor objects to the amalgamation
otherwise than on grounds that are
frivolous or vexatious;

(b) an irrevocable deed poll is executed by such
company and its directors, pursuant to which—

(i) such company and each of its directors
may be served with legal process in
Bermuda in any proceeding arising out
of actions or omissions of such company
occurring prior to the amalgamation,

COMPANIES AMENDMENT (NO 2) ACT 1998

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and provision is made for the
appointment of a person within
Bermuda as agent for such company for
the service of process for a period of not
less than three years from the effective
date of the amalgamation and for a
signed acceptance of the appointment;
or

(ii) such company and each of its directors
may be served with legal process at a
specified address in the United
Kingdom, the United States of America
or any appointed jurisdiction, and
whereby such company and such
directors submit to the non-exclusive
jurisdiction of the courts of that country
or jurisdiction;

(c) each foreign corporation which is amalgamating has
obtained all necessary authorizations, if any, required
under the laws of the jurisdiction in which it was
incorporated or is presently registered to enable it to so
amalgamate;

(d) the foreign jurisdiction is an appointed jurisdiction; and

(e) not more than three months prior to the effective date of
the amalgamation—

(i) each exempted company which is amalgamating
shall advertise in an appointed newspaper; and

(ii) each foreign corporation which is amalgamating
shall advertise in a national newspaper in the
jurisdiction in which it was incorporated or is
presently registered,

its intention to amalgamate and continue as a company
in the foreign jurisdiction.

Documents to be filed on amalgamation and continuation as
a foreign corporation
104C (1) An exempted company shall not amalgamate
pursuant to section 104B unless on or before the effective date of
the amalgamation such company files with the Registrar a notice
of the amalgamation which shall contain or have attached
thereto the following information:

COMPANIES AMENDMENT (NO 2) ACT 1998

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(a) the effective date of the amalgamation;

(b) the name of the foreign jurisdiction;

(c) the address of the registered office or the
principal business address of the amalgamated
corporation in the foreign jurisdiction;

(d) a copy of the statutory declaration required
pursuant to section 104B(2)(a); and

(e) a copy of the irrevocable deed poll required
pursuant to section 104B(2)(b).

(2) Within thirty days after the date of the issue
thereof, the amalgamated corporation continuing as a result of
an amalgamation pursuant to section 104B shall file with the
Registrar a copy of the certificate of amalgamation issued by the
appropriate authority of the foreign jurisdiction, or, if no such
certificate of amalgamation is issued, such other documentary
evidence of the amalgamation as shall be issued by such
authority.

(3) The documents filed with the Registrar pursuant to
subsections (1) and (2) shall be open to public inspection.

Provisions applicable to amalgamation and continuation as a
foreign corporation
104D (1) The provisions of sections 105 to 107 shall apply,
with the necessary changes, to an amalgamation pursuant to
section 104B in the same way as they apply to an amalgamation
pursuant to section 104, except that the provisions of section
106 shall apply only to amalgamating exempted companies.

(2) The effect of an amalgamation pursuant to section
104B shall be the same as in the case of an amalgamation
pursuant to section 104A, except insofar as the laws of the
foreign jurisdiction otherwise provide.

(3) The effective date of an amalgamation pursuant to
section 104B shall be the date that the amalgamation is effective
pursuant to the laws of the foreign jurisdiction.

(4) For the purposes of section 104B(2)(a), adequate
notice is given if—

(a) a notice in writing is sent to each known creditor
having a claim against the company that
exceeds $1,000; and

COMPANIES AMENDMENT (NO 2) ACT 1998

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(b) notice is published in an appointed newspaper
stating that such company intends to
amalgamate with any specified exempted
companies or one or more specified foreign
corporations, or both, and that a creditor of
such company may object to the amalgamation
within thirty days from the date of the notice.".

Amendment of section 107 of principal Act
16 Section 107(1)(b)(ii) of the principal Act is amended by deleting
the words "of amalgamation".

Amendment of section 108 of principal Act
17 Section 108 of the principal Act is amended—

(a) in subsection (2), by deleting paragraph (a) and
substituting the following—

"(a) a certified copy of the resolution or other authority,
if any, of each amalgamating company";

(b) in subsection (4), by deleting the words "subsection (2)"
and substituting the words "subsection (3)(d)".

Amendment of section 109 of principal Act
18 Section 109(g) of the principal Act is amended by deleting the
words "the memorandum of amalgamation shall be deemed to be the
memorandum of the amalgamated company and".

Amendment of section 113 of principal Act
19 Section 113(1)(c) of the principal Act is amended by deleting the
words "of class (a) or (b) above".

Amendment of section 114B of principal Act
20 Section 114B of the principal Act is amended by the addition of
the following—

" (6) The Minister shall lodge with the Registrar a copy of
every licence granted under this section and the licence shall be
available for public inspection by members of the public at the
office of the Registrar during normal business hours.".

Amendment of section 120 of principal Act
21 Section 120(1) of the principal Act is amended—

(a) by deleting the colon preceding the proviso;

COMPANIES AMENDMENT (NO 2) ACT 1998

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(b) by deleting the proviso.

Amendment of section 127 of principal Act
22 Section 127 of the principal Act is amended by deleting
paragraph (ii) and substituting the following—

"(ii) is a company registered under this Act and
stated in its memorandum to be an exempted
company;".

Amendment of section 129 of principal Act
23 (1) Section 129(1) of the principal Act is amended by inserting
after the words "any other Act or" the words ", with the consent of the
Minister, by".

(2) Section 129(1)(a) of the principal Act is repealed and the
following is substituted—

"(a)to acquire and hold land in Bermuda except—

(i) land required for its business by way of lease or
tenancy agreement for a term not exceeding fifty
years; or

(ii) with the consent of the Minister granted in his
discretion, land by way of lease or tenancy
agreement for a term not exceeding twenty-one
years in order to provide accommodation or
recreational facilities for its officers and
employees;".

Amendment of section 129A of principal Act
24 Section 129A of the principal Act is amended by inserting next
after subsection (4) the following—

" (4A) The Minister shall lodge with the Registrar a copy of
every licence granted under this section and the licence shall be
available for inspection by members of the public at the office of
the Registrar during normal business hours.".

Amendment of section 131 of principal Act
25 Section 131(1)(a) of the principal Act is amended by deleting the
words "by two directors or by one director and the secretary" and
substituting the words "on behalf of the company".

Amendment of section 132C of principal Act
26 Section 132C of the principal Act is amended—

COMPANIES AMENDMENT (NO 2) ACT 1998

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(a) by deleting the heading to the section and substituting
the words "Continuance in Bermuda";

(b) in subsection (1), by deleting the words "apply to the
Minister for consent to" and substituting the words ",
subject to section 4A,";

(c) by deleting subsection (2) and substituting the following:

" (2) A foreign corporation seeking to be
continued in Bermuda shall—

(a) obtain all necessary authorizations, if
any, required under the laws of the
jurisdiction in which it was incorporated
or is presently registered in order to
enable it to continue as an exempted
company registered in Bermuda;

(b) provide a memorandum of continuance
in such form as the Minister may
determine;

(c) provide financial statements of the
foreign corporation prepared for a period
ending within twelve months of the
proposed date of continuance.";

(d) by deleting subsection (3) and substituting the following:

" (3) A foreign corporation shall deliver to the
Registrar the memorandum of continuance for
registration.";

(e) by deleting subsections (6), (7), (8), (9), (10), (11) and
(12).

Repeal and replacement of sections 132G to 132K of principal Act
27 The principal Act is amended by deleting sections 132G to 132K
and substituting the following:

"Exempted company may discontinue out of Bermuda
132G (1) An exempted company may be discontinued under
this Act and be continued in a jurisdiction outside Bermuda as if
it had been incorporated under the laws of that other
jurisdiction.

(2) An exempted company shall not be discontinued
pursuant to subsection (1) unless—

COMPANIES AMENDMENT (NO 2) ACT 1998

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(a)(i) a resolution of the members or each
class of members is passed in general
meeting approving the discontinuance,
provided that at any such meeting each
share of the company shall carry the
right to vote in respect of such
discontinuance whether or not it
otherwise carries the right to vote; or

(ii) the discontinuance is approved in such
manner as may be authorised by the
bye-laws of the company;

(b) a statutory declaration has been signed by the
directors of the company stating that the
company is solvent and can meet all of its
liabilities and obligations and that the
discontinuance will not adversely affect the
interests or rights of bona fide creditors and
members;

(c) an irrevocable deed poll is executed by such
company and its directors pursuant to which—

(i) such company and each of its directors
may be served with legal process in
Bermuda in any proceeding arising out
of actions or omissions of such company
prior to the discontinuance and
provision is made for the appointment of
a person within Bermuda as agent for
such company for the service of process
for a period of not less than three years
from the date of discontinuance and for
a signed acceptance of the appointment;
or

(ii) such company and each of its directors
may be served with legal process at a
specified address in the United
Kingdom, the United States of America
or any appointed jurisdiction, and
whereby such company and such
directors submit to the non-exclusive
jurisdiction of the courts of that country
or jurisdiction;

COMPANIES AMENDMENT (NO 2) ACT 1998

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(d) at least fourteen days prior to the discon-
tinuance such company advertises in an
appointed newspaper and in a national
newspaper in each jurisdiction within which it
carried on a substantial part of its trade or
business activities its intention to discontinue
under this Act and continue in the named
jurisdiction; and

(e) the jurisdiction in which such company is to be
continued is an appointed jurisdiction.

Documents to be filed on discontinuance
132H (1) An exempted company shall not be discontinued
pursuant to section 132G unless on or before the effective date
of the discontinuance, such company files with the Registrar a
notice of the discontinuance which shall contain or have
attached thereto the following information:

(a) the effective date of the discontinuance;

(b) the name of the jurisdiction in which the
company will continue;

(c) the address of the registered office or the
principal business address of the company in
the jurisdiction in which the company will
continue;

(d) a copy of the statutory declaration required
pursuant to section 132G(2)(b); and

(e) a copy of the irrevocable deed poll required
pursuant to section 132G(2)(c).

(2) Within thirty days after the date of the issue thereof
a company which has been discontinued pursuant to section
132G shall file with the Registrar a copy of the instrument of
continuance issued to the company by the appropriate authority
of the jurisdiction into which the company has been continued,
or, if no such instrument of continuance is issued, such other
documentary evidence of such continuance as shall be issued by
such authority.

(3) On receipt of the copy of the instrument of
continuance or other documentary evidence of continuance, the
Registrar shall file that instrument or document and issue a
certificate of discontinuance which shall be in such form as the

COMPANIES AMENDMENT (NO 2) ACT 1998

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Minister may determine and thereupon the company shall cease
to be registered as a company in Bermuda.

(4) The documents filed with the Registrar pursuant to
subsections (1), (2) and (3) shall be open to public inspection.

Effect of discontinuance
132I (1) The effective date of the discontinuance of a
company pursuant to section 132H shall be the date that such
company's continuance in the appointed jurisdiction is effective
pursuant to the laws of such other jurisdiction, and such
discontinuance and continuance shall not be deemed to operate
to—

(a) create a new legal entity; or

(b) prejudice or affect the continuity of the body
corporate which was formerly the company that
was subject to this Act.

(2) On the effective date of the discontinuance of a
company pursuant to section 132H this Act shall cease to apply
to such company except as is required by the provisions hereof.".

Amendment of section 143 of principal Act
28 Section 143(a) of the principal Act is repealed and the following
is substituted—

"(a) acquire or hold land in Bermuda except—

(i) land required for its business by way of lease or
tenancy agreement for a term not exceeding fifty
years; or

(ii) with the consent of the Minister granted in his
discretion, land by way of lease or tenancy
agreement for a term not exceeding twenty-one
years in order to provide accommodation or
recreational facilities for its officers and
employees;".

Amendment of section 161 of principal Act
29 Section 161 of the principal Act is amended by inserting after
paragraph (c) the following new paragraph—

"(d) the company engages in a prohibited business activity in
contravention of section 4B;".

COMPANIES AMENDMENT (NO 2) ACT 1998

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Amendment of First Schedule to principal Act
30 Paragraph 12 of the First Schedule to the principal Act is
amended—

(a) by deleting the word "twenty-one" and substituting the
word "fifty";

(b) by deleting the words "similar period" and substituting
the words "term not exceeding twenty-one years".

Amendment of Second Schedule to principal Act
31 The Second Schedule to the principal Act is amended—

(a) by deleting the words "A company" and substituting the
words "Subject to section 4A, a company";

(b) by deleting the full stop at the end thereof;

(c) by adding the following new paragraph—

"(v) to be and carry on the business of a mutual
fund within the meaning of section 156A.";

(d) by adding the following proviso—

" Provided that none of these objects shall enable
the company to carry on restricted business activity as
set out in the Ninth Schedule except with the consent of
the Minister.".

Amendment of Schedules to principal Act
32 The principal Act is amended by adding the Ninth Schedule and
the Tenth Schedule thereto as set out in the First Schedule to this Act.

Consequential amendments to other Acts
33 The Acts specified in column 1 of the Second Schedule are
amended in the manner set out in column 2 of that Schedule.

Commencement
34 This Act comes into operation on such day as the Minister of
Finance may appoint for the purpose by notice published in the Gazette
and different days may be appointed for the coming into operation of
different provisions of this Act.

COMPANIES AMENDMENT (NO 2) ACT 1998

19

FIRST SCHEDULE (section 32)

"NINTH SCHEDULE (section 4A)

RESTRICTED BUSINESS ACTIVITIES

Restricted business activities are—

(a) the carrying on of the business of providing financial
services including—

(i) banking business as defined in the Banks Act
1969;

(ii) deposit-taking business as defined in the
Deposit Companies Act 1974;

(iii) trust business as defined in the Trust
Companies Act 1991;

(iv) insurance business as defined in the Insurance
Act 1978;

(v) custody and administration of securities;

(b) any business activity which is not specified in the
Second Schedule.

TENTH SCHEDULE (section 4B)

PROHIBITED BUSINESS ACTIVITIES

The following are prohibited business activities—

(a) trafficking in armaments as defined in the Armaments
(Control) Act 1964;

(b) except as authorized by law, operating lotteries as
defined in the Lotteries Act 1944 or gambling facilities,
including the operation thereof through the Internet;

(c) except as authorized by law, importation, exportation
trading in, manufacture, production or supply of
controlled drugs as defined by the Misuse of Drugs Act
1972.".

COMPANIES AMENDMENT (NO 2) ACT 1998

20

SECOND SCHEDULE (section 33)

CONSEQUENTIAL AMENDMENTS

COLUMN 1
Act

COLUMN 2
Amendment

Banks Act 1969 Insert the following after section 11(2)—

" (3) The applicant shall, not less than
seven days prior to an application for a licence
under subsection (1), advertise in an
appointed newspaper, as defined in the
Companies Act 1981, the applicant's intention
to apply for a licence.".

Bermuda Monetary
Authority Act 1969

In section 21(1)(d), insert after the words
"incorporation of companies" the words
"which propose to carry on any restricted
business activity as set out in the Ninth
Schedule to the Companies Act 1981".

In section 22, delete the words "section 6(2)"
and substitute the words "section 4A(3) or
section 6(1)".

Credit Unions Act
1942

Insert the following after section 3(3)—

" (3A) The applicant shall, not less than
seven days prior to an application for
registration under subsection (2), advertise in
an appointed newspaper, as defined in the
Companies Act 1981, the applicant's intention
to apply for registration.".

Deposit Companies Act
1974

Insert the following after section 3(2)—

" (2A) The applicant shall, not less than
seven days prior to an application for a licence
under subsection (2), advertise in an
appointed newspaper, as defined in the
Companies Act 1981, the applicant's intention
to apply for a licence.".

COMPANIES AMENDMENT (NO 2) ACT 1998

21

Trust Companies Act
1991

Insert the following after section 5(2)—

" (2A) The applicant shall, not less than
seven days prior to an application for a licence
under subsection (1), advertise in an
appointed newspaper, as defined in the
Companies Act 1981, the applicant's intention
to apply for a licence.".