Companies (Forms) Amendment Rules 1998

Link to law: http://www.bermudalaws.bm/Laws/Annual%20Laws/1998/Statutory%20Instruments/Companies%20%28Forms%29%20Amendment%20Rules%201998.pdf

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Companies (Forms) Amendment Rules 1998
THE COMPANIES (FORMS) AMENDMENT RULES 1998

1

BR 69/1998

COMPANIES ACT 1981

1981 : 59

THE COMPANIES (FORMS) AMENDMENT RULES 1998

The Minister, in exercise of the powers conferred on him by
section 288(2) of the Companies Act 1981, makes the following Rules:

Citation and commencement
1 These Rules may be cited as the Companies (Forms) Amendment
Rules 1998 and shall come into operation on 5th October, 1998.

Amends existing Rules
2 The Companies (Forms) Rules 1982 are amended

(a) by deleting Form No. 1 and Form No. 1a and substituting
the following:

"FORM No. 1

BERMUDA

THE COMPANIES ACT 1981

APPLICATION FOR REGISTRATION/CONTINUATION

Pursuant to Section 6/132C(1)

For the meaning of expressions used in this form, reference should be
made to the Companies Act 1981 (the "Act").

1. State the proposed name of the Company (hereinafter referred to as
the "Company").

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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2. State whether this application requires consent pursuant to section
4A.

• Consent Required • No Consent Required

3. State whether the business activities of the Company will be
Restricted, Non-Restricted or both and the precise nature and fields of
operation of the business intended to be carried on by the Company.

A. • Restricted Activities • Non-Restricted Activities

B. Activity Details _________________________________________________

4. State whether the Company is to a local or exempted company and
whether the Company will have a physical presence in Bermuda.

• Exempted • Local • Yes
Physical Presence

• No

5. State whether the Company proposes to carry on business in
Bermuda and who will manage the Company in Bermuda.

A. • Proposes to carry on • Does not propose to carry on
business business

B. Company Manager

____________________________________________________

6. State entity type. Mark as appropriate.

• Limited Liability • Unlimited Liability • Limited By Guarantee
• Mutual Company • Limited Duration

7. State the proposed address of the registered office of the Company
and the name of the Bermuda resident representative (where the
Company proposes to rely on Section 130 of the Companies Act 1981).

____________________________________________________

8. The persons applying for consent to incorporate (or continue) the
Company are:—

Name and Occupation or Nationality Date of Birth
Address Place of Incorporation

9. State the direct (registered) owner(s) of the Company. Complete as
appropriate.

a) If an individual:

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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Name and Occupation Nationality No. and Class % of Date of
Address of Shares Voting Birth

Rights

b) If a company:

Name and Place of Stock Exchange(s) No. and Class % of
Address Incorporation (if quoted) of Shares Voting

Rights

c) If a partnership:

Name and Address Place of Stock Exchange(s) % of
Formation (if quoted) Voting Rights

d) If a trust:

Name and Address Date and Country Nationality Date of
Birth
of Settlor of Settlement

Name and Address Occupation or Place Nationality % of
Voting
of Trustee(s) of Incorporation Rights

Name and Address Occupation or Place Nationality Date of Birth
of Beneficiaries of Incorporation

10. State the intermediate owner(s) of the Company.

Name of Address of Place of Stock Exchange(s)
Intermediate Intermediate Incorporation(s) (if quoted)
Owner(s) Owner(s)

11. State the details of the ultimate beneficial owner(s) of the
Company. Complete as appropriate.

a) If an individual:

Name and Occupation Nationality No. and Class % of Date of
Address of Shares Voting Birth

Rights

b) If a company:

Name and Place of Stock Exchange(s) No. and Class % of
Address Incorporation (if quoted) of Shares Voting

Rights

c) If a partnership:

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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Name and Address Place of Stock Exchange(s) % of
Formation (if quoted) Voting Rights

d) If a trust:

Name and Address Date and Country Nationality Date of
Birth
of Settlor of Settlement

Name and Address Occupation or Place Nationality % of
Voting
of Trustee(s) of Incorporation Rights

Name and Address Occupation or Place Nationality Date of
Birth
of Beneficiaries of Incorporation

We, the undersigned, hereby apply to the Ministry of Finance for the
Company to be registered (or continued). We have read the Companies
Act 1981 and will abide by its provisions. The particulars set out in this
application form are true to the best of our information, knowledge and
belief. We are aware that it is a criminal offence to make any false
statement pertaining to this application under the provisions of the
Companies Act 1981.

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

Dated this day of

SUPPLEMENTARY NOTES:

1. If it is proposed to offer shares or stocks in the Company to the
public by private placement or listing on a stock exchange, a copy of
the prospectus or other offering document must be submitted with
this form.

2. If the Company is a local company evidence must be submitted
that, within three months prior to the date of submission of this
application, the applicants have advertised their intention to
incorporate the Company.

3. (a) In respect of any direct registered beneficial owner as listed in
question 9, Financial Statements and/or Personal Declarations
will be required in respect of—

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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(i) Any individual proposing to hold 5% or more of the share
capital of the Company; or

(ii) Any body corporate (which term shall include companies,
partnerships and unincorporated associations) proposing
to hold 5% or more of the share capital of the Company;

(b) Where the financial position of a body corporate in paragraph
(a)(ii) is consolidated, the consolidated statement will be
acceptable.

4. Where the Company requests power to hold land situate in
Bermuda, the applicants must obtain the consent of the Minister of
Finance through the Registrar of Companies pursuant to section
120(1) of the Companies Act 1981.

FORM No. 1a

BERMUDA

THE COMPANIES ACT 1981

CONSENT

Pursuant to Section 4A

In exercise of the powers conferred upon him by section 4A of the
Companies Act 1981, the Minister of Finance hereby gives his consent
to:—

Name of Company

to carry on restricted business activities in accordance with the
Companies Act 1981.

Dated this day of

Minister of Finance

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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FORM No. 1b

BERMUDA

THE COMPANIES ACT 1981

APPLICATION FOR REGISTRATION OF LOCAL COMPANY

NOT CARRYING ON RESTRICTED BUSINESS ACTIVITY

Pursuant to Section 6

1. The proposed name of the company to be incorporated (hereinafter
called "the Company") is ____________________ .

2. The persons applying to form and incorporate the Company are—

Name and Nationality Bermudian status Resident % of
Address Yes/No Yes/No Voting

Rights

We the undersigned apply to the Ministry of Finance to be registered.
We have read the Companies Act 1981 and will abide by the terms of the
Act. The particulars set out in the application form are true to the best
of our information, knowledge and belief. We are aware that it is a
criminal offence to make any false statement pertaining to this
application under the provisions of the Companies Act 1981.

_____________________________________________________________________

_____________________________________________________________________

_____________________________________________________________________

Dated this day of

Supplementary Notes

1. Applicants are required to submit an original of the
Memorandum of Association and this application to the
Ministry of Finance through the Registrar of Companies and a
copy of the Memorandum of Association and the application to
the Bermuda Monetary Authority.

2. Evidence must be submitted that, within three months prior to
the date of submission of this application, the applicants have
advertised their intention to incorporate the Company.

3. Where the Company requests power to hold land in Bermuda,
the applicants must obtain the consent of the Minister of
Finance through the Registrar of Companies pursuant to
section 120(1) of the Companies Act 1981.".

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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(b) in Form No. 2, by deleting paragraph 4 and substituting the
following:

"4 The Company, with the consent of the Minister of Finance, has
power to hold land situate in Bermuda not exceeding [blank] in all,
including the following parcels";

(c) in Form No. 2a, by deleting paragraph 6 and substituting
the following:

"6 The Company, with the consent of the Minister of Finance, has
power to hold land situate in Bermuda not exceeding [blank] in all,
including the following parcels";

(d) by deleting Form No. 2b, and substituting the following:

"FORM No. 2b

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY
GUARANTEE - MUTUAL COMPANY

Pursuant to Sections 5, 7(1), 153 and 154

MEMORANDUM OF ASSOCIATION

OF

[Company] Limited
(hereinafter referred to as "the Company")

1. The liability of the members is limited.

2. The liability of every member of the Company to contribute to the
assets of the Company, in the event of it being wound up shall be
limited to the premiums or any unpaid premiums or undischarged
portion thereof due to the Company on the date of the
commencement of the winding-up from such member.

3. The reserve fund of the Company is _________________ .

4. The objects for which the Company is formed and incorporated are—

5. The Company is to be an exempted/local* Company.

6. The Company proposes/does not propose* to carry on business in
Bermuda.

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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7. The Company, with the consent of the Minister of Finance, has power
to hold land situate in Bermuda not exceeding _____ in all, including
the following parcels:—

8. We, the undersigned, namely,

Name and Address Bermudian Status Nationality Number of
(Yes/No) Shares

Subscribed

are desirous of being formed into a Company, in pursuance of this
memorandum of association.

(* Delete as applicable)

Signed by each subscriber in the presence of at least one witness
attesting the signature thereof:—

___________________________ ______________________________

___________________________ ______________________________

___________________________ ______________________________
(Subscribers) (Witnesses)

Subscribed this day of

Stamp Duty (to be affixed) ".

(e) by the insertion of the following new forms:

"FORM No. 2c

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF UNLIMITED LIABILITY COMPANY

Section 7(1)

MEMORANDUM OF ASSOCIATION

OF

[Company]
(hereinafter referred to as "the Company")

1. The liability of the members of the Company is unlimited.

2. We, the undersigned, namely,

Name and Address Bermudian Status Nationality Number of

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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(Yes/No) Shares
Subscribed

do hereby respectively agree to take such number of shares of the
Company as may be allotted to us respectively by the provisional
directors of the Company, not exceeding the number of shares for
which we have respectively subscribed, and to satisfy such calls as
may be made by the directors, provisional directors or promoters of
the Company in respect of the shares allotted to us respectively.

3. The Company is to be a local/exempted* Company as defined by the
Companies Act 1981.

4. The Company, with the consent of the Minister of Finance, has power
to hold land situate in Bermuda not exceeding ______ in all, including
the following parcels:—

5. The authorised share capital of the Company is $ ______ divided into
shares of ______ each. The minimum subscribed share capital of the
Company is $ _________.

6. The objects for which the Company is formed and incorporated are:—

(* Delete as applicable)

Signed by each subscriber in the presence of at least one witness
attesting the signature thereof:—

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________
(Subscribers) (Witnesses)

Subscribed this day of

Stamp Duty (to be affixed)

FORM No. 2d

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF CONTINUANCE OF COMPANY LIMITED BY
SHARES

Section 132C(2)

MEMORANDUM OF CONTINUANCE

THE COMPANIES (FORMS) AMENDMENT RULES 1998

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OF

[Company] Ltd.
(hereinafter referred to as "the Company")

1. The liability of the members of the Company is limited to the amount
(if any) for the time being unpaid on the shares respectively held by
them.

2. The Company is an exempted company as defined by the Companies
Act 1981.

3. The authorised share capital of the Company is $ ______ divided into
shares of _______ each. The minimum subscribed share capital of
the Company is $ __________ .

4. The Company, with the consent of the Minister of Finance, has power
to hold land situate in Bermuda not exceeding _______ in all,
including the following parcels:—

5. Details of Incorporation:

6. The objects of the Company from the date of continuance are:—

Signed by duly authorised persons in the presence of at least one
witness attesting the signature thereof:—

______________________________ ______________________________

______________________________ ______________________________

______________________________ ______________________________
(Authorised persons) (Witnesses)

Dated this day of ".

(f) by deleting Form No. 3, Form No. 3a, Form No. 4 and Form
No. 5.

Made this day of 1998

Minister of Finance