Companies Amendment Act 1999
COMPANIES AMENDMENT ACT 1999
1
BERMUDA
1999 : 25
COMPANIES AMENDMENT ACT 1999
[Date of Assent 23 July 1999]
[Operative Date 23 July 1999]
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 Act 1999.
Amendment of section 19 of principal Act
2 Section 19 of the principal Act is amended by the addition of the
following—
" (3) In this section "register of members" includes any
branch register kept under section 65.".
Amendment of section 26 of principal Act
3 Section 26 of the principal Act is amended—
(a) in subsection (1), by inserting after the words "Subject
to" the words "subsection (1A) and"
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(b) by inserting next after subsection (1) the following—
" (1A) It is not necessary to publish and file a
prospectus under subsection (1) where—
(a) the shares are listed on an appointed
stock exchange and the rules of the
appointed stock exchange do not require
the company to publish a prospectus; or
(b) the company is subject to the rules or
regulations of a competent regulatory
authority and such rules or regulations
do not require the company to publish a
prospectus, except where exemption
from publication of a prospectus is given
by reason of the offer being made only to
persons who are resident outside the
jurisdiction of the authority.".
Amendment of section 42 of principal Act
4 Section 42 of the principal Act is amended by the addition of the
following—
" (4) On the redemption of preference shares under this
section, any amount due to a shareholder may—
(a) be paid in cash;
(b) be satisfied by the transfer of any part of the
undertaking or property of the company having
the same value; or
(c) be satisfied partly under paragraph (a) and
partly under paragraph (b).".
Amendment of section 42A of principal Act
5 Section 42A of the principal Act is amended by inserting next
after subsection (6) the following—
" (6A) On the purchase of its own shares under this
section, any amount due to a shareholder may—
(a) be paid in cash;
(b) be satisfied by the transfer of any part of the
undertaking or property of the company having
the same value; or
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(c) be satisfied partly under paragraph (a) and
partly under paragraph (b).".
Insertion of section 54A in principal Act
6 The principal Act is amended by inserting after section 54 the
following:
"Right to claim damages
54A A person is not debarred from obtaining damages or
other compensation from a company by reason only of his
holding or having held shares in the company or any right to
apply or subscribe for shares or to be included in the company's
register of members in respect of shares.".
Amendment of section 65 of principal Act
7 Subsection 65(6) of the principal Act is amended by inserting
after the words "register of members" the words "or any branch register".
Amendment of section 66 of principal Act
8 Section 66 of the principal Act is amended by the addition of the
following—
" (6) This section applies to a branch register kept under
section 65 except that in relation to a branch register subsection
(5) shall have effect as if for reference to an appointed newspaper
there were substituted reference to a national newspaper in the
jurisdiction in which the branch register is kept.".
Amendment of section 72 of principal Act
9 Section 72(2) of the principal Act is amended by inserting after
the word "directors" the words "required to be elected, if any".
Amendment of section 73 of principal Act
10 Section 73 of the principal Act is amended by inserting after the
word "directors" the words ", if such election is required by the bye-laws
of the company,".
Repeal and replacement of section 78 of principal Act
11 Section 78 of the principal Act is repealed and the following is
substituted—
"Representation of corporations at meetings
78 (1) A corporation, whether a company within the
meaning of this Act or not, may—
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(a) if it is a member of another corporation, being a
company within the meaning of this Act, to the
extent expressly permitted by the bye-laws of
that company, authorise such person or persons
as it thinks fit to act as its representative or
representatives, as the case may be, at any
meeting of the company or at any meeting of any
class of members of the company, provided that,
if more than one person is authorised, the
authority shall specify the number and class of
shares held by the relevant member in respect of
which each such person is authorised to act as
such representative;
(b) if it is a creditor (including a holder of
debentures) of another corporation, being a
company within the meaning of this Act,
authorise such person or persons as it thinks fit
to act as its representative or representatives, as
the case may be, at any meeting of any creditors
of the company held in pursuance of this Act or
of any rules made thereunder, or in pursuance
of the provisions contained in any debenture,
trust deed or warrant agreement, as the case
may be.
(2) The number of persons a member or creditor of a
company may authorise to act as its representative or
representatives pursuant to the authorities set out in subsection
(1) shall not exceed the number of shares or securities held by
that member or creditor, being shares or securities in respect of
which there is an entitlement to attend and vote at the relevant
meeting.
(3) Each representative authorised pursuant to
subsection (1) shall be entitled to exercise the same powers on
behalf of the corporation or its nominee which he represents as
that corporation or its nominee could exercise as if it were an
individual member, creditor or holder of debentures of that other
company and, in addition, the right to vote individually on a
show of hands.".
Amendment of section 81 of principal Act
12 Section 81(1) of the principal Act is amended by deleting the
words ", of all proceedings of meetings of its directors and, where there
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are managers, of all proceedings of meetings of its managers" and
substituting "and of all proceedings of meetings of its directors".
Amendment of section 83 of principal Act
13 Section 83 of the principal Act is amended—
(a) by deleting subsection (2) and substituting the
following—
" (2) The records of account shall be kept at the
registered office of the company or at such other place as
the directors think fit and shall at all times be open to
inspection by the directors or a resident representative
referred to in section 130(1)(d):
Provided that if the records of account are kept
at some place outside Bermuda, there shall be kept at
the office of the company in Bermuda such records as
will enable the directors or a resident representative
referred to in section 130(1)(d) to ascertain with
reasonable accuracy the financial position of the
company at the end of each three month period, except
that where the company is listed on an appointed stock
exchange, there shall be kept such records as will enable
the directors or a resident representative to ascertain
with reasonable accuracy the financial position of the
company at the end of each six month period.";
(b) in subsection (4), by deleting the words "a director" and
substituting the words "the directors or a resident
representative referred to in section 130(1)(d)".
Amendment of section 91 of principal Act
14 Section 91 of the principal Act is amended by deleting
subsection (2) and substituting the following—
" (1A) A maximum number of directors may be
determined by the members at a general meeting of the company
or in such other manner as may be provided in the bye-laws.
(2) Where a maximum number of directors has been
determined in accordance with subsection (1A), 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 such maximum.".
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Amendment of section 104B of principal Act
15 Section 104B(2)(d) of the principal Act is repealed and the
following is substituted—
"(d) the foreign jurisdiction is—
(i) an appointed jurisdiction; or
(ii) approved by the Minister, upon application by
the company for the purpose of the
amalgamation of the company with a foreign
corporation and continuance as a foreign
corporation.".
Amendment of section 132G of principal Act
16 Section 132G(2)(e) of the principal Act is repealed the following is
substituted—
"(e) the jurisdiction in which such company is to be
continued is—
(i) an appointed jurisdiction; or
(ii) approved by the Minister, upon application by
the company for the purpose of the
discontinuance of the company out of
Bermuda.".
Amendment of section 156 of principal Act
17 Section 156 of the principal Act is amended by the addition of
the following—
" (3) For the avoidance of doubt it is declared that—
(a) sections 104 to 109 apply, with the necessary
changes, to mutual companies;
(b) in sections 105 to 108 references to "shares" and
to "capital" shall be read as if they were
references to "membership interests" and to "a
reserve fund" respectively.".
