Companies Amendment Act 2000
COMPANIES AMENDMENT ACT 2000
1
BERMUDA
2000 : 29
COMPANIES AMENDMENT ACT 2000
[Date of Assent 11 August 2000]
[Operative Date 11 August 2000]
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 2000.
Amendment of section 13 of principal Act
2 Section 13(2)(f) of the principal Act is amended by deleting all the
words following the words "members of the company".
Insertion of section 14B in principal Act
3 The principal Act is amended by inserting after section 14A the
following—
"Re-registration of unlimited liability company as company
limited by shares or by guarantee
14B (1) Subject to the provisions of this section, a company
which is registered as an unlimited liability company may, by
COMPANIES AMENDMENT ACT 2000
2
resolution passed at a general meeting of members of the
company, be re-registered as a company limited by shares or by
guarantee in accordance with the requirements of this section.
(2) No application to re-register an unlimited liability
company as a company limited by shares or by guarantee shall
be lodged with the Registrar unless such application is
accompanied by a certified copy of a resolution that it should be
so re-registered passed at a general meeting of the company.
(3) The resolution must state whether the company is
to be limited by shares or by guarantee and—
(a) if it is to be limited by shares, must state what
the share capital is to be and provide for; or
(b) if it is to be limited by guarantee, must provide
for,
the making of such alterations to its memorandum and bye-laws
as are necessary to bring them (in substance and in form) into
conformity with the requirements of this Act with respect to the
memorandum and bye-laws of a company so limited.
(4) The application shall be accompanied by a
written copy of the memorandum of the company as altered by
the resolution.
(5) 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 28 of principal Act
4 Section 28 of the principal Act is amended—
(a) by designating the existing section as subsection (1);
(b) by the addition of the following—
" (2) Where an appointed stock exchange or any
competent regulatory authority has received or otherwise
accepted the prospectus, then subsection (1) shall not
apply.".
Amendment of section 29 of principal Act
5 Section 29(1) of the principal Act is repealed and the following is
substituted—
"29 (1) Where—
COMPANIES AMENDMENT ACT 2000
3
(a) any company continuously over a period offers
shares to the public; and
(b) any of the particulars in a prospectus issued by
that company ceases to be accurate in a
material respect,
the company, as soon as reasonably practicable after becoming
aware of that fact, shall—
(c) publish supplementary particulars disclosing
the material changes;
(d) file a copy of the supplementary particulars with
the Registrar; and
(e) give a copy of the supplementary particulars to
each shareholder of the company.".
Amendment of section 39A of principal Act
6 Section 39A(2A) of the principal Act is repealed and the following
is substituted—
" (2A) Section 39 shall only prohibit a company from
giving financial assistance if, on the date from which the
financial assistance is to be given, there are reasonable grounds
for believing that the company is, or after the giving of such
financial assistance would be, unable to pay its liabilities as they
become due.".
Amendment of section 42 of principal Act
7 (1) Section 42(2) of the principal Act is amended by deleting all
the words after the word "effected" where it secondly occurs and
substituting "if, on the date on which the redemption is to be effected,
there are reasonable grounds for believing that the company is, or after
the redemption would be, unable to pay its liabilities as they become
due".
(2) Section 42(2A) of the principal Act is repealed.
Amendment of section 42A of principal Act
8 Section 42A (5) of the principal Act is repealed and the following
is substituted—
" (5) No purchase by a company of its own shares may
be effected if, on the date on which the purchase is to be
effected, there are reasonable grounds for believing that the
COMPANIES AMENDMENT ACT 2000
4
company is, or after the purchase would be, unable to pay its
liabilities as they become due.".
Amendment of section 46 of principal Act
9 Section 46 of the principal Act is amended—
(a) by the repeal of subsection (2) and the substitution of
the following—
" (2) No company shall reduce the amount of its
share capital—
(a) unless, at a date not more than thirty days and
not less than fifteen days before the date on
which the reduction of the share capital is to
have effect, the company causes a notice to be
published in an appointed newspaper stating—
(i) the amount of the share capital as last
determined by the company;
(ii) the amount to which the share capital is to
be reduced; and
(iii) the date on which the reduction is to have
effect; and
(b) if, on the date the reduction is to be effected,
there are reasonable grounds for believing that
the company is, and after the reduction would
be, unable to pay its liabilities as they become
due.".
(b) in subsection (5), by deleting the words "and the affidavit
referred to in subsection (2)(b) annexed thereto".
Amendment of section 62 of principal Act
10 Subsections 62(2) and (3) of the principal Act are repealed and
the following is substituted—
" (2) On incorporation the situation of the company's
registered office is that specified in a notice in the prescribed
form given to the Registrar under section 69(2)(e).
(3) The company may change the situation of its
registered office from time to time by giving notice in the
prescribed form to the Registrar and such change takes effect
upon the notice being registered by the Registrar.
COMPANIES AMENDMENT ACT 2000
5
(4) If default is made in complying with this section the
company or every officer of the company who is in default shall
be liable to a default fine.".
Amendment of section 69 of principal Act
11 Section 69(2) of the principal Act is amended—
(a) by deleting the word "and" preceding paragraph (d);
(b) by deleting the full stop at the end thereof and
substituting a semi-colon;
(c) by inserting after paragraph (d) the following—
"(e) power to give notice of the registered office under
subsection 62(2) but, if the provisional directors fail to
do so, an officer of the company shall give the notice;
and
(f) power to complete and execute all documentation
necessary and incidental to incorporating a company.".
Amendment of section 71 of principal Act
12 Section 71 of the principal Act is amended by the addition of the
following—
" (5) Where the bye-laws so provide, a general meeting of
the members of a company may be held with only one individual
present if the requirement for a quorum is satisfied and, where a
company has only one shareholder or only one holder of any
class of shares, the shareholder present in person or by proxy
constitutes a general meeting.".
Amendment of section 78 of principal Act
13 Section 78(1)(a) of the principal Act is amended—
(a) by deleting the words ", to the extent expressly permitted
by the bye-laws of that company" where they occur after
the words "this Act";
(b) by inserting after the words "such person or" the words
", to the extent expressly permitted by the bye-laws of
that company, such".
Amendment of section 102 of principal Act
14 Section 102 of the principal Act is amended by deleting the
words "after the expiration of the said four months" and substituting
"beginning with the date on which such approval is obtained".
COMPANIES AMENDMENT ACT 2000
6
Amendment of section 113 of principal Act
15 (1) Section 113(1) of the principal Act is amended by inserting
after paragraph (c) the following—
" (d) an institution licensed as a bank under section
14(5)(a) of the Banks and Deposit Companies Act 1999;".
(2) Subsection (1) is deemed to have come into operation on
January 1, 2000.
Amendment of section 114A of principal Act
16 Section 114A(1) of the principal Act is amended by deleting the
words "other than a company to which section 114(1)(a) or (b) applies,".
Amendment of section 118 of principal Act
17 Section 118 of the principal Act is amended by the addition of
the following—
" (10) This section does not apply to a local company that
is licensed under section 114B".
Amendment of section 130 of principal Act
18 Section 130 of the principal Act is amended—
(a) in subsection (5)—
(i) by deleting the full stop at the end thereof and
substituting a semi-colon;
(ii) by adding the following—
"(d) be entitled to file all documents and make all
applications required or permitted by this
Act.";
(b) by deleting subsection (7)(b).
Amendment of section 131 of principal Act
19 Section 131(1)(a)(ii)(aa)3 of the principal Act is amended by
adding the words "or, in the case of a mutual fund as defined in section
156A, the amount at 1 above".
Amendment of section 158 of principal Act
20 Section 158 of the principal Act is amended by deleting the word
"In" and substituting "Subject to section 158A, in".
COMPANIES AMENDMENT ACT 2000
7
Insertion of new section 158A in principal Act
21 The principal Act is amended by inserting after section 158 the
following—
"Winding up of limited company that was formerly unlimited
158A (1) This section applies in the case of a company being
wound up which was at some former time registered as
unlimited but has re-registered as a company limited by shares
or by guarantee under section 14B.
(2) Notwithstanding section 158(a), a past member of
the company who was a member of it at the time of re-
registration, if the winding up commences within the period of
three years beginning on the day on which the company was re-
registered, is liable to contribute to the assets of the company in
respect of debts and liabilities contracted before that time.
(3) If no persons who were members of the company at
that time are existing members of it, a person who at that time
was a present or past member is liable to contribute as provided
in subsection (2) notwithstanding that the existing members
have satisfied the contributions required to be made by them
under this Act.
(4) Subsection (3) applies subject to section 158(a) and
to subsection (2), but notwithstanding section 158(c).
(5) Notwithstanding section 158(d) and (e), there is no
limit on the amount which a person who, at that time, was a
past or present member of the company is liable to contribute.".
