Overseas Partnerships Amendment Act 2005
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2005
BERMUDA
2005 : 20
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2005
Date of Assent: 22 July 2005
Operative date: 22 July 2005
ARRANGEMENT OF SECTIONS
1 Short title
2 Amends section 11
3 Amends section 13
4 Amends section 22
WHEREAS it is expedient to amend the Overseas Partnerships
Act 1995.
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:
Short title
1 This Act may be cited as the Overseas Partnerships Amendment
Act 2005.
Amends section 11
2 Section 11 of the Overseas Partnerships Act 1995 (in this Act
referred to as "the principal Act") is amended —
(a) in subsection (1) ⎯
1
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2005
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(i) by deleting from paragraph (a), the word
"twenty-one", and substituting the word "fifty";
(ii) by repealing paragraph (d);
(iii) by repealing paragraph (e)(iii) and (iv) and
substituting the following ⎯
"(iii) buying or selling or otherwise dealing in
shares, bonds debenture stock
obligations, mortgages or other securities
or investments issued or created by an
exempted undertaking or a local company
(as defined by the Companies Act 1981),
or any partnership which is not an
exempted undertaking;
(iv) transacting banking business in Bermuda
with and through an institution licensed
as a bank under the Banks and Deposit
Companies Act 1999;";
(iv) by deleting the full stop at the end of paragraph
(e)(vi) and substituting a semicolon; and
(v) by inserting the following paragraph next after
paragraph (e)(vi) ⎯
"(vii) in accordance with subsection (8) ⎯
(aa) marketing of shares or dealing with
holders of the 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 an overseas partnership is a
general partner;
(cc) marketing units in or dealing with
holders of units in a unit trust
scheme in respect of which the
overseas partnership is a
manager."; and
(b) by inserting the following subsection next after
subsection (7) ⎯
(8) For the purposes of subsection (1)(e)(vii), an overseas
partnership shall be deemed to be marketing or dealing with holders of
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2005
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shares, interests or units if it undertakes any of the following activities in
Bermuda ⎯
(a) offering of such shares, interests or units for
subscription or purchase by way of a prospectus or
otherwise;
(b) acceptance of subscriptions for, or of offers to purchase,
or of applications to redeem such shares, interests or
units;
(c) distribution of shareholder, limited partnership or unit-
holder information to holders of such shares, interests
or units;
(d) making it known, by way of advertisement or otherwise,
that it may be contacted at an address in Bermuda for
the purpose of communicating with holders of such
shares, interests or units or the distribution and
collection of shareholders, limited partnership or unit-
holder information; and
(e) 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 13
3 Section 13 of the principal Act is amended ⎯
(a) by renumbering the existing provision as subsection (1);
and
(b) by inserting the following subsections next after
subsection (1) ⎯
"(2) A resident representative is entitled to ⎯
(a) attend, be heard at, and receive minutes of
all proceedings of, all meetings of an overseas
partnership;
(b) receive notice of any overseas partnership
meeting; and
(c) file any documents and make any
applications required or permitted under this
Act.
(3) Notwithstanding subsection (2)(b), an accidental
omission to give notice of an overseas partnership
meeting to a resident representative shall not
invalidate any action taken at any such meeting.".
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2005
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Amends section 22
4 Section 22 of the principal Act is amended ⎯
(a) in subsection (1)(a) by deleting the words "subject to
subsection (2),"; and
(b) by deleting subsection (2).
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