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Companies Amendment Act 2008

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Companies Amendment Act 2008
COMPANIES AMENDMENT ACT 2008



BERMUDA

2008 : 4

COMPANIES AMENDMENT ACT 2008

Date of Assent: 25 March 2008

Operative Date: 1 April 2008

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:

Short title
1 This Act may be cited as the Companies Amendment Act 2008.

Repeal and replacement of Fifth Schedule to Act
2 The Fifth Schedule to the Act is repealed and replaced with the
following —

“FIFTH SCHEDULE

PART I (Section 121)
1 The appropriate fee in the case of a company whose business
includes the management of any unit trust fund, shall be two thousand
nine hundred and five dollars in respect of each unit trust fund managed
by that company at the date of the declaration made under section 121.

2 When the issued capital of a company if a company limited by
shares, or other company having a share capital, is—

Issued capital Tax payable

(i) less than $50,000 $650


1



COMPANIES AMENDMENT ACT 2008


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(ii) $50,000 or more but less than
$250,000


$970

(iii) $250,000 or more but less than
$500,000


$1,620

(iv) $500,000 or more but less than
$1,000,000


$3,225

(v) $1,000,000 or more but less than
$5,000,000


$6,445

(vi) $5,000,000 or more but less than
$10,000,000


$12,275

(vii) $10,000,000 or more $18,410

In the case of a local company which is a mutual company, the tax
payable by such company shall be on the same scale as a company
limited by shares but the basis shall be the reserve fund of such a
company in place of that issued capital.

In the case of a local company which is a company limited by guarantee,
other than a mutual company no fee shall be payable.

In the case of a local company engaging in or carrying on wholesale
trading business in respect of petroleum and other oils or liquefied
petroleum gas the tax payable by such company shall be $18,410.

PART II (Section 131, 135)

1 A EXEMPTED COMPANIES (Section 131)

(a) Where the assessable capital of the exempted
company—

Conditions Fee

(a) Where the assessable capital of the
exempted company—



(i) is $0-$12,000 $1,995

(ii) is $12,001-$120,000 $4,070

(iii) is $120,001-$1,200,000 $6,275

(iv) is $1,200,001-$12,000,000 $8,360

(v) is $12,000,001-$100,000,000 $10,455

(vi) is $100,000,001-$500,000,000 $18,670

(vii) is $500,000,001 or more $31,120

COMPANIES AMENDMENT ACT 2008


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(b) Where the exempted company's
business includes the management of any unit
trust fund: in respect of each unit trust fund
managed by the company at the date the
declaration under section 131(1) was made






$2,905

(bb) (i) Where the exempted company is a
small foreign sales corporation which does not
lease aircraft




$585

(ii) Where the exempted company is a
regular foreign sales corporation which does not
lease aircraft




$1,180

(iii) Where the exempted company is a
foreign sales corporation, whether small or
regular, which leases aircraft




$1,980

(c) (i) Where the exempted company is
one whose capital is denominated in a currency
other than Bermuda area currency or currency
of the United States of America, and the
Bermuda area currency equivalent is $15,000 or
less







$1,995

(ii) Where the exempted company is
one limited by guarantee (but is not a mutual
company)




$1,995

(iii) Where the exempted company is
the parent company of a wholly owned
exempted company that carries on insurance
business as defined in the Insurance Act 1978





$1,995

(iv) Where the exempted company is
one whose capital is denominated in a currency
other than Bermuda area currency or currency
of the United States of America, and the
Bermuda area currency equivalent is $150,000
or less







$4,125

(v) Where the exempted company is
one which is engaging in or carrying on, in
Bermuda, wholesale trading business in respect
of petroleum and other oils or liquefied
petroleum gas






$19,330

COMPANIES AMENDMENT ACT 2008


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B PERMIT COMPANIES (Section 135)

Conditions Fee

(a) Where the permit company is one
which is engaging in or carrying on, in
Bermuda, wholesale trading business in respect
of petroleum and other oils or liquefied
petroleum gas






$19,330

(b) Where the principal business of the
permit company is finance business or
insurance business or, in the case of a permit
company which is open-ended, mutual fund
business






$4,125

(c) Where the permit company's business
includes the management of any unit trust
fund: in respect of each unit trust fund
managed by the company at the date the
declaration under section 135 (as read with
section 131) was made







$2,905

(d) In any other case $1,995

For the above purposes, the following expressions have the following
meanings—

"finance business" means the business of raising money from the
public by the issue of bonds or other securities;

"foreign sales corporation" means a company which—

(a) has been registered under this Act as an exempted
company; and

(b) has been designated as a foreign sales corporation under
the Internal Revenue Code, of the United States of
America, and has submitted to the Registrar a certified
copy of the document which—

(i) evidences such designation; and

(ii) specifies whether the company is a small or
regular foreign sales corporation;

"insurance business" means the business of effecting or carrying
out contracts of insurance or reinsurance as principal, but
excluding insurance management or insurance brokerage
business;

"mutual fund business" means the business of raising money
from the public for investment in real property, shares,
stocks or personal property;

COMPANIES AMENDMENT ACT 2008


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"open-ended company" means a company which has power
under the terms of its incorporation to redeem or purchase
for cancellation its issued shares at the option of, or on the
request of, a shareholder;

"regular foreign sales corporation" means a foreign sales
corporation which, under the Internal Revenue Code of the
United States of America, has been so designated.

"small foreign sales corporation" means a foreign sales
corporation which, under the Internal Revenue Code of the
United States of America, has been so designated;

"unit trust fund" means a fund under which the property is held
on trust for the participants.

2 Where a company liable to pay the higher fee in any year does
not carry on the business attracting the higher fee, it shall only pay the
lower. Where a company liable to pay the higher fee at any time during a
year carries on the business attracting the higher fee, it shall pay that
fee for that year.

C SEGREGATED ACCOUNTS COMPANIES

In addition to the annual fee or tax otherwise payable under this
Schedule a segregated accounts company registered under section 6 of
the Segregated Accounts Companies Act 2000 shall pay an annual fee of
$280 in respect of each segregated account operated by the company,
subject to a maximum annual fee of $1,120 in the aggregate.

Commencement
3 This Act shall come into operation on 1st April 2008.