Overseas Partnerships Amendment Act 2009
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2 0 0 9
1
BERMUDA
2009 : 41
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2009
[Date of Assent: 19 July 2009]
[Operative Date: 14 September 2009]
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, which amends the Overseas Partnerships Act 1995 (the
“principal Act”), may be cited as the Overseas Partnerships Amendment
Act 2009.
Amends section 2
2 Section 2 of the principal Act is amended—
(a) in subsection (1), by replacing the definition “Registrar”
with the following—
"Registrar” means the Registrar of Companies appointed
under section 3 of the Companies Act 1981 or such
other person as may be performing the duties of the
Registrar under that Act;”.
(b) in subsection (2), by inserting after the words
“Companies Act 1981” the words “, with any necessary
modifications”.
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2 0 0 9
2
Inserts section 3A
3 The principal Act is amended by inserting the following next after
section 3—
“Partnership fund exempted from requirement for a permit
3A (1) Section 3 does not apply to a partnership fund that is
exempt under subsection (2).
(2) A partnership fund is exempt if it engages a person in
Bermuda to be the fund's administrator or registrar to perform
any or all of the following services or activities for the fund in
Bermuda
(a) corporate secretarial;
(b) accounting;
(c) administrative;
(d) registrar and transfer agency;
(e) in relation to the marketing or dealing with the
holders of its partnership interests, the activities
specified in subsection (3).
(3) The activities referred to in subsection (2) are—
(a) the offering of partnership interests for
subscription or purchase by way of a prospectus
or otherwise;
(b) the acceptance of subscriptions for, or of offers to
purchase, or of applications to redeem, such
interests;
(c) the distribution of partnership information to
holders of such interests;
(d) the making known, by way of advertisement or
otherwise, that it may be contacted at a particular
address in Bermuda for the purpose of
communication with the holders of such interests
or the distribution and collection of partnership
information; and
(e) any other dealing with the holders of such
interests with respect to any such interests held
by them.
(4) In this section "partnership fund" means an overseas
partnership that has the characteristics of an “investment fund”
within the meaning of section 3 of the Investment Funds Act
2006.”.
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2 0 0 9
3
Amends section 4
4 Section 4(3) of the principal Act is amended by inserting the
word “and” at the end of paragraph (d), by repealing paragraphs (e), (g)
and (h), and by replacing the semicolon at the end of paragraph (f) with a
full stop.
Amends section 11
5 Section 11(1) of the principal Act is amended—
(a) by replacing the words “An overseas partnership” where
they first occur with the words “Unless authorized by
this Act, any other Act or its permit, an overseas
partnership”;
(b) in paragraph (e)(vi), by deleting the words “if the articles
of partnerships provide,”; and
(c) by replacing the full stop at the end of paragraph (vii)
with a semicolon and inserting the following after
paragraph (vii)—
“(viii) holding meetings in Bermuda.”.
Amends section 18
6 Section 18 of the principal Act is amended by deleting the word
“or” at the end of paragraph (d) and by repealing and replacing
paragraph (e) with the following—
“(e) the partnership is wound up or if any partner who
directly or indirectly controls the partnership is wound
up or ceases to carry on business;
(f) there is a substantial change in the effective control of
the partnership;
(g) the partnership does not pay the annual fee referred to
in section 23(2)(b); or
(h) the partnership contravenes or fails to comply with any
provision of this Act.”.
Amends section 22
7 Section 22 of the principal Act is amended—
(a) in subsection (1), by repealing paragraphs (a), (b) and (c)
and replacing them with the following—
“(a) with the prior written consent of the Minister
upon application by the partnership, change any
of the general partners;
OVERSEAS PARTNERSHIPS AMENDMENT ACT 2 0 0 9
4
(b) change the name of the partnership;
(c) change the resident representative of the
partnership; or
(d) change the registered office of the partnership.”;
and
(b) by repealing subsection (4).
Commencement
8 This Act comes into operation on a day to be appointed by the
Minister by notice published in the Gazette.
