Companies Amendment Act 2015
FA E R
N
AT F
TQUO U
BERMUDA
COMPANIES AMENDMENT ACT 2015
2015 : 18
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
This Act, which amends the Companies Act 1981 (the “principal Act”), may be cited
as the Companies Amendment Act 2015.
Amends section 127
Section 127 of the principal Act is amended by deleting the full stop and inserting
a semicolon in paragraph (iii) and by inserting after that paragraph the following—
is a company registered under this Act that has converted from an
exempted partnership under section 13C of the Exempted
Partnerships Act 1992 and section 27 of the Limited Partnership
Act 1883, in accordance with section 132O of this Act.”.
“(iv)
Inserts Part XB
The principal Act is amended by inserting the following after section 132M—
“PART XB
CONVERSION OF EXEMPTED COMPANY TO PARTNERSHIP
Conversion of exempted company to partnership
An exempted company may—132N (1)
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COMPANIES AMENDMENT ACT 2015
upon payment of such fee as the Minister may prescribe;
if at least fourteen days prior to its application under subsection
(2), the company has advertised in an appointed newspaper and
in a national newspaper in each jurisdiction within which it carried
on a substantial part of its business activities its intention to
convert to a partnership;
with the Bermuda Monetary Authority’s consent and upon filing
the certificate required—
by section 5(1) of the Exempted Partnerships Act 1992; and
by section 4(1) of the Limited Partnership Act 1883,
convert to a partnership and be registered under the Exempted Partnerships Act
1992 and Limited Partnership Act 1883 and, with effect from the date indicated on
the certificate of registration issued by the Registrar pursuant to section 9(3) of the
Exempted Partnerships Act 1992, shall be governed thereafter as a partnership in
accordance with the Exempted Partnerships Act 1992, the Limited Partnership Act
1883 and the Partnership Act 1902.
An application for the Authority’s consent to the conversion of an
exempted company to a partnership shall be in such form, and be accompanied by
the advertisement referred to in subsection (1)(b) and by such documents, as the
Authority may require.
An application for conversion to a partnership in the prescribed form,
shall be filed with the Authority and shall include—
the name of the exempted company;
the date of its certificate of incorporation;
the name of such exempted company as altered;
the future effective date or time (which shall be a date or time
certain) of the conversion if it is not to be effective as of the filing
date of the certificates referred to in subsection (1)(c));
confirmation that the conversion has been approved by the board
of directors and by the shareholders of such exempted company
in such manner as may be authorised by the bye-laws of such
exempted company;
the registered office address of the partnership; and
confirmation that the members have approved a form of
partnership agreement of the partnership.
The Authority may grant or refuse consent to an application made
under subsection (3).
(a)
(b)
(c)
(i)
(ii)
(2)
(3)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(4)
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COMPANIES AMENDMENT ACT 2015
Section 4A(4) shall apply with the necessary modifications to an
application for consent under this section as it applies to an application for consent
under section 4A.
Not later than six months after the Authority has consented to an
application under subsection (3), the partners shall deliver to the Registrar—
a copy of the application for conversion filed under subsection (3);
the consent of the Authority referred to in under subsection (4);
a declaration signed by a director of the company stating that the
company is solvent and can meet all of its liabilities and obligations
and that the conversion will not adversely affect the interests or
rights of bona fide creditors and members; and
the certificates required by subsection (1)(c).
Where the Registrar receives confirmation that the Authority has
consented to the conversion, the Registrar shall deliver a certificate of conversion
which shall specify the date of conversion of the exempted company to a
partnership.
Upon conversion of an exempted company to a partnership under this
section─
the property of the exempted company so converted continues to
be the property of the partnership;
the partnership continues to be liable for the obligations of the
exempted company;
any existing cause of action, claim or liability to prosecution in
respect of the exempted company is unaffected;
any civil, criminal or administrative action or proceeding pending
by or against the exempted company may be continued by or
against the partnership; and
any conviction against, or any ruling, order or judgment in favour
of or against the exempted company may be enforced by or against
the partnership.
The conversion of an exempted company to a partnership pursuant to
this section—
shall not constitute a dissolution of such exempted company; and
shall cause the partnership to be deemed to be the same entity as
the converting exempted company and the conversion shall
constitute a continuation of the existence of the exempted
company in the form of a partnership.
(5)
(6)
(a)
(b)
(c)
(d)
(7)
(8)
(a)
(b)
(c)
(d)
(e)
(9)
(a)
(b)
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COMPANIES AMENDMENT ACT 2015
The rights, privileges, powers and interests in property of the exempted
company that has converted, shall not be deemed, as a consequence of the
conversion, to have been transferred to the partnership to which the company has
converted for any purpose of the laws of Bermuda.
The conversion of an exempted company to a partnership under this
section shall not be deemed to—
create a new legal entity; or
prejudice or affect the continuity of the body corporate which was
formerly an exempted company, now converted to an exempted
partnership under this section.
For the purposes of this section, “partnership” means a partnership—
that is both—
a limited partnership registered under the Limited Partnership
Act 1883; and
an exempted partnership registered under the Exempted
Partnerships Act 1992; and
which has elected to have legal personality pursuant to section 4A
of the Partnership Act 1902.
Conversion of partnership that is exempted and limited to an exempted
company
This section applies to a partnership —
that is both—
a limited partnership registered under the Limited Partnership
Act 1883; and
an exempted partnership registered under the Exempted
Partnerships Act 1992; and
which has elected to have legal personality, pursuant to section 4A
of the Partnership Act 1902.
Upon satisfaction of the requirements for conversion that are set out
in section 13C of the Exempted Partnerships Act 1992 and in section 27 of the
Limited Partnership Act 1883, any partnership may—
convert to an exempted company; and
be registered as an exempted company under this Act.
With effect from the date indicated on the certificate of conversion
issued by the Registrar under section 13C of the Exempted Partnerships Act 1992
and under section 27 of the Limited Partnership Act 1883, the partnership shall be
governed as an exempted company in accordance with this Act.
(10)
(11)
(a)
(b)
(12)
(a)
(i)
(ii)
(b)
132O (1)
(a)
(i)
(ii)
(b)
(2)
(a)
(b)
(3)
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COMPANIES AMENDMENT ACT 2015
For any exempted company so converted, the certificate of conversion
so issued by the Registrar shall be deemed to be the certificate of registration for
the purposes of this Act.”.
(4)
Commencement
This Act shall come into operation on the same date as the Minister responsible for
the Registrar of Companies may, by notice in the Gazette, appoint for the coming into
operation of the Exempted Partnerships Amendment Act 2015.
[Assent Date: 29 May 2015]
[Operative Date: 28 December 2015]
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