Bermuda Bye-law Provisions - New Filing Requirements

The Companies Act Amendment Act 2018, which is operational with effect from 20 March 2018, has introduced new provisions in the Companies Act 1981 (the "Act") which require companies to file certain information contained in their bye-laws with the Registrar of Companies.

Under the new section 13(2A) of the Act, which applies to all companies that have a share capital, the following information that a company is required under the Act to include in its bye-laws must be filed:

  • the transfer of shares and the registration of estate representatives of deceased shareholders;
  • the duties of the secretary of the company; and
  • the number of members required to constitute a quorum at any general meeting of the company.
This information will not be made available to the public.

Under transitional provisions, companies to which the new provisions apply will have until 20 September 2018 to make the necessary filing. The Registrar of Companies is expected to confirm the exact process for making the filing shortly.

Walkers Corporate (Bermuda) Limited would be happy to assist anyone seeking further information and guidance on these requirements.