(Bermuda) A Guide to Taking Security

Following execution of the security document(s), the secured party will want to ensure that particulars of the security are filed with the Registrar of Companies in Bermuda (the "Registrar"). Each Bermuda company providing the security and the secured party (and any other person interested in such security) has the option of making an application to register the security in the register of charges held by the Registrar. If the security is duly registered with the Registrar it will, in respect of the secured assets, have priority over any security interests which are not registered or which are subsequently registered in the register of charges in respect of those assets. Registration of the security in this manner also provides constructive notice of the existence of the security to third parties. The security provider should deliver a copy of the certificate of registration of charge and the stamped particulars issued by the Registrar to the secured party
once the filing has been made (unless the secured party is themselves making the application). The register of charges maintained by the Registrar is a publicly searchable register. Unlike other jurisdictions, such as the British Virgin Islands and the Cayman Islands, Bermuda exempted companies are not required to maintain a private register of charges.

There are no statutory time limits for registration of the security with the Registrar (as there are for example in England and Wales, Hong Kong or Australia), although it is prudent for a secured party to ensure security is registered with the Registrar as soon as possible so that the secured party can take advantage of the priority afforded by registration and protect themselves against competing security interests.

When a filing is made with the Registrar, in addition to the particulars of charge, there is a requirement to file either an original or certified copy of the security document (which is included on the publicly available register of charges. The security documents would not be liable to stamp duty in Bermuda but note that that a fee is payable to the Registrar in
respect of the security filing.

Note that other registration requirements may need to be addressed depending on the nature of the transaction (for example, if a Bermuda registered ship or aircraft is involved).

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