BERMUDA-LAWS.pdf

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Bermuda's Business & Economy Index

Local laws governing companies, corporations and their Annual or

other registrations

By Keith Archibald Forbes (seeAbout Us) at e-mail exclusively forBermuda Online

To refer to this web file, please use "bermuda-online.org/business.htm" as your Subject

Bermuda's Horseshoe Bay

All Bermuda Listed Securities

Information from the Bermuda Stock Exchange

Applicable Bermuda (not UK) laws include

Laws of Bermuda

Business laws enacted in Bermuda by the Bermuda legislature include:

Anti-Terrorism (Financial and Other Measures) Amendment Act 2009 Banks and Deposit Companies Act 1999

Bermuda Commodities Exchange Act 1996

Bermuda Commodities Exchange Clearing House Act 1996

Bermuda Monetary Authority Amendment 2012. Changed insurance company fees, clarifies the Authoritys fees for Bermuda insurance companies introduced in 2012 and

recognizes the need to be flexible and responsive during the present economic climate.

Page 1 of 5Bermuda's Business & Economy Index

26.11.2012http://www.bermuda-online.org/business.htm


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Bermuda Monetary Authority (Collective Investment Scheme Classification) Regulations 1998

Bermuda Monetary Authority (Financial Institutions) (Control) Regulations 1994

Bermuda Monetary Authority Act 1969

Bermuda Monetary Authority Act 2006. It tightens up financial procedures on the Island and make it easier for whistleblowers

to expose wrongdoing.

Bermuda Solvency Capital Requirement (BSCR), an enhanced solvency regime applicable to Bermuda's Class 4 re/insurers.

Bermuda Stock Exchange Company Act 1992

BIU Members Credit Union Co Op Society Act 1983

Commission on Racial Equality (CURE). See Bermuda Government Boards. Melbourne House, Suite 202. 11 ParliamentStreet, Hamilton HM KX. Telephone (441) 296-0613 or fax (441) 296-9142 or e-mail [email protected]. In other countries, theseracial guidelines and regulations apply only in the public sector. But the Bermuda Government has made them apply in the

private sector as well.

Companies Act 1981. The principal statute governing the formation and operation of Bermuda companies.

Companies Amendment Act 2009.

Companies Amendment (No 2) Act 2011. Includes a raft of measures which will have a significant impact on Bermudas international business sector. Outlines a number ofchanges to the Companies Act 1981, tabled by the Ministry of Business Development and Tourism. Among the key changes are the permitting of sole and corporate directors ofBermuda companies, the option to waive annual general meetings and the removal of prohibitions on providing financial assistance. Other amendments include the use ofpaperless share transfers for listed companies, the ability for Bermuda companies to declare dividends or distributions when recording a profit, notwithstanding that the company

may carry a negative retained earnings balance, and the addition of a new process for mergers as an alternative to the existing amalgamations procedure.

Credit Unions Act 1982

Court of Appeal Amendment Act 2004

Regulatory Authority Act 2011

Electronic Transactions Act 1999

Exchange Control Act 1972

Exchange Control Regulations 1973

Exempted Partnerships Act 1992

Exempted Partnership Amendment Act 2009

Exempted Undertakings Tax Protection Amendment Act 2011, which extends a guarantee that the Bermuda Government will not charge exempt companies any taxes on profits,income or capital gains. The amendment prolongs that guarantee until 2035. While Premier Cox said the Government had no intention of starting taxation based on profit,income or capital gains, she said the amendment was meant to reassure businesses and make them more comfortable investing in the Island. She said that extending theagreement had always been on the Government agenda, but had been put off in the past because of international concerns that the exception could lead to harmful business

practices, favoring international businesses over local.

Insurance Act 1978

Insurance Amendment Act 2008.

Insurance Returns & Solvency Amendment Regulations 2005

Interest and Credit Charges (Regulation) Act 1975

Investment Business Act 1998

Investment Business Regulations 1999

Investment Funds Act 2006. Licensing requirements of fund managers, codes and enforcement powers. Also makes it easier to register and license funds by eliminating

unnecessary administrative procedures.

Limited Partnership Amendment Act 2009

Merchant Shipping (ILO) Amendment Act, 2012.

Occupational Safety & Health Amendment Act 2005

Overseas Partnership Amendment Act 2009

Partnership Amendment Act 2009

Payroll Tax Rates Amendment Act, as announced in the 2011-2012 Budget, In February 2011, this was announced and later legislated to reduce payroll tax from 16 percent to

14 percent. Premier Paula Cox said that the rollback would put $50 million back into the economy, but the act will benefit employers more than employees.

Perpetuities and Accumulations Act 2009. Modernizes trust laws and helps remove some of the complications which might have stopped wealthy families looking at a

jurisdiction to put a trust, from considering Bermuda.

Proceeds of Crime Act 1997

Proceeds of Crime (Money Laundering) Regulations 1998

Regulatory Authority Act 2011

Specified Business Legislation Amendment Act 2011. Tightens access and exchange of information. Seeks to amend various pieces of specified business legislation to ensureconsistency, transparency, and compliance with international tax information exchange standards, recommended by the Organization for Economic Cooperation and

Development.

Stamp Duties Amendment Act 2009

Trusts (Regulation of Trust Business) Act 2001

Companies Annual Fees due in January and March each year

As published in a mid-January edition of Bermuda's The Royal Gazette daily newspaper.

These are upfront fees, paid irrespective of whether companies are successes or failures, with no refunds applicable in the event of liquidations and with no tax rebates of any kind.They are in addition to other tax obligations applicable to employers.

This is not a substitute, merely a summary, with their responsibility entirely to comply with the right procedure, for companies under The Companies Act 1981; Companies Amendment(No. 2) Act 1990; The Companies Act 1981 (Fifth Schedule) Amendment Order 1994; The Banks and Deposit Companies (Fees) Act 1975; Insurance Act 1978; Non-ResidentInsurance Undertaking Act; Exempted Partnerships Act 1992; Overseas Partnerships Act 1995; Trust Companies Act 1981; and Segregated Accounts Companies Act 2000 and its

Amendment Act 2002.

Companies should check to see what fees apply from April 1 annually - the start of the new accounting year for the Bermuda Government. Every company should use its registration

number on all correspondence with the Bermuda Government and when making any purchases. Every company must notify the Registrar of Companies, at the GovernmentAdministration Building, 30 Parliament Street, Hamilton HM 12, Bermuda, of its registered office, which cannot be a post office box, on Form 13.

General Notes re paying fees

(i) All cheques (checks) for fees are payable to the Accountant General but are given or sent or delivered, with Returns, to the Registrar of Companies, Government

Administration Building, 30 Parliament Street, Hamilton HM 12.




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(ii) All US$ cheques (checks) will be accepted at par with the Bermuda Dollar from companies denominated as Non-Resident under the Exchange Control Act.

(iii). Every company must notify the Registrar of the whereabouts and situation of its registered office (which shall not be a post office box) on Form 13.

(iv) Every company should use its registration number.

Warwick Long Bay

Exempted or international companies

In other words, not locally owned or majority locally owned. Every company shall, in the month of January, forward to the Registrar of Companies a declaration signed on behalf of thecompany as to the company's principal business and its assessable capital, together with the appropriate fee payable. Fees submitted after the due date carry a penalty.

Fifth Schedule.

Where the assessable capital of the exempted company is as follows, specific fees apply:

(i) $0-12,000

(ii) $12,001-$120,000

(iii) $120,001-$1,200,000

(iv) $1,200,001-$12,000,000

(v) $12,000,000-$100,000,000

(vi) $100,100,001-$500,000,000

(vii) $500,000,000 or more

Assessable capital shall be calculated in accordance with the provisions of the Companies Amendment (No. 2) Act.

1-2. Where the exempted company has been designated as a Foreign Sales Corporation (FSC) under the Internal Revenue Code of the USA:

And has submitted to the Registrar a certified copy of the document which evidences such designation, specific fees apply:

(i) Small FSC which does not lease aircraft

(ii) Regular FSC which does not lease aircraft

(iii) FSC small or regular which leases aircraft




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Overseas (Permit) Companies

Specific fees apply:

2 (i) 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.

In any other case.

Local Companies

Excludes banks & deposit companies, treated separately.

They are those which are at least 60 percent locally owned and trade locally with Bermudians and other residents.

Every local company must in the month of March forward to the Minister of Finance a Return of Shareholdings in the company as at December 31, on Form 14, signed by two

directors.

Every local company shall not later than March 31 submit to the Registrar of Companies the appropriate fee, with the Annual Return and fee and a filing fee of $34 for the

Return. Late fees and Returns carry a penalty of $150.

Specific fees apply where the issued capital is:

Less than $50,000

50,000 or more but less than $250,000

$250,000 or more but less than $500,000

$500,000 or more but less than $1 million

$1 million or more but less than $5 million

$5 million or more but less than $ 10 million

$ 10 million or more

Exempted & Overseas Companies

When the company engages in or is carrying on in Bermuda or trading in petroleum or and other oils or liquefied petroleum gas, specific fees apply:

Local company

Exempted company

Overseas company

When the company's business includes the management of any unit trust scheme, in respect of each unit trust scheme managed by the company at the date of the declarations.

Plus any other applicable fees.

Exempted Partnerships

Under the Limited Partnerships Act 1883 (as amended) and Exempted Partnerships Act 1992 (as amended). A notice is published in the Official Gazette by the attorney for theapplicant when an exempted limited partnership is formed. It shows by whom and gives its name.

An exempted partnership shall, on or before 31st January each year send to the Registrar of Companies a declaration in writing signed by a partner or an authorized person on

behalf of the partnership stating the general nature of the business transacted by the exempted partnership, together with the annual fee.

Every partner shall be liable to a penalty per day if the partnership fails to pay the annual fee on time and fails to file a declaration.

Overseas Partnerships

Every overseas partnership shall no later than 31st January submit its fee to the Registrar. Fees submitted after the due date carry an additional sum and a default fine.

Non-Resident Insurance Undertakings (NRIU)

Every Non-Resident Insurance Undertaking shall no later than 31st March submit its fee to the Registrar. Fees submitted after the due date carry an additional sum and a

penalty.

Import tariffs (Revised Bermuda Customs Tariff Code)

The Customs Tariff Amendment Act applies. It is a 540-page list of special codes for every imaginable type of imported product and it provides for Customs Officers the rate ofCustoms or import duty on the item. The revised code consists of up to seven digits in heading and tariff code fields and a detailed description of the item to be imported or exported. Italso includes the unit to be used for calculating the duty, whether the value of the item or i ts quantity or weight. Some items, like alcohol, are calculated by the liter. Some other items,like cigarettes, are calculated by the cigarette.

Insurance Companies Business Fees

Insurance companies registered in accordance with the provisions of The Insurance Act 1978 shall forward the appropriate annual business fee applicable to each category on orbefore March 31.

(a) (i) Non-resident Insurance Undertaking

(ii) Class 1 Insurer carrying on general business

(iii) Class 2 Insurer carrying on general business

(iv) Class 3 Insurer carrying on general business




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(v) Class 4 Insurer carrying on general business

(vi) Long Term Insurer

(vii) Class 1 Insurer carrying on general business and long-term business

(viii) Class 2 Insurer carrying on general business and long-term business

(ix) Class 3 Insurer carrying on general business and long-term business

(x) Class 4 Insurer carrying on general business and long-term business

(b) An insurance manager under Section 10 of the Insurance Act

(c) An insurance broker under Section 10 of the Insurance Act

(d) An insurance agent under Section 10 of the Insurance Act

(e) An insurance salesman under Section 10 of the Insurance Act

Investment Companies

Investment Business Act 1998 applies. Local Investment Companies must be granted a license to carry on investment business in Bermuda within the meaning of section 2 of the Act,before they can sell their services. Licenses carry specific fees:

Applying for a license under section 6

Annual fee for grant of license under section 10(1)

Licensed Companies

Meaning companies licensed in accordance with the provisions of the Companies Act 1981 and the relevant Banks and Deposit Companies Act 1999. All shall forward license

fees to the Registrar of Companies no later than 31st January.

Banks

Application for a banking license

Where the bank has consolidated gross assets (in all currencies) of less than $200 million in value

Where the bank has consolidated assets (in all currencies) of $200 million or more in value

Deposit Companies

Application for a deposit company license

Trust Companies

Every Trust Company licensed in accordance with the provisions of the Trust Companies Act 1991 shall no later than March 31 in every year following the year in which it was

licensed, pay a specific amount.

Public Trusts (Regulation of Trust Business) Act 2001

Regulates all trust companies. Came into force on 25 January 2002, replacing the Trust Companies Act 1991.Licensing is a requirement.

Medical Practitioners Act 1950

To register a medical practitioner in Bermuda under section 7, specific fees apply:

On application

On registration

Issuing an authorization to a visiting practitioner under section 21

For a locum tenens under section 22

Segregated Accounts Companies (SACs)

In addition to the annual fee or tax otherwise payable, these companies pay an annual fee in respect of each segregated account operated by the company, subject to a maximum feein the aggregate. A segregated account company is one with separate cells or accounts created where assets and liabilities in each cell or account are completely ring-fenced. Forexample, for a split rights deal in a recording or theatrical company, one cell has sound recording receipts and the other has theatrical and merchandising receipts.

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Last Updated: November 24, 2012.Multi-national 2012 by Bermuda Online. All Rights Reserved. Contact Editor/writer and webmaster.


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BERMUDA-LAWS.pdf