REGISTRAR OF COMPANIES DEPARTMENT

1. REGISTRAR OF COMPANIES DEPARTMENT Bermuda Government MINISTRY OF FINANCE

2. WELCOME NEW MEMBERS Welcome to The Registrar of Companies Department We are pleased to have you join our team and hope your time with us will be both productive and beneficial

3. Mission Statement PREAMBLE Bermuda’s international and domestic businesses (“the industry”) are major contributors to Bermuda’s economy. THE REGISTRAR OF COMPANIES DEPARTMENT plays a significant role in the management and daily operation of the industry, and therefore has a responsibility to all Bermudians for the industry’s success. PURPOSE THE REGISTRAR OF COMPANIES DEPARTMENT is committed to the continued success of the industry, especially considering the mounting challenges from our competitors. Accordingly, we are committed to the sound regulation of the industry and the delivery of efficient and effective service, emphasising a client centred approach. VALUES THE REGISTRAR OF COMPANIES DEPARTMENT is committed to maintaining an organisational culture of continual improvement, especially in the areas of: public and inter-personal relations; professional development for staff; and the use of computer technology.

4. Purpose • To administer specific regulations in Bermuda relating to international and domestic business. • To promote good commercial relations in Bermuda’s business community. • To collect revenue relating to company taxes and certain other fees. • To ensure the preservation of Bermuda’s first class reputation as an international business centre.

5. The Companies Act 1981 Companies (Financial Statements and Auditor’s Report) Rules 1995 Companies (Minimum Capital) Order 1983 Exempted Undertakings Tax Protection Act 1966 The Limited Partnership Act 1883 The Exempted Partnerships Act 1992 Overseas Partnerships Act 1995 Segregated Accounts Companies Act 2002 The Bankruptcy Act 1989 The Bankruptcy Rules 1990 The Public Holidays Act 1947 The Real Estate Agents’ Licensing Act 1976 The Real Estate Agents’ Licensing Regulations 1977 The Winding Up Rules 1982 Legislation Administered

6. Services Offered • Registration of Companies • Revenue Collection • Public Advisory • Public Search Facility • Registration of Statutory Documents • Company Investigations • Company Winding-Ups

7. Registrar of Companies Divisional Structure

8. Registration Section • Registration of company incorporations • Processing and maintenance of statutory and legal documents which must be registered and available for public inspection in accordance with prevailing legislation. • Collection of the annual fees submitted by companies in accordance with the Companies Act, 1981, the Segregated Accounts Companies Act 2000 and the Partnership Acts. • Public advisory

9. Licensing & Insolvency Section • Responsible for the issuance of licenses to exempted and local companies to carry on business in Bermuda. • Regulation of real estate agents and salesmen, holiday trading and corporate land acquisitions. • The execution of Court Orders to liquidate assets in accordance with the Companies Act 1981 and Winding Up Rules 1982. In addition, the provisions of the Bankruptcy Act 1989 as they relate to personal bankruptcies are also administered.

10. Bermuda Company Law • Bermuda law has evolved from the English common law system. The Companies Act 1981 (the “Act”) is the principle statute governing the formation, operation and winding-up of companies registered in Bermuda. The Act allows for registration of the following types of Business entities in Bermuda: • Local Companies • Exempted Companies • Permit Companies • Local, Overseas and Exempted Partnerships.

11. Local Companies • Usually formed for the benefit of residents of Bermuda • Local companies are required to have at least 60% of their issued share capital beneficially owned by Bermudians and may carry on business within Bermuda and outside of Bermuda.

12. Exempted Companies • Formed primarily for the benefit of non-residents of Bermuda. • Generally may not carry on business in Bermuda except for business carried on with other exempted undertakings in Bermuda. • The term “Exempted” refers to the fact that these companies are exempted from the requirement to have at least 60% of its equity beneficially owned by Bermudians.

13. Permit Companies • A company incorporated outside Bermuda may apply to the Minister of Finance for a Permit to establish a place of business in Bermuda. • The grant of a Permit enables an overseas company to become “resident” in Bermuda in much the same manner as an exempted company. • The grant of such permits is closely monitored by the Ministry of Finance and are usually limited to situations in which the Minister of Finance is satisfied that a Bermuda exempted company cannot adequately perform the same function as the overseas company applying for the permit.

14. Partnerships • The principal statues governing the formation and operation of Partnerships in Bermuda are : • The Partnership Act 1902 • The Limited Partnership Act 1883 • The Exempted Partnership Act 1992, and • The Overseas Partnership Act 1995.

15. Partnerships • Under Bermuda law, two types of partnerships may be created, namely, ordinary or general partnerships, and limited partnerships. • Bermuda partnerships are also categorized to distinguish those formed by Bermudians to trade locally and those formed primarily by non-Bermudians, Exempted Partnerships, to carry on business outside Bermuda from a place of business in Bermuda.

16. Company Formations in Bermuda • Simultaneous applications are made to the Bermuda Monetary Authority and the Registrar of Companies • Bermuda Monetary Authority reviews the company’s application and vets its Principals. • If satisfied BMA advises the Registrar that it has no objection to the company’s incorporation. • Registrar of Companies reviews application ensuring company is in compliance with legislation and policy. • Once satisfied the Registrar of Companies registers the company and issues the statutory corporate documents.

17. Ministerial Consent • Restricted Business activities pursuant to the Ninth Schedule of the Companies Act 1981 • Operating a financial Institution • Providing Money Transmission Services; • Operating a bureau de change • Issuing, selling or redeeming money orders or traveller’s cheques for cash • Issuing and administering means of payment by credit or debit cards • Administering means of payment over the internet • Offering of a professional services as barrister, solicitor, medical practitioner, architect, dental practitioner, public accounting etc.

18. Future Projects • Online Search Facility • Online Filings • Online Fee Payment • Online Name Reservation System

19. What is expected of you? 3 P’s • Professional • Pleasant • Productive