bermuda

Company Filing Requirements in the Bermuda

Legal requirement to file accounts

Bermuda company law stipulates that a variety of documents related to Bermuda registered companies must be available for public inspection either at the office of the Registrar of Companies, at the Registry of the Supreme Court or at the registered office of the company.

At the Registrar of Companies, the publicly available documents include:

Memorandum of Association
Certificate of Deposit of Memorandum of Association
Certificate of Incorporation
Certificate of Incorporation on Change of Name
Notice of location of registered office
Notice of place other than registered office where the Register of Shareholders is kept
Any alterations to the Memorandum of Association such as an increase or reduction in capital, change of currency of capital, or change in the objects of the company, for example
Particulars of any mortgage or charge registered against the assets
Memorandum of Satisfaction of a mortgage or charge
Documents related to a winding-up proceeding should that have commenced
Any Prospectus filed pursuant to a public offering of shares.

The Registry of the Supreme Court makes available for public inspection documents that are useful in ascertaining whether a company is the subject of legal proceedings or has had a judgment, either by Bermuda or foreign courts, registered against it. The Cause Book will reveal any cause of action commenced against a Bermuda company, while the Register of Judgments will include any judgments registered against it.

A Bermuda company must have a registered office in Bermuda and must keep its Register of Directors and Officers and its Register of Shareholders available for public inspection at that location. The Registrar of Companies may grant permission for a Bermuda-registered company to keep its Register of Shareholders in another location in Bermuda that is convenient for those persons who are entitled to inspect it. Moreover, a company whose shares are listed on a stock exchange may receive permission from the Registrar to keep branch registers in a place outside of Bermuda provided the Registrar has written notice of such place.

The Register of Directors and Officers must include each director and officer's full name, position and address. In the case of a local company, the Register must reveal whether the director or officer possesses Bermudian status. That is because local companies, in addition to the requirement that 60 per cent of its shares be owned by Bermudians, must also be directed by Bermudians.

The Register of Shareholders must include the names and addresses of all shareholders, the
number of shares held by each and the amount paid or agreed to be considered to be paid for the share of each shareholder. It must also include the date on which each shareholder's name was entered into the register as well as the date on which each person ceased to be a shareholder.

It is worth noting that shares in a Bermuda company may be held in the name of a nominee. In that instance, only the nominee's name will appear on the Register of Shareholders.

The Register of Directors and Officers and the Register of Shareholders must be open for inspection by the public during normal business hours (subject to such reasonable restrictions that the Company may impose so that not less than two hours in each day be allowed for inspection). It should be noted that whilst the Register of Directors and Officers will be made available without charge, a small fee (not exceeding BD$5.00) may be set by the company for review of the Register of Shareholders by members of the public. Inspection can be made by a shareholder of the company without charge.

Provided notice is given by way of an advertisement in an appointed newspaper, a Bermuda company may close the Register of Shareholders for any period not exceeding 30 days in a year.

Other company records must be maintained at the registered office of the company but are not available for inspection by the public including:

the director's minute book, which contain minutes of all director's meetings and which is only available for inspection by directors and officers
the shareholder's minute book, which contain minutes of all shareholders' meetings and which is only available for inspection by directors, officers and shareholders
the bye-laws of the company, which are only available for inspection by directors, officers and shareholders
the company's financial accounts and audited financial statements, which must be available for inspection by the directors of the company so that they may determine
with reasonable accuracy the financial position of the company.

Neither the financial accounts of a Bermuda company nor its audited financial statements
need to be filed with any governmental authority. The exception is where they must be

filed in connection with the filing of a prospectus and in relation to insurance companies,
which are required to file an annual statutory financial return.