REGISTRAR OF COMPANIES DEPARTMENT

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REGISTRAR OF COMPANIES DEPARTMENT

• Bermuda Government
• MINISTRY OF FINANCE

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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

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Mission Statement

• PREAMBLE
• Bermudas international and domestic businesses
  (the industry) are major contributors to
  Bermudas 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 industrys 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.

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Purpose

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

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Legislation Administered

• The Companies Act 1981
• Companies (Financial Statements and Auditors
  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

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Services Offered

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

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Registrar of Companies Divisional Structure
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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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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Company Formations in Bermuda

• Simultaneous applications are made to the Bermuda
  Monetary Authority and the Registrar of
  Companies
• Bermuda Monetary Authority reviews the companys
  application and vets its Principals.
• If satisfied BMA advises the Registrar that it
  has no objection to the companys 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.

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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
  travellers 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.

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Future Projects

• Online Search Facility
• Online Filings
• Online Fee Payment
• Online Name Reservation System

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What is expected of you?

• 3 Ps
• Professional
• Pleasant
• Productive