About Andrew A. Martin
Andrew Martin’s practice bridges the international corporate and dispute resolution fields and focuses on commercial litigation and arbitration, insolvency and corporate reconstruction.
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The 2015 POCA Amendment Act came into force on 1 January 2016 except for the operation of section 25 in relation to the Register of Directors, which was later brought into effect and operative so that the public Register of Directors must be completed by 31 December 2016.
This is an annual filing requirement for the directors of Bermuda registered companies under the Companies Act 1981, including their names and addresses, and it is necessary to notify the Registrar of Companies of any changes during the year. There is no time period specified within which the notification of change is to be made, but presumably it must be filed as soon as reasonably practicable after a change has been made. This duplicates the present system where there is a register of directors and officers available for inspection at the registered office, and which remains in place.
This will increase the administrative burden, but it is not onerous: what is surprising is the proposed penalty for a failure to comply: imprisonment or a fine of up to two thousand dollars on summary conviction, or up to five years and a fine of five thousand on indictment. This is a possible concern for corporate service providers because it appears as if the offence is a strict liability offence, requiring no guilty intent, and a director’s resignation takes effect (usually) on the date it is executed, not on the date it is received by the Secretary. One hopes that the provision will not be applied in cases where there is a reasonable explanation for delay in making the filing.
For previous posts related to this topic, please see:
Proceeds of Crime Amendment Bill 2015 (December 2015)
Proceeds of Crime Amendment Bill 2015 – An Update (January 2016)