Topic Archives: Company & Commercial Law

Hot on the heels of the Companies and Limited Liability Company (Initial Coin Offering) Amendment Act 2018 (the “ICO Act”), which seeks to introduce a statutory framework for initial coin offerings (“ICOs”) and has now passed both the House of Assembly and the Senate, comes the tabling of the Digital Asset Business Act 2018 (the “DAB Act”).

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During April 2018, the Government of Bermuda tabled the Companies and Limited Liability Company (Initial Coin Offering) Amendment Act 2018 (the “ICO Act”), introducing a statutory framework for initial coin offerings (“ICOs”). By implementing this new legislation, the Bermuda Government is hoping to lay the foundation for the jurisdiction to become a leading global blockchain and ICO centre. The ICO Act regulates offerings of ‘digital assets’, which are meant to capture all of the various categories of digital coins and tokens (whether they be utility, securitized, equity or otherwise) being issued as ICOs and via token sales. The purpose of the ICO Act is to only regulate those ICOs and token sales which are public crowd funding or similar type projects. It is not intended to regulate either private sales or those which are engaged in the business of pure virtual currency issuances. Digital asset offerings will be conducted in accordance with the requirements of published regulations as well as ongoing supervision and compliance requirements, including AML/ATF.

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Bermuda has many resourceful and hard-working business proprietors. Each one loves the enterprise he or she has built and for many, the hope is that it will continue many years and possibly many generations into the future. The successful continuation of the business after the death of the proprietor is not, however, a foregone conclusion and if this is a paramount goal of the proprietor, estate planning will be required.

The specific issues that arise in the context of succession to a family business will depend, in the first instance, on the form of that business. Different considerations arise in the context of a sole proprietorship than a limited liability company or partnership, but regardless of the form of business, it is essential to address the future. This article will deal solely with sole proprietorships and I will consider issues related to succession in the context of a limited liability company at a later time.

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The recent Budget announcement by the Bermuda government included one significant policy proposal which has the power to provide a welcome stimulus to the Bermuda economy over the course of the coming years.  The Premier, also Minister of Finance, David Burt, indicated that a relaxation of the business ownership ‘60:40 rule’ was to be implemented to boost investment by non-Bermudians.

For those not familiar with this rule, Bermuda companies fall into two principal categories:

(i)  local companies, which are usually incorporated by Bermudians to trade primarily in Bermuda; and

(ii) exempted companies, which are usually incorporated by non-Bermudians for the purpose of conducting business outside of Bermuda.

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Jeremy Leese and Brian Holdipp, members of MJM’s Corporate Department, will be attending London International Shipping Week in early September, as part of a Bermuda delegation which includes The Hon. Walter Roban, JP, MP, Minister of Transport, and Ross Webber, CEO of the Bermuda Business Development Agency (BDA).

As part of the week’s programme, the BDA will be hosting a Bermuda Reception on the evening of Monday, 11th September 2017. If you are interested in attending, please contact Jeremy Leese (e-mail: jleese@mjm.bm) for an invite to the event.

In addition, if you are in London, and wish to meet Jeremy and Brian outside of such event to discuss any legal matters with which the firm may assist you, they may have time on Monday (11th Sept) or Wednesday (13th Sept) to visit your offices. Please contact Jeremy via e-mail if you would like to schedule a meeting.
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