Bermuda Registrar of Companies Introduces Electronic Registration System
About Brian Holdipp
Brian Holdipp is Counsel in the firm’s corporate practice group. His practice encompasses many areas of general corporate and commercial law, with specialist expertise in securities, joint ventures, corporate restructurings and cross-border financings. Mr. Holdipp also advises on partnerships.
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The Companies and Partnerships Electronic Registry Amendment Act 2020 (the “Act”), eagerly welcomed by industry, was recently passed into law and will come into operation on a date to be appointed by notice by the Minister of Finance (the “Minister”).
The Act principally amends the Companies Act 1981, the Limited Liability Company Act 2016, the Partnerships Act 1902, the Limited Partnerships Act 1883, the Exempted Partnerships Act 1992 and the Overseas Partnerships Act 1995 to provide power for the Minister to make regulations mandating that all documentation under each of those Acts required to be filed with, or issued by, the Registrar of Companies is to be filed or issued by means of an electronic record.
Another significant change brought about by the Act is the insertion of a new subsection to cause Part III of the Companies Act 1981 providing for prospectuses and public offers not to apply to exempted companies, the effect of which is that exempted companies offering shares to the public will no longer have to file a prospectus with the Registrar of Companies. This legislative amendment has long been advocated for by industry and brings Bermuda in line with competitor jurisdictions.
Curtis Dickinson, the Minister, when tabling the Act in the House of Assembly declared that the new regulations to facilitate electronic filings, expected to be implemented soon, will make certain processes “less burdensome”.
He added: “Upon the full implementation of the electronic registration system, all filings required by the various pieces of legislation will be submitted via the electronic platform, which will be hosted on the Registrar of Companies’ website. The Registrar’s electronic system will be implemented in several phases, with some of the registration services beginning in February 2021.
“The remaining services will be made available over the ensuing months, with the expectation that by the summer of 2021 the Registrar of Companies will be operating its electronic registry system fully.”
The new electronic registration system will also make company information filed at the Registrar of Companies that is currently accessible only by means of an in-person search at the Registrar’s office, available online to members of the public.
The modernization of Bermuda’s corporate registry is an example of the collaborative approach taken by the Bermuda Government and its industry partners to continue to drive the Island’s success as a pre-eminent international business centre.