Continuance brings an entity formed elsewhere under Bermuda law, without ending it and starting again.
What continuance is
Continuance does not create a new legal entity
Registration of the continuance does not create a new legal entity and does not prejudice or affect the continuity of the body corporate. Property, obligations, causes of action, proceedings and judgments all carry over. For beneficial ownership purposes the continued entity is the same entity that existed before, now governed by Bermuda law.
A body corporate incorporated outside Bermuda may be continued here as an exempted company under Part XA of the Companies Act 1981. An LLC may be continued in under section 96 of the Limited Liability Company Act 2016. A partnership formed outside Bermuda may be registered by way of continuation under section 13A of the Exempted Partnerships Act 1992 or section 25 of the Limited Partnership Act 1883, and may then elect legal personality.
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What you need from your home jurisdiction
- all necessary authorizations in the jurisdiction where the entity is currently formed
- financial statements for a period ending within twelve months of the proposed continuance date
The memorandum of continuance
The memorandum of continuance takes the place of the entity's original constituting documents and is deemed to be its memorandum of association. The prescribed form for a company limited by shares is Form 2d, and the application is made on Form 1.
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Preparing a memorandum of association →
What we issue
A certificate of deposit of the memorandum of continuance, and a certificate of continuance. From the date of registration the entity is a company to which the Companies Act 1981 applies as if it had been incorporated in Bermuda on that date.
Effect on your beneficial ownership filings
Continuation into Bermuda is one of the points at which the minimum required information must be filed with us. File it with the rest of the continuance filing.
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Filing with the Registrar and keeping it current →