Converting Between Entity Types

Company to LLC, partnership to company, and back

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Bermuda law allows an entity to change its form without ceasing to exist. Conversion is not dissolution followed by re-formation.

Company to and from LLC

A company may convert to an LLC, and an LLC to a company, under sections 132P and 132Q of the Companies Act 1981.


RELATED

Limited liability companies →

Companies limited by shares →

Company to and from partnership

Part XB of the Companies Act 1981 provides for conversions between forms, and sections 132N and 132O deal with partnerships. An exempted LLC may convert to an exempted limited partnership, and an exempted limited partnership to an exempted LLC, under sections 102 and 103 of the Limited Liability Company Act 2016. Sections 13C to 13F of the Exempted Partnerships Act 1992 provide for conversions involving exempted partnerships.

Conversion is a filing point for beneficial ownership
The minimum required information must be filed with us on conversion, as it is on registration and on continuation.


RELATED

Filing with the Registrar and keeping it current →

Re-registering as an unlimited liability company

A company limited by shares may re-register as an unlimited liability company with the agreement of all its members, under section 14A. An unlimited liability company may re-register as a company limited by shares or by guarantee by resolution at a general meeting, under section 14B.


RELATED

Unlimited liability companies →

Continuing an ISA as a company

An incorporated segregated account may later be continued as a stand-alone company, separate from the ISAC whose account it was. It is already a company in its own right, so this changes its relationship with the ISAC rather than its legal nature.


RELATED

Incorporated segregated accounts →

Incorporated segregated accounts companies →



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