A mutual company is formed as a company limited by guarantee under section 5(3)(b) of the Companies Act 1981. Part XII of the Act makes specific provision for its reserve fund, the liability of members on a winding up, the apportionment of assets, and the criteria for determining membership.
At A Glance
| Governing legislation | Companies Act 1981, Part XII, sections 151 to 156 |
| Separate legal person | Yes |
| Liability of owners | Limited by guarantee |
| Local or exempted | Either |
| Name must end in | “Limited”, subject to section 9 |
| Evidence of creation | Certificate of incorporation |
Key features
Because a mutual company is a company limited by guarantee, the restrictions in section 5(3) on when a guarantee company may be formed, and the Registrar's duty under section 6(4) to refuse registration where the purpose is not a permitted one, apply to it.
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Annual fees
A local mutual company pays its annual fee on the same scale as a company limited by shares, but calculated on its reserve fund in place of capital. This distinguishes it from other local guarantee companies, which pay no annual fee.
How to register one
- Reserve a name. Reserving a name →
- Prepare your memorandum of association on Form 2b. Preparing a memorandum of association →
- Disclose your proposed beneficial owners.
- File and pay. Registration fees and how to pay →
Records you must keep
- a register of members
- a register of directors and officers
- a register of charges
- minutes of proceedings, and books of account
These are the records every company keeps, applied to a mutual company in the same way as to any other company limited by guarantee. They are kept at your registered office in Bermuda, which may not be a post office box.
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Companies limited by guarantee →
Beneficial ownership obligations
Every Bermuda company is subject to the Beneficial Ownership Act 2025. You must take reasonable steps to identify any individual who owns or controls twenty-five per cent or more of the interests or voting rights, or who otherwise exercises ultimate effective control; verify their identity against a reliable and independent source before entering them on your register; maintain a beneficial ownership register; file the required information with us; and update it within thirty days of being notified of a change.
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The beneficial ownership regime: an overview →
What information about this entity is public
A search of the register returns the registered office address, the memorandum of association, the date of registration, information on charges and previous names. Bermuda's central register of beneficial ownership is not public
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Who can access beneficial ownership Information →
Legislation
Companies Act 1981 |1981 : 59 · External link