Before the Companies (Incorporation and Registration) Act 1970, limited companies and bodies corporate in Bermuda were formed by Private Acts of the Legislature. Bodies corporate in this context include churches, church societies, social societies and clubs, and schools. Incorporation by Private Act remains available, but its use is confined to circumstances where the general law will not accommodate the proposed structure.
At A Glance
| Governing legislation | The incorporating Act; Companies Act 1981 sections 4(1)(b), 4(2) and 286 |
| Separate legal person | Yes |
| Liability of owners | As set by the incorporating Act |
| Local or exempted | Either. Exempted if the incorporating Act so declares |
| Name must end in | As set by the incorporating Act |
| Evidence of creation | The private Act itself and certificate of incorporation if registered |
How the Companies Act applies
The Companies Act 1981 applies to all companies limited by shares incorporated by Act, except to such extent as the incorporating Act expressly provides otherwise. Where the two conflict, the private Act prevails, subject to the mandatory application of Parts VI (excepting section 91), VII, VIII, XIII, XIV and XV.
How one is created
By private bill through the Legislature. The procedures are set out in the Standing Orders.
Amending the incorporating Act
A company may amend a provision of its incorporating Act by resolution at a general meeting, but only where the Minister has consented before notice of the meeting is given to members. The prescribed form is Form 4a.
Records you must keep
What you must keep is set by your incorporating Act. Where that Act is silent, and where the company is also registered with us, the records every company keeps apply: a register of members, a register of directors and officers, a register of charges, minutes of proceedings, and books of account.
Your formation records are not held by us
A Private Act company is created by an Act of the Legislature rather than by registration, so its formation records sit with the Clerk of the Legislature. That is so whether or not the company is also registered with us.
Beneficial ownership obligations
A Private Act company limited by shares that is registered with the Registrar is a company for the purposes of the Companies Act 1981, and carries the duties to identify, verify, record and file beneficial ownership information.
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The beneficial ownership regime: an overview →
What information about this entity is public
It depends on whether the company is registered with us. Where it is, a search of the register returns the same information as for any other company: the registered office address, the memorandum of association, the date of registration, information on charges and previous names.
Where it is not registered with us, we hold nothing about it. The incorporating Act itself is the public record, and is published with the other Acts of the Legislature.
An absence from the register is not, on its own, a warning sign
If a Bermuda body corporate does not appear on our register, a Private Act company is one legitimate explanation, and the incorporating Act can be checked.
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