Voluntary Strike Off
Removing an entity from the register
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A company that is no longer needed may apply to be struck off the register, under section 261A of the Companies Act 1981. Striking off dissolves the company.
Before you apply
The application is made on the company's behalf by all of its directors, or a majority of them, and we must be satisfied that the prescribed grounds and conditions are met. In practice that means the company has ceased trading, has no assets and no liabilities, has closed its bank accounts, has satisfied its charges, has notified its creditors and shareholders, has no outstanding government obligations, and is not involved in court proceedings.
There is no voluntary strike off for an LLC
The Limited Liability Company Act 2016 provides for us to strike a defunct LLC off the register under section 210, on our own motion. It contains no equivalent of the section 261A application route. An LLC that is no longer needed is wound up.
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How to apply
- Apply to us, signed by all or a majority of the directors.
- We write to the company, its directors, secretaries and members, telling them of the application. Any of them has thirty calendar days to show cause why the company should not be struck off.
- We publish a notice in the Official Gazette stating that we intend to strike the company off, and inviting any person to show cause within thirty calendar days of the date of the initial notice.
- We wait. We may not strike the company off until sixty days after that publication.
- We strike off and publish a further notice in the Official Gazette. The company is dissolved on that publication.
You can withdraw
The applicants may withdraw the application by written notice at any time before the name has been struck off. We then notify the company, and may publish the withdrawal on our website.
Others are told
We send particulars of the company and the application to the Office of the Tax Commissioner, the Department of Social Insurance, and the Bermuda Monetary Authority where the company is regulated by it.
Records you must keep afterwards
Dissolution does not end the record-keeping duty. Every person who was a director or officer at the date of strike off must ensure that:
- the records of account are kept for five years from the end of the period to which they relate
- the beneficial ownership register is kept for at least five years from the date of strike off
- any record specified in regulation 15 of the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008 is kept for the period that regulation specifies
Failure carries a default fine of five hundred dollars. The liability of every officer and member also continues, and may be enforced as if the company had not been dissolved.
Struck off is not always final
A company, member or creditor who feels aggrieved may apply to the Court to be restored to the register, at any time before the expiration of twenty years from publication of the notice.
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OTHER GUIDES IN CHANGING OR ENDING AN ENTITY