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Shipping Regulations amended to attract new business
The Government of Bermuda recently passed into law the Merchant Shipping (Registration of Ships) Amendment (No. 2) Regulations 2019 (the “Registration Regulations”) and tabled the proposed Merchant Shipping (Fees) Amendment Regulations 2019 (the “Fees Regulations”). The Registration Regulations expand the list of eligible countries qualified to be owners of ships registered on the Bermuda Ship […]
Economic Substance Update – Guidance Notes and Beyond
At the end of June 2019, the Government of Bermuda issued draft economic substance guidance notes. The aim of the guidance notes is to assist in determining whether entities are in scope of the requirements of the economic substance legislation and regulations, how to satisfy such requirements, and provide guidance as to how the Registrar […]
Economic Substance Update
Bermuda was removed from the European Union (“EU”) list of non-cooperative tax jurisdictions at the 17th May, 2019 meeting of the Economic and Financial Affairs Council (“ECOFIN”). Bermuda’s commitment to implement tax good governance was confirmed in ECOFIN’s official statement, which recognised that Bermuda has “adopted additional amendments to its economic substance regulations on 4 […]
Holding Company Liability in Tort
It is a general basic principle of company law that each company within a group of companies (even those owned and controlled by a parent or intermediate holding company) are separate legal entities. They cannot be lumped together for legal purposes, even if the holding or parent company can exercise complete control over the appointment […]
Bermuda’s Economic Substance Requirements
The Economic Substance Act 2018 (the “Economic Substance Act”) was tabled on 7 December 2018 and, following revisions, again on 17 December 2018. Background In November 2017, the Government of Bermuda made a commitment to the Code of Conduct Group (Business Taxation) (the “COCG”) of the Council of the EU to address concerns relating to […]
The Law of Meetings
The fundamental principles of the law of meetings are sometimes over-looked in the modern climate of unanimous written shareholder resolutions, comprehensive retrospective ratifications, and the liberal application of the “Duomatic principle”. The decision in East Asia Company Limited -v- PT Satria Tirtatama Energindo in the Bermuda Court of Appeal provides a salutary reminder that the […]
Notable Bermuda Trust Decisions of 2018
In the Matter of the X Trusts [2018] SC (Bda) 56 Civ (12 July 2018) The trustees in this case are private trust companies which have for some years been responsible for managing trusts which control underlying assets worth billions of dollars. The beneficiaries fall into two family camps – the Y and Z branches. […]
Bermuda LLCs on the Way
Legislation was recently put before Parliament to introduce Bermuda’s newest form of commercial vehicle: the limited liability company (“LLC”). The new law establishing the Bermuda LLC is heavily (and intentionally) influenced by the Delaware Limited Liability Company Act to accommodate the main efficiencies of a Delaware LLC.
Can a Registered Office Resign?
In the case of Abu Dhabi Commercial Bank PJSC v Algosaibi Trading Services Limited [2014] SC (Bda) 71 Com (12 September 2014), the Chief Justice delivered an ex tempore judgment which clarified what the position is when a registered office purports to resign. It confirmed the traditional view held by many commercial practitioners that section […]
Meeting matters: The Chairman’s power of adjournment
The recent Bermuda case of Oung James v Paladin Ltd [2014] SC (Bda) 67 Com considered the procedural validity of an adjournment of a Special General Meeting (the “Meeting”) by the exercise of the Chairman’s general power to conduct the meeting.
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