Articles

This Guide provides a brief overview and gives general information relating to the law and procedures for the establishment and operation of investment funds in Bermuda. It has been prepared to assist parties interested in establishing an investment fund in Bermuda and to give a summary of the law and procedures relating to the establishment, operation and ongoing requirements under Bermuda law. It is not intended to be comprehensive but to provide an outline of the laws and regulations which we hope will be of use to our clients while deciding the type of structure that is appropriate for their business objectives.

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This Guide provides a brief overview of general and sector-specific changes intended to impact the Bermuda business community, as announced in the Speech from the Throne delivered by Her Excellency the Governor Ms. Rena Lagie on 3 November 2023.

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Bermuda successfully launched the Digital Asset Business Act (DABA) in 2018 which established the foundation for a comprehensive legislative and regulatory framework designed to support and facilitate growth in the financial technology (Fintech) sector. The digital asset business regulatory regime was updated in 2020 to provide clarity around digital asset exchanges and derivative exchange providers as well as to introduce an additional class of licence allowing applicants to select from these licence categories:

• class F licence under which a person will be licensed to provide any or all of the digital asset business activities under the definition of digital asset business;
• class M licence, under which a person will be licensed to provide any or all of the digital asset business activities under the definition of digital asset business for a defined period determined by the Authority; or
• class T licence, under which a person will be licensed to provide any digital asset business activity under the definition of digital asset business, for a defined period determined by the Authority and for the purpose of carrying out pilot or beta testing in relation to such activity.

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This Memo sets out some of the main Bermuda business vehicles and briefly summarises key points in relation to each type of vehicle. It includes information on exempted companies, local companies, LLCs, companies limited by guarantee, partnerships, SACs/ISACs, permit companies, trusts, and investment funds.

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Stephanie P. Sanderson has authored the Bermuda chapter of Getting the Deal Through: Corporate Governance, an international publication. The 2020 edition of Corporate Governance provides a summary of the pertinent aspects of company law and corporate governance practices worldwide touching upon: sources of governance rules and practice, government agencies, rights of shareholders, voting rights and requirements, shareholders’ duties and liability, anti-takeover devices, directors’ standard of care, economic substance requirements, as well as various other important corporate governance matters.

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Stephanie P. Sanderson, Partner, has authored the Bermuda chapter of Getting the Deal Through: Public M&A, 2020 edition. This specialist international publication covers M&A transactional requirements and procedures governing publicly listed companies, covering such areas as: types of business combinations, applicable legislation, filings and public disclosure requirements, substantial shareholding regulations, duties of directors and controlling shareholders, shareholder rights of approval and appraisal, and hostile transactions, among other key topics.

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Gretchen Tucker has authored a COVID-19 Data Protection Guide which provides a detailed overview of the activities of Bermuda’s first Privacy Commissioner, Mr. Alexander McD White. The Guide summarises the work of the Office of the Privacy Commissioner during the first effective year of Mr. White’s appointment and informs Bermuda organisations and overseas companies interested in establishing a Bermuda office on privacy developments and industry engagement during the pandemic.

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Stephanie P. Sanderson, Alexandra Fox, and Kit Cunningham recently authored the Bermuda Chapter of the Legal 500 Global Guide to Fintech (2nd Edition).

This country-specific Q&A provides an overview to Fintech law in Bermuda. It covers open banking, regulation of data, cryptocurrencies, blockchain, AI and insurtech. The Q&A is part of the global comparitive guide to Fintech.

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Link to Comparative Guide

The Incorporated Segregated Accounts Companies Act 2019 received assent on 26 November 2019, introducing a new company structure product – the incorporated segregated account company (ISAC). This legislation has been developed to create a new and innovative product to meet the needs of business stakeholders in Bermuda. In an ISAC structure, each segregated account constitutes an incorporated entity distinct from the other incorporated segregated accounts within the same structure. The premise that incorporated entities enjoy separate legal personality is a widely accepted and upheld legal principle. The ISAC provides greater certainty via a statutory and common law basis for the segregation of assets and liabilities by creating separate bodies corporate.

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