Conyers Dill & Pearman

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Discontinuance in Bermuda

This memorandum outlines the steps necessary under the Companies Act 1981 of Bermuda for a Bermuda-exempted company to discontinue from Bermuda to a foreign jurisdiction. Under Bermuda law, one or more Bermuda-exempted companies may merge or amalgamate with one or more bodies incorporated outside Bermuda, and the surviving or amalgamating entity may continue in the foreign jurisdiction. A separate publication relating to merger or amalgamation and discontinuance of the surviving or amalgamating entity from Bermuda is available upon request.

The discontinuance of a Bermuda-exempted company from Bermuda requires careful planning. Due to the nature of discontinuance, it is possible that a corporation will become, at least for a short period, a stateless entity. To ensure that such a situation does not occur, it is suggested that before any application is made, all the appropriate documentation should first be completed both here and in the jurisdiction into which the Bermuda-exempted company is continuing. The end result should be that the company will continue in the foreign jurisdiction and discontinue from Bermuda at the same time.

The jurisdiction into which a company is to discontinue must be a jurisdiction approved by the minister of finance as an ‘appointed jurisdiction’. The minister will consider approving further jurisdictions as appointed jurisdictions upon request, and will consider approving the discontinuance of a Bermuda-exempted company to a foreign jurisdiction that is not an appointed jurisdiction, on a case-by-case basis…

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