Continuance in Bermuda

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This memorandum outlines the steps necessary under the Companies Act 1981 of Bermuda for a company incorporated outside of Bermuda to continue into Bermuda as a Bermuda-exempted company. 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 into Bermuda. A separate publication relating to merger or amalgamation and continuance of the surviving or amalgamating entity into Bermuda is available upon request.

The continuance of a foreign corporation into Bermuda requires careful planning. Due to the nature of a continuance, 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 in which the foreign corporation is discontinuing. The end result should be that the corporation will discontinue from the foreign jurisdiction and continue in Bermuda as an exempted company at the same time.

Any foreign corporation, other than a bank or a licensed trust company, may continue into Bermuda in accordance with the procedures set out in this briefing…

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