Companies Act 1981 Registration Forms
Download the Memorandum of Association and Memorandum of Continuance forms required under the Companies Act 1981 to incorporate a company limited by shares, limited by guarantee, or to continue an existing company into Bermuda.
Registrar of Companies
Overview
These forms are required under the Companies Act 1981 to incorporate a new company in Bermuda, or to continue an existing foreign company into Bermuda. Select the form that matches your company structure and complete it with details of subscribers or authorised persons, witnessed signatures, and the relevant company particulars.
Who needs this
- Anyone incorporating a new company limited by shares, with an authorized share capital divided into shares
- Anyone incorporating a new company limited by guarantee (e.g. non-profits, clubs, associations), where members guarantee a fixed sum rather than hold shares
- Anyone continuing an existing foreign company limited by shares into Bermuda under Section 132C(2) of the Act
Which form do I use
Form 2 - Memorandum of Association: Company Limited by Shares - requires subscriber names, addresses, Bermudian status, nationality, number of shares subscribed, whether the company is local or exempted, and the authorized share capital
Form 2a - Memorandum of Association: Company Limited by Guarantee - requires subscriber details as above, the guaranteed contribution amount per member, and whether the company will carry on business in Bermuda
Form 2d - Memorandum of Continuance: Company Limited by Shares - requires details of incorporation, authorized share capital, and provisions regarding company powers (e.g. issuing redeemable preference shares, purchasing or acquiring own shares as treasury shares)
How do I apply
Download and complete the applicable form. Each subscriber (or, for continuance, each authorised person) must sign in the presence of at least one witness attesting the signature. Submit the completed, signed form to the Registrar of Companies.