Restoring a struck-off company in Bermuda is a formal process governed by the Bermuda Companies Act 1981. This guide provides detailed steps, costs, and considerations for reinstating a company that has been removed from the Bermuda company register.
Why Companies Are Struck Off in Bermuda
Companies in Bermuda may be struck off for reasons such as:
- Failure to Pay Annual Fees:
- Companies must pay annual government fees to maintain their registration. Non-payment is a primary reason for striking off.
- Non-Compliance with Statutory Requirements:
- Failure to file statutory returns or maintain a registered office can result in removal from the register.
- Voluntary Dissolution:
- Shareholders may opt for voluntary dissolution but may later seek restoration to address unforeseen needs.
- Inactivity:
- Companies that cease operations without proper notification can be administratively struck off.
The Restoration Process
- Determine Eligibility:
- Restoration is typically possible within 20 years of the company being struck off. Beyond this, restoration may not be feasible.
- Engage a Local Representative:
- A licensed corporate service provider in Bermuda is required to manage the restoration process.
- Prepare Documentation:
- Submit required documents, including:
- The company’s name and registration number.
- Proof of compliance with outstanding obligations.
- A declaration of intent to restore the company.
- Submit required documents, including:
- Settle Outstanding Fees and Penalties:
- All unpaid fees, penalties, and restoration costs must be cleared before the application can proceed.
- Apply to the Registrar of Companies:
- Submit the completed application to the Bermuda Registrar of Companies.
- Receive Certificate of Restoration:
- Upon approval, the company will be reinstated on the register and regain its legal status.
Key Considerations
- Time Limits:
- Restoration applications must be made within 20 years of the company’s removal from the register.
- Liabilities and Obligations:
- Restoration reinstates all prior liabilities, including debts and contractual responsibilities.
- Compliance Post-Restoration:
- Once restored, companies must adhere to Bermuda’s regulatory requirements to prevent future striking off.
Read our Jurisdiction Spotlight on Bermuda here.
Costs Involved
Restoration costs in Bermuda include:
- Outstanding Fees: Payment of unpaid government fees and penalties.
- Restoration Fees: Charges for reinstating the company on the register.
- Service Provider Fees: Costs for engaging a corporate service provider.
Benefits of Restoring a Company in Bermuda
- Asset Recovery:
- Restored companies can reclaim access to assets such as bank accounts and property.
- Business Continuity:
- Restoration enables the company to resume operations under its original structure.
- Retention of Incorporation Date:
- Restored companies retain their original incorporation date, maintaining their legal and operational history.
Conclusion
Restoring a struck-off company in Bermuda is a critical process for businesses seeking to reclaim assets, address liabilities, or resume operations. By following the outlined steps and working with experienced professionals, the process can be completed efficiently and effectively.
For more guidance, explore our articles on company restoration and compliance in Bermuda.