The Smart Way to Manage your AGM Obligations in Bermuda

Every company in Bermuda must hold an Annual General Meeting (AGM) at least once every calendar year. While the law offers flexibility in how and when the meeting takes place, skipping or delaying it can trigger escalating consequences—from regulatory fines to potential winding-up.

So, how do companies stay compliant without the chaos? Let’s walk through the process.

When must a company hold its AGM?

Bermuda’s Companies Act requires companies to hold one AGM every calendar year, but it doesn’t tie this to the company’s financial year-end. Therefore, businesses have some leeway in scheduling.

However, there’s also a shortcut, companies may pass a resolution to dispense with the AGM entirely under Section 71A. If they choose not to hold it, that decision must be formally documented.

Who is responsible for calling the AGM?

It’s up to the Board of Directors to call the AGM. Even if the company’s bye-laws say otherwise, the Act gives directors the primary responsibility.

They must give at least five days’ written notice, though this period can be shortened if all members entitled to attend and vote agree. The notice must include the date, time, and place, and, if it’s a special meeting, the general purpose of the meeting too.

Can an AGM be postponed?

Yes, but there’s a distinction. Bermuda law doesn’t mention “rescheduling” an AGM, but adjournments are permitted. If the AGM is convened but the financial statements aren’t ready, the Chairperson can adjourn the meeting for up to 90 days. If the shareholders agree, it can be longer.

This adjournment is the only recognised legal delay once the meeting has already been called.

Can the meeting be held online?

Absolutely. Bermuda law supports modern methods. If the company’s bye-laws allow it, the AGM can be held by teleconference, video call, or other real-time platforms where all members can participate equally.

There’s also a more flexible option: written resolutions. If enough shareholders sign, this written resolution counts as if the meeting had occurred. It’s legally valid and even considered the holding of a meeting.

What are the rules for quorum and voting?

Unless the bye-laws say something different, a majority of members in person or by proxy forms a quorum. If the company has just one shareholder, that person alone is considered a valid meeting if present in person or represented by proxy.

Each member typically gets one vote per share. Voting can happen by a show of hands, electronically, or by poll. In a tie, the Chairperson may cast a second vote, unless the bye-laws prohibit it.

Can shareholders use proxies?

Yes, shareholders can appoint one or more proxies to attend and vote on their behalf. The Companies Act doesn’t specify a required format for proxies, so this is left to the company’s bye-laws. Typically, these rules include how the proxy should be submitted, whether it needs a signature, and when it must be received.

What’s typically on the AGM agenda?

The law doesn’t provide a fixed list, but common AGM agenda items usually include:

1. Approval of audited financial statements
2. Presentation of the auditor’s report
3. Election or re-election of directors
4. Appointment and payment of auditors

Shareholders can also propose agenda items. If enough shareholders (either 5% of voting rights or 100 members) support it, the company must include their resolution or supporting statement—assuming they follow the right process and deadlines.

Who prepares and approves the Financial Statements?

The Board of Directors must prepare the financial statements and lay them before the members at the AGM. These must include:

• Statement of results
• Balance sheet
• Statement of cash flows
• Notes on accounting standards used
• Auditor’s report (if applicable)

A director must sign the financials before the meeting. If the documents aren’t ready in time, the Chairperson can adjourn the meeting for up to 90 days.

Is an audit always required?

No, audits can be waived if all shareholders and directors agree. But if not waived, then the audit must meet Bermuda or approved international standards. The auditor’s report must be included with the financial statements at the AGM.

Are dividend decisions made at the AGM?

Not always. In most companies, the board declares dividends. If the bye-laws say otherwise, the AGM may be used to approve dividends. Any such decision must be documented in the minutes, which are then stored at the registered office.

There’s no requirement to report dividends to a local authority, and there’s no tax on dividends in Bermuda.

Do AGM documents need to be filed?

In most cases, no filing is required with the Registrar. However, if the AGM results in changes that trigger legal filings (like the appointment of a director), those must be submitted within 30 days using the prescribed form.

Even if no filing is due, companies should maintain complete internal records for audit, legal, and investor purposes.

What happens if a company doesn’t comply?

Failure to hold the AGM on time or to file required changes can lead to:

• Fines of up to $250 for one missed AGM, and $100 per additional missed meeting
• Default fines for late filings (e.g., $75 per day for late director updates)
• Regulatory action, including warnings or forced compliance
• Court-ordered remedies, including company winding-up

That’s why staying on top of deadlines and documentation is essential.

What’s next?

Managing an Annual General Meeting in Bermuda involves more than just picking a date, it requires understanding the law, maintaining flexibility, and preparing detailed records. For more insights into processes in other jurisdictions, explore our article, Changing a Director in Romania? Read This First.

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