How to Run an AGM in Bermuda: Rules & Filing Duties

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

So how do companies stay compliant without the chaos? This article walks through the process. For the official framework, the Bermuda Registrar of Companies publishes current guidance.

When must a company hold its AGM?

The Bermuda Companies Act requires one AGM every calendar year. Importantly, it does not tie the meeting to the company’s financial year-end. As a result, businesses have meaningful leeway in scheduling.

There is also a shortcut. Companies may pass a resolution to dispense with the AGM altogether, either for a single year, for a set number of years, or indefinitely. If they choose this route, the decision must be formally documented.

One point often missed: even where AGMs have been waived, any member can still force one. They simply give the company notice before 30 September, and an AGM must then be held for that calendar year.

Who is responsible for calling the AGM?

The Board of Directors calls the AGM. Even where the company’s bylaws suggest otherwise, the Act gives directors the primary responsibility.

Directors must give at least five days’ written notice. However, this period can be shortened if all members entitled to attend and vote agree. The notice must state the date, time and place. For a special meeting, it must also state the general purpose.

Can an AGM be postponed?

Yes, but with an important distinction. Bermuda law does not provide for “rescheduling” an AGM, yet it does permit adjournments. If the meeting is convened but the financial statements are not ready, the chairperson can adjourn it for up to 90 days. With shareholder agreement, the delay can be longer.

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

Can the meeting be held online?

Yes. Bermuda law supports modern methods. If the bylaws allow it, the AGM can be held by teleconference, video call, or any real-time platform where all members can participate equally.

There is also a more flexible option: written resolutions. If enough shareholders sign, the written resolution counts as though the meeting had taken place. It is legally valid and treated as the holding of a meeting.

What are the rules for quorum and voting?

Unless the bylaws say otherwise, a majority of members present in person or by proxy forms a quorum. Where a company has just one shareholder, that person alone constitutes a valid meeting, whether present in person or by proxy.

Each member typically holds one vote per share. Voting can take place by show of hands, electronically, or by poll. In a tie, the chairperson may cast a second vote, unless the bylaws prohibit it.

Can shareholders use proxies?

Yes. Shareholders can appoint one or more proxies to attend and vote on their behalf. The Companies Act does not prescribe a format, so the detail is left to the bylaws. Typically, the rules cover how the proxy is submitted, whether a signature is required, and when it must be received.

What’s typically on the AGM agenda?

The law sets no fixed list, but common agenda items include:

• Approval of audited financial statements.
• Presentation of the auditor’s report.
• Election or re-election of directors.
• Appointment and remuneration of auditors.

Shareholders can also propose agenda items. If enough of them support it (either 5% of voting rights or 100 members), the company must include their resolution or supporting statement. This assumes the correct process and deadlines are followed.

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:

• A statement of results.
• A balance sheet.
• A statement of cash flows.
• Notes on the accounting standards used.
• The auditor’s report, where applicable.

A director must sign the financial statements before the meeting. If the documents are not ready in time, the chairperson can adjourn the meeting for up to 90 days.

Are dividend decisions made at the AGM?

Not always. In most companies, the board declares dividends. Where the bylaws say otherwise, the AGM may be used to approve them. Any such decision must be recorded in the minutes, which are then kept at the registered office.

There is no requirement to report dividends to a local authority. Furthermore, Bermuda imposes no tax on dividends.

Do AGM documents need to be filed?

In most cases, no filing is required with the Registrar. However, if the AGM produces changes that trigger statutory filings, such as the appointment of a director, those must be filed within 30 days using the prescribed form.

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

What happens if a company doesn’t comply?

The consequences escalate with the breach. They can include:

• Fines for failing to lay financial statements before the AGM, with directors personally exposed.
• Daily default fines for late statutory filings, such as overdue director updates.
• Regulatory action, including warnings or enforced compliance.
• Court-ordered remedies, up to and including winding-up.

Separately, a company that fails to hold an AGM within three months of when it should have can apply to the Registrar to sanction a corrective meeting, on payment of a fee. Because penalty levels and fees are set by statute and updated from time to time, companies should confirm the current figures before relying on them. Staying on top of deadlines and documentation remains the simplest safeguard.

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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