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House gives approval to single-shareholder firms

edge'' of international business received overwhelming support in the House.The 1993 Companies Amendment Act, presented by Finance Minister the Hon. David Saul , will among other things, allow the incorporation of single-member companies.

edge'' of international business received overwhelming support in the House.

The 1993 Companies Amendment Act, presented by Finance Minister the Hon. David Saul , will among other things, allow the incorporation of single-member companies.

Dr. Saul said the change comes as there are growing demands for the setting up of personal-holding or one-shareholder companies in Bermuda.

Often overseas investors want to set up a company here to place their personal assets, he said, but they do not always want to have two local partners -- as the current law requires.

Dr. Saul said 27 amendments to the Companies Act -- some of substance, others consequential, also included permitting the election of company directors for more than a year, refining the section of the Act dealing with financial assistance for the purchase of company shares, and relaxing strict rules for the fixing of a company seal on contracts.

Under the Companies Act, only the company secretary or two directors were permitted to do this. The amendment will allow the company to chose anyone to fix the seal providing that its by-laws allow this.

All of the amendments were made in concurrence with the international business industry, Dr. Saul said.

And he added: "They will be good for local and international businesses on the whole''.

Opposition MP Mr. Julian Hall said there was nothing by way of principle that alarmed the PLP about the amendments.

He said the party understood "with the slightest reservation'' the need for Bermuda to keep on the edge by allowing single-shareholder companies.

But he said he had a problem with the clause concerning the fixing of a company seal.

Mr. Hall questioned whether the change will allow persons unknown to the Bermuda Monetary Authority or the Registrar of Companies to fix the seal on company contracts.

He noted there are a number of contracts which companies make that could have a great impact not only on the companies' business, but on Bermuda's reputation as jurisdiction for international business.

"This is not a criticism,'' he stressed, "but an expression of caution.'' Mr. Hall said he was concerned about the overall working of the bill in terms of policing the 60:40 shareholding requirement.

Mr. Hall noted that there was a "growing body of concern'' that Cablevision, of which he is a shareholder, "may be breaching that requirement''.

"As a company that was meant to be founded and run as a Bermudian company, it is now being controlled by non-Bermudians,'' he said, asking if the Minister had looked into this and whether there was any validity to the "ongoing'' concern.

But Mr. Hall stressed that the Opposition would support the bill.

"We would support any measure that is conducive to the vital growth of this industry,'' he said, adding the PLP had dispelled the myth that a PLP government would mean the end of international business for Bermuda.

National Liberal Party Leader Mr. Gilbert Darrell said changing the fixed seal requirement would mean "anybody'' can have access to a company's business.

"To have a one-man local company would not be popular,'' he added. "A lot of local companies do not go along with all these things (changes)''.

He suggested Government divide the Companies Act and make separate provisions for local companies and foreign companies.

But Dr. Saul said there was not much sense in ripping legislation into two pieces.

He said the Act makes provision for both local and foreign companies.

And he stressed that the seal-fixing issue did not mean that "every Joe Blow could use a company's seal''.

"The provision is allowing a company that wishes to have full authorisation for a person, who is not a director or secretary, to physically fix the company seal, providing that company's by-laws allow this.'' Concerning the 60:40 requirement, Dr. Saul said it relates to equity holding in a company, not management.

He said his Ministry had looked into the Cablevision situation.

"If it were clear cut, we would have acted,'' Dr. Saul said. "If any shareholder or holders feel aggrieved, they should take court action. I believe that will happen.'' Responding to Mr. Hall's remarks about the PLP and international business, Dr.

Saul said if companies have any concern about any ruling party, there are clauses in the Companies Act to protect them.

And, he added: "I think the PLP have shown themselves as a reliable alternative (government). There is no other alternative.'' The Hon. David Saul.