Bahamas Company

Principal Corporate Legislation

International Business Companies Act 2000 and the International Business Companies (Amendment) Act 2004.

BAHAMAS COMPANY INFOS

Restrictions on Trading

IBCs can conduct business with Bahamians and may also own Bahamian real estate, but local exchange controls and stamp duty will apply in these cases. Unless government permission is granted, cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot sell its own shares or solicit funds from the Public.

Powers of Company

An International Business Company has all the powers of a natural person.

Language of Legislation and Corporate Documents

The legislation and corporate documentation are in English.

Registered Office Required

Yes, must be maintained in the Bahamas at the address of a licensed management company or law firm together with a Registered Agent.

Time to Incorporate

Two days, but a further five working days is required by the Registrar for the production and release of the Certificate of Incorporation and certified copy of the Memorandum and Articles of Association.

Name Restrictions

Any name that has already been incorporated, or a name that is so similar as to cause confusion. Names such as royal or imperial. Any name which, in the opinion of the Registrar, is considered undesirable, obscene or offensive, or any name, which suggests the patronage of the Bahamas Government.

Language of Name

The name can be in any language using the Latin alphabet. The Registrar may require an English translation to ensure that the proposed name is not on the list of restricted names.

Names Requiring Consent or License

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or insurance industries.

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Société Anonyme, Sociedad Anónima, Gesellschaft mit beschränkter Haftung or the relevant abbreviations.

Disclosure of Beneficial Ownership to Government Authorities

Details are disclosed to the Registered Agent but are not publicly available.
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BAHAMAS COMPLIANCE

Authorised and Issued Share Capital

The normal authorised share capital is US$50,000; divided in to 50,000 shares of US$1, this being the maximum capital for the minimum duty payable at the time of incorporation and the maximum authorised share capital for the minimum licence fee payable annually. The share capital may be expressed in any currency. The minimum issued capital is either two shares of no par value or two shares of par value.

Classes of Shares Permitted

Registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

Taxation

The Bahamas is a pure tax haven and has no direct taxation in the form of income tax, capital gains tax, gift tax or inheritance tax.

Licence Fee

Companies with an authorised share capital, with a par value, up to US$50,000 pay the sum of US$350 per year. Companies with an authorised share capital with a par value greater than US$50,001 pay the sum of US$1,000 per year.

Financial Statements Requirements

The new rules in relation to section 67 of the Bahamas International Business Companies (Amendment) Act 2011 came into force on 1st January 2013.

Key Requirements are:

A company must keep reliable accounting records in relation to:

• all sums of money received and expended by the company and the manner in which this takes place, inclusive of all sales, purchases and other transaction
• the assets and liabilities of the company
• Records must be maintained for a minimum of five years from the date of the transaction to which they relate.

The Accounting Records maintained by the company must:

• correctly explain all transactions
• enable the financial position of the company to be determined with reasonable accuracy at any time
• allow financial statements to be prepared
• include the underlying documentation, including invoices, contracts and receipts.

The accounting records and underlying documentation may be maintained in the Bahamas or in another jurisdiction. Where the documentation is kept outside the Bahamas, the company must confirm in writing to its Bahamian registered agent the physical address where the records are kept and any changes in their location.

Directors

The minimum number of directors is one. Directors may be natural persons or bodies corporate. They may be of any nationality and need not be resident in the Bahamas.

Company Secretary

The International Companies Act 2000 makes no specific reference to a company secretary, but one is normally appointed to facilitate signing obligations.

Shareholders

Minimum number of shareholders: two subscribers, but the shares can be transferred to a single person. A register of members needs to be maintained at the Registered Office but is not open to the public.

What’s included: