Offshore legislation governing incorporation and management of International Business Companies in Bahamas is International Business Companies Act 1989, updated by the International Business Companies (Amendment) Act 1994, the International Business Companies Act 2001, and the International Business Companies (Amendment) Act 2004.
The existing companies law, most recently re-stated in the Companies Act 1992, which is based on English law and is used to form various types of company used by businesses trading in the Bahamas, and also for certain other special purposes. Companies formed under the Companies Act 1992 can be private companies limited by shares or by guarantee, or can be public companies. The International Business Company is the most widely used vehicle for offshore operations in the Bahamas, it normally takes the form of a private company limited by shares.
Bahamas IBC’ names must end with one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. Names can be in any language which uses the Latin alphabet.
MEMORANDUM AND ARTICLES OF ASSOCIATION
In order to incorporate private company in the Bahamas, a Memorandum of Association must be filed with the Registrar General. Articles of Association may be filed with the Memorandum of Association or within six months thereafter, and must be signed and witnessed by one other person. Other provisions include: the memorandum to be signed by at least two subscribers in the presence of at least one witness. Each subscriber must subscribe for at least one share. A non-resident subscriber is required to obtain exchange control permission. The capacity of persons incorporating is to be submitted with the Memorandum in the form of a declaration signed by counsel and attorney.
The minimum number of shareholders of a Bahamas IBC is 1, which may be an individuals or a corporate bodies. All shares should be registered. Details of the shareholders appear in the public record in Bahamas.
There is no specific minimum capital requirement. The standard authorized share capital is US$ 5,000. Shares must be registered and may be issued in any currency. Bearer shares however are no longer permitted. A share register needs to be kept at the registered office of IBC.
The IBC must have at least one director, which can either be an individual or a body corporate. Directors can be of any nationality or residence, and can also be shareholders. It is possible to appoint specific alternate directors and officers in the event of the death, resignation, or inability to act of an existing director or officer. A list of directors must be maintained at the registered office. Details of directors and officers are filed with the Public Registry, however nominee directors and officers can be provided by us to preserve confidentiality.
REGISTERED OFFICE, LOCAL AGENT OR SECRETARY
Every IBC must have a Registered Agent and a Registered Office in the Bahamas. The Registered Agent must be qualified to act as such, such as a Lawyer, licensed Management Company, etc.
The directors and the shareholders meetings need not be held in the Bahamas as there is no requirement or an Annual General Meeting. All meetings may be held outside Bahamas, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. The registers and minutes of meetings must be kept at the registered office. Bahamas IBC must have a company seal, an imprint of which is to be kept at the registered office.
Usually it is 3 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.
RECURRING MAINTENANCE FEES AS FROM 2ND YEAR
- Provision of registered office and registered address
- Provision of company Secretary & registered agent
- Annual Government Fee