Bahamas

Key Corporate Features
General Information
Company Information
Compliance

Key Corporate Features

General Information

The Bahamas extends in a 1.225 km arc from 78 km east of Palm Beach, Florida, to just north of Haiti. The Bahamas consists of an archipelago of nearly 700 islands and 2.000 cays.

The population of the Bahamas is approximately 340.000.

In July 1973, the Bahamas become an independent country within the British Commonwealth. A Governor General appointed by the British Government is responsible for defence, external affairs and internal security.

However, the real head of the government is an elected prime minister who consults with a cabinet of sixteen, twelve Cabinet Ministers and four Ministers of State chosen from the legislature. There are four political parties, the dominant Progressive Liberal Party, Free National Movement Party, and Labour Party. The bicameral legislature has a 49 member House of Assembly and a 16 member Senate.

The Bahamas has excellent communications. There are direct flights from Europe as well as many US cities. Miami is only 30 minutes away by jet aircraft and New York is less than three hours away.

The official and spoken language is English. The Bahamas Dollar is on a par with the US Dollar.

Residents are subject to exchange control, but International Business Companies are exempted.

The type of law is statute law and common law based on English common law.

The principal corporate legislation is the International Business Companies Act 2000, as amended.

Company Information

The type of company for international trade and investment is the International Business Company (IBC).

The procedure to incorporate: a registered agent prepares the Memorandum of Association, which after being signed by the two subscribers is delivered to the registry. The Articles of Association can either be filed at the same time as the Memorandum of Association or within 30 days from the date of incorporation.

The following restrictions on trading apply: an IBC can't trade within the Bahamas or own real estate there. Unless government permission is granted, an IBC can't undertake the business of banking, insurance, 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. An IBC can't sell its own shares or solicit funds from the public.

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

The language of the legislation and corporate documentation is English.

A registered office is required and must be maintained in the Bahamas at the address of a licensed management company or law firm.

Shelf Companies are available.

The time to incorporate are two days, but further five working days are 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 apply on any name that has already been incorporated, or a name that is so similar as to cause confusion. Names such as royal or imperial are forbidden. 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 is also not allowed.

The name of the company 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 licence: 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, Societe Anonyme, Sociedad Anonima, Gesellschaft mit beschränkter Haftung or the relevant abbreviations.

There is no disclosure of beneficial ownership to government authorities.

Compliance

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.

The following classes of shares are permitted: registered shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

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

The Bahamas are not a party to any double tax treaty.

Companies with an authorised share capital, with a par value, up to US$ 50.000 pay a license fee of US$ 350 per year. Companies with share capitals more than US$ 50.000 pay the sum of US$ 1.000 per year.

Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records, which reflect the financial position of a company.

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.

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

The minimum number of shareholders: two subscribers, but the shares can be transferred to a single person.

Contact: info@personaloffice.com