Bahamas

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Key Corporate Features

General Information

The Bahamas extends from 78 km east from the coast of Florida on the north-west to just north of Haiti. The Bahamas consist of nearly 700 islands and 2,400 cays. Thirty of the islands are inhabited. The population of the Bahamas is approximately 304,000.

Lucayan Indians inhabited the islands when Christopher COLUMBUS first set foot in the New World on San Salvador in 1492. British settlement of the islands began in 1647; the islands became a colony in 1783. Since attaining independence from the UK in 1973, The Bahamas have prospered through tourism and international banking and investment management.

Bicameral Parliament consists of the Senate (16-member body appointed by the governor general upon the advice of the prime minister and the opposition leader for five-year terms) and the House of Assembly (40 seats; members elected by direct popular vote to serve five-year terms); the government may dissolve the Parliament and call elections at any time.

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.

Company Information

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

IBCs can be incorporated in one day, requiring simple statutory documents and reasonable fees. There is minimal periodic reporting only and no minimum capital requirements, share par value in any currency, multiple share classes (fractions).

One director and two shareholders are required, who my reside anywhere. Exempt from Bahamian Exchange Control, from stamp duty and other taxes for 20 years.

For incorporation, 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.

Restrictions on trading: 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. It has all the powers of a natural person and may act as settlor or contributor to a trust or act as founder of a private foundation

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.

The name of the company can be in any language using the Latin alphabet. An English translation may be required 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.

There is no disclosure of beneficial ownership to government authorities.

Compliance

The standard 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$ 300 per year. Companies with share capitals more than US$ 50,000 pay the sum of US$ 1,000 per year.

While 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 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.

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