Bahamas Offshore Company Formation
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 share capital: 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.
Directors of the company:The IBC must have at least one director, which can either be an individual or another corporation. Directors can be of any nationality or residence, and need not 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. The names of directors and officers are not made public; however, the Bahamas Registry may require the information in some circumstances, such as if an official certificate is required. Changes in directors or officers need not be registered or reported.
Registered office and local agent/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.
Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.