Exempted Company registration in the Bahamas

It must not contain sensitive words which are prohibited by legislation. The use of the following words should be licensed by the government: “Building Society”, “Chamber of Commerce”, “Cooperative”, “Municipal”, “Investment fund”, “Assurance” “Bank”, “Insurance”, “Trust” and any other words implying connection with a university or a professional association or activity. There is a prohibition for words implying patronage the Bahamas government or department or the government of any other country or use  words that have offensive character or are associated with illegal activity.

The company’s name must not be very similar to existing names on the registrar and it must not contain improper or objectionable words. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “LTD”, “Corporation”, “Corp”, “Incorporated”, “Inc.” “Société Anonyme” “S.A”, “Sociedad Anónima” , “Gesellschaft mit beschränkter Haftung”,  “GmBH” etc.

Bahamas IBC is required to have a registered office address in Bahamas which must be provided by an authorised registered agent in Bahamas.

One director is the minimum required. There is no requirement for them to be locals, and there is no requirement regarding the place and frequency of board meetings.

A corporate entity or a natural person can be appointed as directors. The director’s details are registered on the public record and can be accessed by the public. However, confidentiality can be granted through the nominee services that are available in the Bahamas.

The appointment of a secretary is not mandatory but optional. In case of appointment, it may be a corporate entity or a natural person, resident or non-resident.

One shareholder is the minimum required. There is no requirement for them to be locals and a corporate entity or a natural person can be appointed as shareholders. There is no requirement regarding the place and frequency of the shareholders meetings.

The director and shareholder can be the same person. The shareholders details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company who is bound by the law to keep this information. Nominee services are available.

The beneficial owners’ details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company who is bound by the law to keep this information.

The owners of an IBC Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, though the US Dollar is mostly preferred and the amount of USD 50,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.

Bahamas IBC Company may have registered shares, with or without par value, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are not permitted.   

No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of an IBC Company are not required to set a deadline as to when such capital must be paid up.

An IBC Company in the Bahamas can be incorporated within 2-6 days. Bahamas is considered to have one of the fastest registries worldwide.

Ready-made but unused IBC Companies are available in Bahamas, in case you are in need of a quicker incorporation process.

If the IBC Company is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities which generate income, inside Bahamas. This means that the management and control of the IBC must be in Bahamas, thus, the company must have enough premises, amount of expenditures and employees within the jurisdiction, based on its business activity and size. The types of business are given below:

Banking, Insurance, Finance and Leasing, Distribution and Service Centre (purchasing assets from other entities belonging in same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

The IBC Company must keep accounting records, about its assets and liabilities to reflect accurately its financial situation. Those records can be held in any place, in or outside the Bahamas. The IBC Company is not required to file its accounting records, nor it is required that those accounts be audited.

There is an exemption in the jurisdiction of Bahamas from any tax on income or profits for IBC Companies. The Company is able to deal with the residents without any restrictions but in that case, it should follow the capital control rules and exchange duties. In addition, Bahamas imposes no tax on dividends, earnings, rental income, revenues, interest and royalties.