Regular Business Company registration in Barbados

It must not contain sensitive words that are prohibited by legislation or names that have offensive nature or imply illegal activity. The wording: “Assurance”, “Bank”, “Insurance”, “Municipal”, “Royal”, “Chartered”, “Building Society”, and similar words are the subjects for the licensing. There is also a prohibition for words implying patronage of Andorra’s government or department or the government and the bodies of any other country.

The company’s name must not be very similar to existing names on the registrar and 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.” etc.

A Barbados RBC Company is required to have a registered office address in Barbados. It may not be provided by an authorized registered agent in Barbados, though that agent should be appointed.

One director is the minimum required. There is no requirement for them to be locals. In order to be considered as a resident the RBC Company meetings of the board of directors should be held within Barbados.

A corporate entity or a natural person can be appointed as directors. The director and shareholder can be the same person. The director’s details are registered on the public record and can be accessed by the public.

The appointment of a secretary is mandatory. It should be the holder of the special governmental license.

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 of the shareholder’s meetings, however the first such meetings should be conducted not later than 18 months from the incorporation of the RBC Company. The period of time between the annual general meetings must not exceed 15 months.

The shareholder’s 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 RBC Company who is bound by the law to keep this information.

The beneficial owner’s details are not registered on the public record and cannot be accessed by the public.

The owners of an RBC Company are free to determine any amount as the authorized capital at incorporation and it can be denominated in any currency, though the US Dollar is mostly preferred and the amount of USD 50,000 is suggested. The authorized 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.

A Barbados RBC 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 RBC Company are not required to set a deadline as to when such capital must be paid up.

An RBC Company in Barbados can be incorporated within 10 days.

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

If the RBC Company is carrying out certain types of business, it must meet specific physical presence requirements and conduct its main activities, which generate income, inside Barbados. This means that the management and control of the RBC must be in Barbados, 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 the same group or providing services to entities in the same group), Shipping, Intellectual Property, Headquarters Business and Holding companies.

The RBC Company must prepare and keep accounting records about its assets and liabilities to reflect accurately its financial situation that may be stored anywhere, in or outside Barbados. The Company is obliged to file its financial statement and annual return to the authorities, though; the documents are not accessed by the public. The accountant records become the subject for the audit requirements when its gross revenue exceeds 2 million US dollars.

The rate of the corporate income tax is varying depending on the income of the company. In general, it is 5.5%, however it is decreasing with the increase of the taxable income and if the income of the company is more than BBD 30 000 000, the applicable rate will be 1%. The royalties and interest that are paid to non-resident and in a foreign currency may be tax exempt. Also, Barbados has a wide scope of double tax avoidance treaties.