BAHAMAS
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Principal Corporate Legislation
International Business Companies Act 2000, as amended.
Type of Law
Statute Law and Common Law based on English Common Law.
Type of company for International Trade
and Investment
International Business Company (IBC).
Procedure
to Incorporate
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
Cannot trade within the Bahamas or own real estate there. Unless government
permission is granted, cannot undertake the business of banking, insurance,
assurance, 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. Cannot sell its own shares or solicit funds
from the Public.
Powers
of Company
An International Business Company has all the powers of a natural person.
Language
of Legislation and Corporate Documents
The legislation and corporate documentation are in English.
Registered
Office Required
Yes, must be maintained in the Bahamas at the address of a licensed
management company or law firm.
Shelf
Companies Available
Yes.
Time
to Incorporate
Two days, but a further five working days is 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
Any name that has already been incorporated, or a name that is so similar
as to cause confusion. Names such as royal or imperial. 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.
Language
of Name
The name 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 License
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, Société Anonyme,
Sociedad Anónima, Gesellschaft mit beschränkter Haftung or the relevant
abbreviations.
Disclosure
of Beneficial Ownership to Government Authorities
No.
Compliance
Authorized and Issued Share Capital
The normal authorized 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 authorized share
capital for the minimum license 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.
Classes
of Shares Permitted
Registered shares, shares of no par value, preference shares, redeemable
shares and shares with or without voting rights.
Taxation
The Bahamas is a pure tax haven and has no direct taxation in the form
of income tax, capital gains tax, gift tax or inheritance tax.
Double
Taxation Agreements
The Bahamas is not a party to any double tax treaties.
License
Fee
Companies with an authorized share capital, with a par value, up to
US$ 50,000 pay the sum of US$ 350 per year. Companies with share capitals
more than US$ 50,001 pay the sum of US$ 1,000 per year.
Directors
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.
Company
Secretary
The Act makes no specific reference to a company secretary, but one
is normally appointed to facilitate signing obligations.
Shareholders
Minimum number of shareholders: two subscribers, but the shares can
be transferred to a single person.
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