Formation of International Business Company (IBC) in Bahamas
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 minimum number of shareholders of a Bahamas IBC is 1, which may be an individuals or a corporate bodies. All shares should be registered. Details of the shareholders appear in the public record in Bahamas.
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 the IBC.
The IBC must have at least one director, which can either be an individual or a body corporate. Directors can be of any nationality or residence, and can 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. Details of directors and officers are filed with the Public Registry, however nominee directors and officers can be provided by us to preserve confidentiality.
Registered Office, Local Agent Or 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.
The directors and the shareholders meetings need not be held in the Bahamas as there is no requirement or an Annual General Meeting. All meetings may be held outside Bahamas, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. The registers and minutes of meetings must be kept at the registered office. Bahamas IBC must have a company seal, an imprint of which is to be kept at the registered office.
Usually 3 working days, but we require up to 10 working days for legalization of the documents and delivery by courier.
An IBC is exempt from Bahamian Exchange Control, from stamp duty and from other taxes and estate duties for 20 years from the date of incorporation. Business conducted by the Bahamas IBC outside of the Bahamas is exempt. Unlike most other jurisdictions, a Bahamas IBC may do business locally and may own local real estate. Any such local transactions however, are subject to exchange controls and stamp duty.
Audit And Financial Returns
There is no requirement to file audited accounts or annual returns with the authorities. A company shall cause reliable accounting records to be kept in relation to all sums of money received and expended by the company and the matter in respect of which such receipt and expenditure takes place, inclusive of all sales, purchases and other transactions. Records must also be kept in relation to the assets and liabilities of the company. Please note that the above mentioned amendment does not speak about the company’s requirement to prepare financial statements, it only requires companies to maintain all proper and underlying documentation (such as invoices, receipts and contracts) that will correctly explain all of the company’s transactions, enable the financial position of the company to be ascertained at any time with accuracy and, allow the preparation of financial statements to be prepared when necessary. The mentioned accounting records must be maintained for a minimum period of five (5) years as from the date of the transaction to which the records relate.