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Registration of a mainland company in Bahrain. Service offer

Advantages of registering a mainland company in Bahrain. Company registration. Visa application. Company administration. Fees.

General provisions

The Kingdom of Bahrain is an island state in the Persian Gulf. Bahrain has the most diversified economy among the Gulf Cooperation Council (GCC) countries, with strong capabilities in such sectors as financial services, information and communications technology (ICT), manufacturing, logistics and tourism. Bahrain’s pro-innovation business policies and laws give businesses of all sizes the opportunity to thrive.

As a business-friendly hub, Bahrain offers high-yielding opportunities for investors owing to a favourable tax environment, ease of doing business, and unparalleled access to the USD 2.07 trillion GCC market. Alongside a highly skilled workforce, maintaining this liberal economic environment is a key differentiator in the country’s value proposition as Bahrain pursues a national economic recovery plan and works towards attracting more investment in the Kingdom.

Mainland company

A mainland company is a company registered with the Ministry of Industry and Commerce (MOIC) of Bahrain.

Advantages of registering a mainland company in Bahrain

Multiple investment options with 100% ownership for foreigners in almost any enterprise;

Zero personal income and corporate taxes;

One of the best places to live in in terms of quality of life;

Access to a market of 1.5 billion people in the region, 300 million people in the Arab countries, and 40 million people in the GCC states;

Company formation in Bahrain allows entrepreneurs to expand their business and operate in other Gulf countries;

Companies operating in Bahrain enjoy very low import and export tariffs;

No restrictions on repatriation of capital, currency exchange or transfer of dividends;

Equipment and raw materials can be imported duty-free.

Legal forms

Mainland companies can be registered in various legal forms:

  1. General Partnership Company;
  2. Limited Partnership Company;
  3. Association in Participation;
  4. Joint Stock Company;
  5. Limited Partnership by Shares;
  6. Limited Liability Company;
  7. Single Person Company;
  8. Holding Company.
Mainland companies are most commonly registered in the form of a limited liability company (LLC).

Limited liability company (LLC)

Capital

  • The minimum capital of a limited liability company is BHD 10 000 (Bahraini dinar; ~ USD 26 525).
  • The capital must be deposited in one of the approved local banks, after which the company can complete its registration.
  • The capital must be divided into equal shares of at least BHD 50 each.

Shareholders

A limited liability company (LLC) must have between 2 and 50 shareholders (members) whose liability is limited to the value of their share in the company’s capital.

A foreign citizen can own up to 100% shares (interest) in a company, depending on its type of business activity.

Business activities

All activities can be divided into 4 categories:

  1. Allowing 100% foreign ownership: most manufacturing activities (light and heavy industry), operation of freight and passenger sea and air transport, activities related to software development, information technology, and other activities.
  2. Allowing foreign ownership with a local partner holding at least 1 share: most trading activities (sale/trade of motor vehicles, sale/trade of motor vehicle parts and accessories, trading on a fee or exchange or on contract basis or auctions, sale/trading in industrial chemicals, etc.), as well as electric power generation, transmission and distribution, steam and air conditioning supply, water collection, treatment and supply, drilling of artesian water wells.
  3. Allowing foreign ownership up to 49%: accounting services, construction activities (construction of buildings, roads and railways), acting as sea freight agent, pearl testing laboratory.
  4. Allowing only Bahraini ownership: banking or insurance, investment funds or activities related to investing third-party funds in one’s own name or as an agent.

Some activities may require additional approvals from the industry-specific regulatory authorities.

Manager

  • A limited liability company can appoint one or more managers.
  • No requirements for the nationality or residence of the manager.
  • Managers can be elected from among members.

Company registration

The authority in charge of registering companies is the Ministry of Industry and Commerce.

The registration of a mainland company in Bahrain includes the following steps:

1) It is necessary to select:

  • company name to be checked for availability (at least three names), which name:
    • must not be identical or similar to the name of an existing company;
    • must contain an indication of the legal form (Limited Liability Company or LLC);
    • must contain an indication of the objects/activities of the company or be derived from the name of one or more shareholders/partners;
  • company structure (shareholders, manager);
  • business activity.

Some activities require special approval from the various authorities (federal and local).

2) Paying fees.

3) It is necessary to provide documents for the managers / members / attorneys (originals or notarized copies):

  • passport or ID card;
  • proof of address;
  • CV.

The shareholders need to additionally provide personal data in writing (phone number, email, residential address, country of residence, mother’s name, marital status, religion, and nationality).

For compliance check, the shareholders will also need to sign a client information form and a contract for administration.

Company registration can be carried out remotely by power of attorney (which must be apostilled).

4) Submitting a company registration application to Bahrain’s Ministry of Industry and Commerce (MOIC). The application must contain details of the shareholders, managers, and business activities of the company. After the assessment of the application, MOIC issues a Commercial Registration (CR) certificate without a licence.

5) Based on Commercial Registration (CR) without a licence, an office lease agreement is made, and approval from the municipality is obtained to register the company.

6) Obtaining additional permits from the industry-specific regulatory authorities (for some activities).

7) Signing and notarization of the Articles of Association.

8) Opening a temporary bank account at any accredited Bahraini bank and paying in the capital.

9) Submitting to the Ministry of Industry and Commerce the original Articles of Association and a bank letter confirming payment of the capital, based on which a Commercial Registration (CR) certificate with a business licence is issued. After the registration of the company, the manager must publish a relevant notice in the Official Gazette and in one of the local daily newspapers.

10) Registering the company with the Bahrain Chamber of Commerce and Industry (BCCI) and obtaining a TIN from the National Bureau for Revenue (NBR).

Upon registration, you will receive the following documents:

  • Commercial Registration (CR) certificate – in electronic form (the original can be obtained additionally);
  • Licence for the company’s declared business activity (the licence is issued for 1 year) – in electronic form;
  • Office lease agreement (for 1 year, depending on the selected office package) – in original;
  • Articles and Memorandum of Association – in original;
  • TIN certificate – in electronic form.

A company seal is also issued.

The total time to register a mainland company in Bahrain is 2 to 3 weeks, on average.

Visa application

IMPORTANT: after the registration, the company manager must obtain a residence permit (RP) and a work visa in Bahrain.

Bahrain does not have such a concept as permanent residence. Bahrain’s migration rules require obtaining a residence permit (RP), which in practice is similar to a permanent residence document.

A visa can be obtained:

  • by making an employment contract with a company – work visa;
  • by buying/registering a mainland company – investor visa;
  • by buying real estate – golden visa.

The application for a work visa includes the following steps (a visa can only be applied for after the company is registered):

  1. Registering the company on the online portal of the Labour Market Regulatory Authority (LMRA) and obtaining a Visa Registered User status. To become a Registered User, it is necessary to provide a filled in application signed and sealed by the company manager, and a copy of the CR number.
  2. Creating a visa application on the LMRA online portal. The application must be accompanied by a medical examination report and employment contract.

The applicant needs to:

  • undergo a medical examination;
  • submit biometrics (fingerprints);
  • have 2 photos against a blue background – like ones for a passport.

3. Obtaining a work visa and residence permit (Bahrain ID).

A Bahrain ID is issued to an applicant for a period of 1 to 2 years and can subsequently be renewed. The card is ready in 7 working days.

IMPORTANT: at the time of obtaining a work visa and Bahrain ID, the applicant must have a place of residence in Bahrain.

Company administration

Renewal

A company is required to annually renew its Commercial Registration and licence by paying relevant fees, and to renew its office lease agreement.

Company registration and licence must be renewed 30 days before their expiration date.

Financial Statements and Audit

Bahrain’s Commercial Companies Law (Article 286) requires companies registered in Bahrain to prepare their financial statements in accordance with International Financial Reporting Standards (IFRS).

The first financial period may last more 12 months or less, but it must not be less than 6 months or more than 18 months from the company’s incorporation date.

The tax return and supporting audited financial statements must be made in BHD (Bahraini dinar).

The audit must be submitted within 6 months of the financial year-end.

The board of directors must publish the balance sheet, profit and loss account, summary of the director’s annual report, and the full auditor’s report in a local daily newspaper in Arabic at least 15 days before the general meeting of shareholders. Companies must submit financial statements to the Ministry of Industry and Commerce within 6 months of the end of the financial year.

Thus, the deadline for submitting financial statements is 30 June.

Taxes

Companies registered in Bahrain are exempt from corporate tax, capital gains tax, property tax and other taxes.
Bahrain has no withholding tax on dividends, interest or royalties.

Companies operating in the oil and gas sector are taxed at a rate of 46%.

Stamp duty only applies to the transfer and/or registration of real estate and is charged at 2%. If stamp duty is paid within two months of the transaction date, the stamp duty rate is reduced to 1.7%.

The employer’s social security contribution is 12% for Bahraini employees and 3% for non-Bahraini employees. This contribution is levied on the employee’s monthly salary and is capped at an income ceiling of BHD 4 000 (~ USD 10 610).

Lease of commercial and residential property by foreigners attracts 10% municipal tax.

On 1 January 2019, Bahrain introduced value added tax (VAT).

VAT as a general consumption tax applies to all transactions with goods and services unless such transaction is exempted or taxed at 0% rate.

The standard VAT rate in Bahrain is 10% (from 1 January 2022).

There is no obligation to register for VAT unless sales turnover within the country exceeds the registration threshold, which is BHD 37 500 (~ USD 99 000) in Bahrain.
Before registering a company, we recommend that you consult a specialist of the non-resident audit department and a tax adviser to assess the company’s tax burden and discuss subsequent administration of the company.

Fees[1]

Services
Fees (USD)
Registration of a mainland company in Bahrain, including:
- company incorporation (name check; collection, preparation and submission of documents for incorporation; selection of a licence; delivery of original corporate documents);
- liaising with government authorities regarding all matters of the company;
- monitoring changes in legislation, informing about changes and the need to revise the activities/structure of the company;
- postal services (collection/delivery of documents and other correspondence);
- company seal.

This fee also includes the government fees charged by the registration authority for registering a company and issuing a licence.

Other options – upon request.

from 14 500
Finding an office for registration and further operation of the company
from 6 500
(including rent)
Annual renewal of the company, including:
- liaising with government authorities regarding all matters of the company;
- monitoring changes in legislation, informing about changes and the need to revise the activities/structure of the company;
- keeping track of the deadlines and making payments for the company renewal and the office lease agreement;
- postal services (collection/delivery of documents and other correspondence).

This fee also includes the government fees charged by the registration authority for renewing the licence.

Other options – upon request.

from 8 500
Obtaining a visa and Residence Permit
This is the cost of one work visa and residence permit, including:
- payment of all government fees (Work Visa, Bahrain ID);
- preparing, executing and agreeing the necessary documentation with LMRA;
- accompanying the client to a medical clinic for medical examination;
- accompanying the client to LMRA for fingerprinting;
- submitting to LMRA documents for issuing and stamping a visa;
- filing an application for and obtaining a residence card;
- transport expenses.
4 200
Renewal of Bahrain ID (Residence Permit)
3 800
Assistance with opening corporate and personal bank accounts:
= Services of:

- analysing the company’s structure, its activities / business model / turnover OR, in the case of a personal account, information on the individual’s sources of funds / residence / account balance;
- selecting banks individually for – up to 3 options;
- preparing descriptions of banks indicating the criteria by which they were selected;
- preparing a description of further steps in the account opening procedure.

500
= Services of:

- collecting and analysing the corporate and other documents required to be submitted to the selected bank;
- putting together a detailed account opening application, including complete information on the company, its owners and counterparties;
- sending the application to one of the banks of your choice;
- preparing a detailed description of all further steps in the account opening procedure;
- preparing for an interview;
- accompanying you to a personal meeting with a banker if necessary;
- interacting with the bank at ALL stages.

1 800
Compliance fee

Payable in the cases of:

• incorporation of a company,
• renewal of a company,
• liquidation of a company,
• transfer out of a company,
• issue of a power of attorney to a new attorney,
• change of manager / shareholder / beneficial owner,
• signing of documents.

350 (standard rate, includes the check of 1 individual)

+ 150 for each additional individual (manager, shareholder, or beneficial owner) or legal entity (manager or shareholder) if such legal entity is administered by GSL

+ 200 for each additional legal entity (shareholder) if such legal entity is not administered by GSL

450 (rate for high-risk companies, includes the check of 1 individual)

100 (signing of documents)

Keeping the company’s accounting records
Maintaining a systematic archive of company documents and providing them to the client upon request
200 / hour
Preparing financial statements, conducting an audit, and submitting financial statements to the government authorities
400 / hour[2]
Tax advice on VAT and other matters
from 300 / hour
VAT registration
1 200
Preparing and submitting VAT returns
200 / hour

[1] The fees are valid as of January 2024.

[2] The fees for preparing financial statements and conducting an audit are charged based on the time spent at hourly rates ranging from USD 100 to USD 400 (depending on the type of work and qualification of a specialist involved).

Are you interested in the offer?
from USD 14 850
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