Company Registration in the Bahama Islands - Business Starting & Setup

Want to set up a firm in the Bahamas? We can assist you in starting a business or in buying a shelf company in the Bahama Islands with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in the Bahamas includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of the Bahama Islands. The total price of company formation in the Bahamas includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Nominee service per year
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Bank Account Pre-approval
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Price
5 400 USD

6 520 USD

7 130 USD

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Corporate Information

Legal System

The legal system in the Bahamas is based upon the English common law.

The offshore companies or IBCs are regulated by the International Business Corporations Act 2000.

Types of Entity in the Bahamas

The principal forms of business organization in the Bahamas are:

  • international business company;
  • domestic limited company;
  • company limited by guarantee;
  • unlimited company;
  • foreign company;
  • segregated account company;
  • joint venture,
  • general partnership;
  • limited liability partnership;
  • exempted limited partnership;
  • undisclosed partnership;
  • sole proprietorship;
  • trusts;
  • foundations

For offshore solutions, the most common structure is the IBC.

Registration

Company Name

There is a range of requirements to the company name in the Bahamas:

  • The word “Limited”, “Limited Liability Company”, “Corporation”, “Incorporated”, “Gesellschaft mit beschrankter Haftung”, “Societe Anonyme” or “Sociedad Anonima” or its respective abbreviation “Ltd.”, “LLC”, “Corp.”, “Inc.”, “GmbH”, or “S. A.” shall be at the end of the name of every company with limited liability.
  • A name should not be identical with that under which a company in existence is already incorporated under or so nearly resemble the name of another company as to be calculated to deceive, except where the company in existence gives its consent.
  • A name should not contain, without express prior permission of the Registrar which permission may be withheld without assigning a reason, the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Royal”, “Trust”, or a word conveying a similar meaning, or any other word that, in the opinion of the Registrar, suggests or is calculated to suggest the patronage of or any connection with Her Majesty or any member of the Royal Family or the Government of The Bahamas, a department thereof, a statutory corporation or board or a local or municipal authority.
  • A company name should not be indecent, offensive or, in the opinion of the Registrar otherwise objectionable.

In case of the violation of the above, the Registrar may, whether or not the consent of the company in existence give notice to the last registered company to change its name and if it fails to do so within 60 days from the date of the notice the Registrar shall direct the company to change its name to such name as the Registrar deems appropriate, and the Registrar shall publish a notice of the change in the Gazette.

Procedure of a Company Registration in the Bahamas

The following steps are required to incorporate an IBC company in the Bahamas:

  1. Search for a company name and reserve the proposed name: it is mainly done online or by lawyers and service providers who include the name fees in their fees. The name reservation expires after 90 days.
  2. The registered agent prepares and notarizes the company documents: the required documents include - Letter of Compliance pursuant to section 15 (4) of the IBC Act; Memorandum and Articles of Association.
  3. Pay the incorporation fee
  4. File the company documents at the Companies Registry: The registration is usually done by the lawyer. The company is incorporated on the date that the incorporation documents are submitted to the Companies Registry.

It takes 1 to 7 business days to register an IBC.

Restriction on Activities

The following restrictions apply on IBCs’ activities:

  • no business may be transacted with residents in the Bahamas;
  • no ownership interest in real property in the Bahamas is permitted; property may be leased for office use only;
  • banking, insurance or re-insurance business is not permitted;
  • engaging in the business of company management or providing registered facilities for Bahamian incorporated companies is not permitted.

However, IBCs are permitted to own shares in other Bahamian companies, maintain bank accounts in the jurisdiction and employ the services of local professionals.

Local Registered Office

A company shall at all times have a registered office in The Bahamas.

The address of the registered office shall be submitted to the Registrar with the Memorandum for registration upon the date of the application for incorporation.

The directors of the company may change the address of the registered office of the company, which change shall be notified to the Registrar within 14 days after such change has been made.

The following information should be kept at the registered office:

  • a copy of the Memorandum and Articles and all amendments thereto;
  • a register of all its directors and officers

Registered Agent

A company shall at all times have a registered agent in The Bahamas.

No person shall act as registered agent unless he is licensed to carry on the business of financial and corporate services pursuant to section 3 of the Financial and Corporate Service Providers Act:

The name and address of the registered agent shall be submitted to the Registrar for registration at the date of incorporation of the company.

The company shall notify the Registrar of any change in the name or address of the registered agent.

Where the registered agent of a company desires to cease to act as registered agent and the registered agent is unable to reach an agreement with the company for which he is registered agent concerning his replacement, the following provisions shall apply —

  • the registered agent shall give not less than 90 days written notice to any director or officer of the company of which he is the registered agent at the director’s or officer’s last known address, or if the registered agent is not aware of the identity of any director or officer then the person from whom the registered agent last received instructions concerning the company, specifying the wish of the registered agent to resign as registered agent;
  • the registered agent shall give not less than 90 days written notice to any director or officer of the company of which he is the registered agent at the director’s or officer’s last known address, or if the registered agent is not aware of the identity of any director or officer then the person from whom the registered agent last received instructions concerning the company, specifying the wish of the registered agent to resign as registered agent;
  • if, at the time of the expiry of the notice, the company has not notified the Registrar or the registered agent of any change in the name or address of its registered agent, the registered agent shall inform the Registrar in writing that the company has not changed its registered agent whereupon the Registrar shall publish a notice in the Gazette that the name of the company will be struck off the Register, unless the company, within thirty days from the date of the publication of the notice in the Gazette, notifies the Registrar of the change in the name or address of its registered agent; and
  • if a company fails within thirty days from the date of the publication of the notice to notify the Registrar of the change in the name or address of its registered agent, the Registrar shall strike the name of the company off the Register and shall publish in the Gazette a notice that the name of the company has been struck off the Register.

Seal

A company shall have a common seal and an imprint thereof shall be kept at the registered office of the company.

Redomicile

The redomiciliation of companies to or from the Bahamas is permitted.

A company incorporated under the laws of a jurisdiction outside The Bahamas may continue as a company incorporated under IBC Act as follows —

  • articles of continuation, written in the English language or if written in a language other than the English language, accompanied by a certified translation into the English language, shall be approved by a majority of the directors or the other persons who are charged with exercising the powers of the company;
  • the articles of continuation shall contain — (i) the name of the company and the name under which it is being continued; (ii) the jurisdiction under which it is incorporated; (iii) the date on which it was incorporated; (iv) the information required to be included in a Memorandum under section 13(1); and (v) the amendments to its Memorandum and Articles, or their equivalent, that are to be effective upon the registration of the articles of continuation;
  • the articles of continuation, accompanied by a copy of the Memorandum and Articles of the company, or their equivalent, written in the English language or if written in a language other than the English language, accompanied by a certified translation into the English language and in the case of a foreign company, evidence satisfactory to the Registrar that the company is in good standing, shall be submitted to the Registrar who shall retain and register them in the register; and
  • upon the registration of the articles of continuation, the Registrar shall issue a certificate of continuation under his hand and seal certifying that the company is incorporated under this Act.

Subject to any limitations in its Memorandum or Articles <u>a company incorporated under IBC Act may, by a resolution of directors or by a resolution of members, continue as a company incorporated under the laws of a jurisdiction outside The Bahamas</u> in the manner provided under those laws.

A company incorporated under IBC Act that continues as a company incorporated under the laws of a jurisdiction outside The Bahamas, does not cease to be a company incorporated under IBC Act unless the laws of the jurisdiction outside The Bahamas permit the continuation and the company has complied with those laws.

Company Structure

Directors

An IBC shall be managed by at least one director who may be an individual or a company. Directors need not be resident in the Bahamas and there is no stipulation as to their nationality.

A company shall keep a register to be known as a register of directors and officers containing —

  • the names and addresses of the persons who are directors and officers of the company;
  • the date on which each person whose name is entered in the register was appointed as a director or officer of the company; and
  • the date on which each person as a director or officer ceased to be a director or officer of the company.

The register of directors and officers may be in such form as the directors approve, but if it is in magnetic, electronic or other data storage form, the company must be able to produce legible evidence of its contents.

The register of directors and officers, commencing from the date of the registration of the company, shall be kept at the registered office of the company.

A copy of the register of directors and officers shall be filed with the Registrar and shall be open to inspection by members of the public during official hours. The register of a company shall be filed with the Registrar within twelve months after the appointment of the directors and officers of that company. Where the register has not been filed within this period the company may be struck off the Register.

Directors meetings need not be held in the Bahamas and can be held by telephone.

Secretary

There is no statutory requirement for a secretary in the Bahamas.

Shareholders

The minimum requirement for a Bahamian IBC is one shareholder. Shareholders may be either a natural person or a corporate entity. Shareholders may be of any nationality and reside in any country. Nominee Shareholders are allowed.

A Bahamian IBC does not need to hold an Annual General Meeting of its shareholders. Shareholders and directors meetings need not be held in the Bahamas and can be held by telephone.

Shareholders’ details are not available to public.

Beneficiary

Until 2001, there was no need to register details of beneficial owners, directors or officers, but under the International Businesses Companies Act 2001 which came into force at the start of 2001 IBCs are required to submit their identities, addresses and names of directors and owners to the Registrar General's Department. However, beneficiary's detailes are disclosed only to registered agent.

Share Capital and Shares

There is no minimum capital requirement.

Shares must be registered and may be issued in any currency.

Bearer shares are no longer permitted.

Shares can be issued at a par or a non-par value.

Standard amount of capital is 50000 US dollars.

Frequently Asked Questions about Company Registration in the Bahamas

How much does it cost to register a company in the Bahamas?
The fee of opening a company in the Bahamas depends on the type of company to be registered and the type of activity you will be engaged in. The minimum package of services costs USD 2600 and includes: registration of the company on a turnkey basis, lease of the registered office for a year and secretarial services, payment of all necessary duties and fees, as well as apostilled translation of the constituent documents.
Why do companies register in Bahamas?
An advantages why companies register in the Bahamas, is: 1) The Bahamas does not impose corporate income tax, capital gains tax, or withholding tax on companies registered in the country, making it an attractive destination for businesses seeking to reduce their tax liabilities. 2) The Bahamas has a stable and predictable business environment with a low level of regulation and bureaucracy, making it easier for companies to start and run their businesses. 3) The Bahamas is located in the Atlantic Ocean, near major shipping lanes and close to several major financial centers, making it a convenient location for businesses that need to trade or access capital and financial services. 4) The Bahamas has strong privacy and confidentiality laws, making it an attractive destination for companies that need to protect their financial information and business operations from public scrutiny. 5) The Bahamas is a well-respected and reputable jurisdiction with a long history of financial and commercial activity, making it a preferred destination for many companies looking to establish their presence in the region.
Can a foreigner start a business in the Bahamas?
Yes, a foreigner can start a business in the Bahamas. The country welcomes foreign investment and provides various options for company formation and registration, including International Business Companies (IBCs) and Limited Liability Companies (LLCs). However, specific requirements and procedures must be followed, such as obtaining necessary permits and licenses, registering the company with the Registrar of Companies, and fulfilling other legal obligations.
Is Bahamas an offshore?
Yes, the Bahamas is considered an offshore financial center. It offers various tax benefits and financial services to foreign companies and individuals, including offshore banking and international business incorporation. However, it has also implemented stricter regulations and increased transparency in recent years to align with international standards and combat money laundering and other illicit financial activities.
Can a foreigner open a bank account in Bahamas?
Yes, a foreigner can open a bank account in the Bahamas, but they may be required to provide certain documentation and information, including proof of identity, proof of residency, and proof of the source of funds. Some banks may also require a minimum deposit or a minimum balance to be maintained. The specific requirements and procedures for opening a bank account in the Bahamas may vary among banks and may be subject to change.

Core Services and fees for the formation of a company in the Bahama Islands

— Incorporation

Price5 400 USD

including incorporation tax, state registry fee, NOT including Compliance fee

— Annual government fees

Priceincluded

Stamp Duty and Companies Registry incorporation fee

— Corporate legal services

Price1 725 USD

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price250 USD

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Pricefrom 750 USD

Basic set of documents for setup of a company in the Bahamas

Certificate of Incorporation

Memorandum and Articles of Association

Register of Shareholders

Register of Directors

Minutes of the first Meeting of Directors

Apostilled Appointment of the first Director

Share Certificates

Page with Apostille

Compare Jurisdictions

    Nominee Director

    Price640 USD

    Paid-up “nominee director” set includes the following documents

    Resolution effecting the issuing of Power of Attorney

    Consent Letter

    Director Resignation Letter

    Nominee Director’s Declaration

    Resolution effecting the change of Director

    Nominee Shareholder

    Price480 USD

    Paid-up “nominee shareholder” set includes the following documents

    Deed of Trust

    Instrument of Transfer

    Issuance of one apostilled Power of attorney

    Pricefrom 710 USD

    Apostilled Power of Attorney

    Compliance fee in the Bahamas

    Compliance fee is 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 director / shareholder / BO (except the change to a nominee director / shareholder), signing of documents

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price150 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price200 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

    Signing of documents

    Price100 USD

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