International Business Companies
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What is an International Business
Corporation (IBC)?
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An IBC is a corporation created
and designed for the main purpose of providing a vehicle to natural persons
or a group of persons to utilise for anything they wish to do, such as:
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Investment vehicle to handle
investments offshore
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Transact foreign exchange business
without Exchange Control restrictions.
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Guarantee a liability or obligation
of any person and to secure any of its obligations by mortgage, pledge,
or other liability of any of its assets.
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Protect the assets of the company
for the benefit of the company, its creditors, its members, and of any
person with a direct or indirect interest in the company.
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Carry on a Board of Directors
meetings anywhere or by means of electronic telecommunications.
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Purchase, redeem or otherwise
acquire and hold its own shares.
An IBC can not:
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Carry on business with people
residing in The Bahamas
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Own an interest in real property
situated in The Bahamas or lease property for use other than as an office.
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Carry on banking, trust, or
insurance business
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Provide a registered office
for companies
Are IBCs exempt from tax?
-
Definitely, yes. In 1984 the
Bahamian government introduced a business license tax which was reduced
to One Hundred Dollars ($100.00), for companies classified as non-residents
under exchange control regulations. However, IBC’s and Limited Duration
Companies do not require a business license and, therefore, are exempt
from this tax. The Bahamas does not have any tax treaties with the US government
avoiding double taxation, because this country does not have any direct
imposition of tax. The government obtains revenues through custom duties
and imports specifically.
The Bahamas is considered the
world’s most famous TAX HAVEN.
What are some of the benefits
the shareholders obtain from an IBC?
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Shareholders are exempt from:
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All income taxes,
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Capital gains tax and
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Corporate taxes.
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Further, there is also an exemption
from inheritance, succession and gift tax, stamp duties in reference to
transfers, and foreign exchange control regulations.
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An IBC can:
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Issue options, warrants, rights,
or similar instruments.
-
Issue convertible securities.
INCORPORATION OF
AN IBC
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How long does it take to confirm
a corporate name?
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The name of an IBC corporation
can be approved immediately, if available, upon written request to the
Registry.
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How long can corporate names
be reserved in the Registry?
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Corporate names can be reserved
for a period of 42 days and can be renewed upon payment of a small fee
to the Registry.
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The corporate name of a Bahamian
IBC must include:
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Any of the following words or
abbreviations must be part of the name of a Bahamian IBC:
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Limited
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Corporation
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Incorporated
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Societé Anominé
or,
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Sociedad Anónima.
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The corporate name of a Bahamian
IBC may not include:
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Any of the following words or
abbreviations cannot be included:
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Trust
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Bank
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Insurance or Reinsurance
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How long does it take to
register a Corporation?
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The register of a corporation
is completed within 24 hours, beginning the moment the Memorandum and Articles
of Association are submitted to the Registrar, until its completion. However,
this will depend on the volume of work pending at the Registry once the
petition is submitted.
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What resolutions or amendments
shall be filed in the Registry office?
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A copy of all resolutions amending
the Memorandum and/or Articles of Association shall be filed in the Registry,
and the Registrar shall retain and file said copies. This includes changes
to the types of shares that may be issued, increases in the authorised
capital, etc.
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Can banks, insurance, reinsurance
or trust companies be organised under an IBC?
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No, an IBC can not carry on
the business of insurance, reinsurance, banking or trust companies. These
types of business are regulated and registered licenses must be obtained.
CAPITAL AND MEMBERS
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What is the minimum authorised
capital for an IBC?
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The minimum authorised capital
for an IBC is Five Thousand Dollars ($5,000.00). A share is considered
to be fully paid, when it issued. Shares can be paid for with money; services;
personal property; notes; or other binding obligations that represent money
or properties.
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What type of shares can be
issued by an IBC?
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An IBC can issue: registered,
bearer, voting and non-voting, un-numbered, common, preferred, or redeemable
shares, including non par value shares, subject to any limitations indicated
in the Memorandum or in the Articles of Association of the corporation.
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Additionally, any issued shares
can have the following characteristics:
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More or less voting privileges
per share;
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Vote only on certain matters
or only upon certain events;
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Vote only when shareholders’
meeting is held by people
(a) Who meet specific requirements
or
(b) Who have authorised participation
in certain assets.
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It is further possible for an
IBC to:
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Issue options, warrants, rights,
or similar instruments.
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Issue convertible securities.
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Can any of the shares be
issued on behalf of local residents?
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No, shares can not be issued
on behalf of local residents. They may be issued to foreign persons only,
although bearer shares can also be issued.
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Is confidentiality of the
Shareholders available in the Bahamas?
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Information regarding shareholders
is confidential. The shareholder register need not be registered with the
Registrar of the Bahamas. Therefore, the identity of a shareholder is not
a matter of public domain, except when the Shares Register Book is filed
at the Registry, or by the request of the Court. A copy of the Share Register
Book shall be kept at the Registered Office of the company, indicating
the name and address of the shareholders. (In the event of issued bearer
of shares the identification number of the share certificate, number of
each class or series of issued shares and the issuance date).
DIRECTORS AND OFFICERS
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What is the minimum number of
Directors and Officers an IBC can have?
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The Board of Directors can consist
of one or more natural or legal persons. There is no minimum number of
officers, unless otherwise indicated in the Memorandum or Articles of Association.
A Company should appoint both a Secretary and a President. A single director
should not occupy both offices. (There should be different persons appointed
for the Board of Directors always, it can not be the same person.)
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How are the Directors and
Officers appointed?
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The subscribers of the Memorandum
and Articles of Association appoint the first directors of the company.
After that, the shareholders or the existing directors appoint directors
for such term as determined by the shareholders or the directors. If not,
unfilled positions can be filled by a resolution of the shareholders or
of the remaining directors. The directors generally elect the officers.
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What qualifying factors should
the Directors and Officers of an IBC corporation submit?
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There are no specific qualifications
needed to be a director or officer, except for the age of majority. Corporate
directors are allowed, and there are no restrictions on Shareholders being
directors of the corporation.
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What information can be revealed
about the Directors and Officers?
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None. The information regarding
the directors and officers shall not be revealed, since this information
is confidential and is not a matter of public knowledge. It doesn’t need
to be filed in the Public Registry. However, it is required that the names
and general information of Officers and Directors Book be kept in the Registered
Office of the Company.
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Can the directors or officers
bind the company?
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Yes, however such powers are
subject to any limitations in the Memorandum or Articles of Association.
A resolution approved by the directors and/or officers can bind the company.
MEETINGS
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Is it necessary to hold annual
meetings of Shareholders and/or Director?
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It is not required to have an
annual meeting of the Shareholders or Directors. However, upon written
request of the shareholder who owns more than 50% of the shares of the
company, the director can request a meeting of the Shareholders. Less than
50% shareholding may be sufficient to call a Shareholders’ Meeting, where
the Memorandum and Articles of Association so specify.
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Where can these meetings
be held?
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Subject to any limitations in
the Memorandum and Articles of Association, the meetings of the shareholders
and of the directors can be held in such moments, in such manner and places
in or outside the Bahamas, as the directors consider necessary or indispensable.
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What constitutes quorum at
a meeting of the Shareholders or of the Board of Directors?
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The quorum in a meeting of the
Shareholders or of Board of Directors is constituted according to the Memorandum
or Articles of Association of the Company. When it is not specified in
the Memorandum or Articles of Association, a quorum will be duly constituted,
if at the beginning of the meeting there are present, by person or by proxy,
the majority of the voting shares of each class or series.
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Can proxy (substitute) represent
a member/shareholder?
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A proxy can represent an individual
shareholder in a meeting of the shareholders. This person is authorised
to speak and vote on behalf of the member.
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What are the requirements
with respects to Notices given for meetings?
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Subject to the Memorandum or
Articles of Association of further notice, a director shall be given no
less than two (2) days notice for meetings of the Board of Directors. A
shareholder shall be given no less than seven (7) days of notice for a
Shareholder’s meeting. However, the presence of all the Directors or Shareholders
to a meeting constitutes a waiver of notice.
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Can resolutions of the Directors
and/or Shareholders be adopted by consent?
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Subject to any limitations in
the Memorandum or Articles of Association, a director can consent in writing,
or by telex, facsimile, cable or any other written electronic vehicle,
to any resolution that could otherwise be adopted by the directors or a
committee of the directors in a meeting, without the need for notice. The
same applies for the Shareholders’ resolutions or resolutions of a committee
of directors.
BOOKS AND REGISTERS
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Is it necessary to prepare or
file accounts?
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It is not necessary to prepare
or file accounts or financial statements. However, an IBC must keep such
accounts and registers, when the Directors consider appropriate, in order
to reflect the financial status of the Company.
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What books or registers are
requisite for the Company?
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An IBC must keep at all times,
in the Registered Office of the company:
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Minutes of each meeting of:
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Board of Directors,
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Shareholders,
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Director’s committee, and
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Officers and Members.
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Resolutions of meetings of the
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Directors,
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Shareholders,
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Director’s committee, and
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Officers and Members.
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Register of all the Directors
and Officers of the company; Register of Shareholders; and the stamp of
the corporate seal.
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Does the company require
a corporate seal, and where is it kept?
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An IBC shall have a corporate
seal, which can be kept wherever the directors find it convenient, but
a stamp of the corporate seal must always be kept in the Registered Offices
of the Company.
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Must a Company file annual
tax returns?
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No, it is not necessary to file
annual tax returns. The only requisite is to fill out and pay the annual
license fee that expires on July 31st of each year.
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What information about the
Company is available to the public?
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The Registrar keeps all registered
documents. However, only the Memorandum and Articles of Association of
the Company and amendments are available for public scrutiny.
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What resolutions or amendments
shall be filed in the Registry office?
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A copy of all resolutions amending
the Memorandum and/or Articles of Association needs to be filed in the
Registry. The Registrar shall retain and file said copies.
RE-DOMICILIATION
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What is re-domiciliation?
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Re-domiciliation is where a
Company changes its jurisdiction of domicile. This involves transferring
a corporation without dissolving nor liquidating it, to another jurisdiction,
being protected under its laws, without extinguishing the obligations and
rights obtained and subject to the old jurisdiction. It operates bilaterally
between both jurisdictions, in that the jurisdiction being left cannot
have laws which automatically terminate the existence of the corporation
upon a change of domicile, and the new domicile must have legislation which
allows a corporation to continue from another jurisdiction. Generally,
such legislation exists only in tax havens.
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Is the re-domicile contemplated
in the Act?
Yes, a company incorporated
under the laws of another jurisdiction can continue as a Bahamian IBC,
pending compliance with all the requirements of the International Business
Companies Act. International law applies before the laws of its jurisdiction.
Provisional re-domicile is also allowed, which means temporary transfer
of jurisdiction.
BAHAMAS
Statutory Fees
& Services Charges for IBCs
|
Item
|
Authorised Capital
|
Government Fee
|
Fees
|
| Incorporation |
Up to $5,000
Up to $50,000
Over $50,000
|
$100 |
|
| Continuation |
Up to $50,000
(foreign cos.)
Up to $50,000
(Co. Acts)
Over $50,000
(foreign cos.)
|
$100
$250-$350
$1,000 |
|
| Annual
License Fee |
Up to $5,000
Up to $50,000
No capital
or par value
Over $50,000
|
$100
$300-$350
$350
$1,000 |
|
| Merger/Consolidation |
Over $50,000
|
$700 |
|
| Arrangements |
Over $50,000
|
$700 |
|
| Articles
of Merger or Cons. |
Registration
|
$500 |
|
| Articles
of Memorandum |
Amendment
|
$50 |
|
| Articles
of Dissolution |
Registration
|
$100 |
|
| Resolution
of Rescinding Articles of Diss. |
Registration
|
$100 |
|
| Incorp./Merger/Consol./
Documents |
Copies of Extract
|
$15 |
|
| Documents |
Inspection
|
$10 |
|
| Company
Name |
Restoration
|
$300-$600 |
|
| Each
Entry |
Inspection
|
$10 |
|
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