Asset Protection Library
 

Disclaimer
The Bahamas
International Business Companies 
  • What is an International Business Corporation (IBC)?
    1. 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: 
      • Investment vehicle to handle investments offshore
      • Transact foreign exchange business without Exchange Control restrictions.
      • 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.
      • 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.
      • Carry on a Board of Directors meetings anywhere or by means of electronic telecommunications.
      • Purchase, redeem or otherwise acquire and hold its own shares.
  • An IBC can not:
      • Carry on business with people residing in The Bahamas
      • Own an interest in real property situated in The Bahamas or lease property for use other than as an office.
      • Carry on banking, trust, or insurance business
      • Provide a registered office for companies
  • Are IBCs exempt from tax?
    1. 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?
    1. Shareholders are exempt from: 
      • All income taxes,
      • Capital gains tax and
      • Corporate taxes. 
    2. Further, there is also an exemption from inheritance, succession and gift tax, stamp duties in reference to transfers, and foreign exchange control regulations. 
    3. An IBC can: 
      • Issue options, warrants, rights, or similar instruments.
      • Issue convertible securities.
      INCORPORATION OF AN IBC
       
      • How long does it take to confirm a corporate name?
        1. The name of an IBC corporation can be approved immediately, if available, upon written request to the Registry.
      • How long can corporate names be reserved in the Registry?
        1. Corporate names can be reserved for a period of 42 days and can be renewed upon payment of a small fee to the Registry.
      • The corporate name of a Bahamian IBC must include: 
        1. Any of the following words or abbreviations must be part of the name of a Bahamian IBC: 
          • Limited
          • Corporation
          • Incorporated
          • Societé Anominé or,
          • Sociedad Anónima.
    4. The corporate name of a Bahamian IBC may not include: 
      1. Any of the following words or abbreviations cannot be included: 
        • Trust
        • Bank
        • Insurance or Reinsurance
      2. How long does it take to register a Corporation?
        1. 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.
      3. What resolutions or amendments shall be filed in the Registry office?
        1. 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. 
      4. Can banks, insurance, reinsurance or trust companies be organised under an IBC?
        1. 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
      5. What is the minimum authorised capital for an IBC?
        1. 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.
      6. What type of shares can be issued by an IBC?
        1. 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. 
        2. Additionally, any issued shares can have the following characteristics: 
          • More or less voting privileges per share;
          • Vote only on certain matters or only upon certain events; 
          • Vote only when shareholders’ meeting is held by people 
          (a) Who meet specific requirements or   

          (b) Who have authorised participation in certain assets.

      7. It is further possible for an IBC to: 
        1. Issue options, warrants, rights, or similar instruments.
        2. Issue convertible securities.
        3. Can any of the shares be issued on behalf of local residents?
          1. 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.
        4. Is confidentiality of the Shareholders available in the Bahamas?
          1. 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
           
        5. What is the minimum number of Directors and Officers an IBC can have?
          1. 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.)
        6. How are the Directors and Officers appointed?
          1. 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.
        7. What qualifying factors should the Directors and Officers of an IBC corporation submit? 
          1. 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. 
        8. What information can be revealed about the Directors and Officers?
          1. 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.
        9. Can the directors or officers bind the company?
          1. 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
        10. Is it necessary to hold annual meetings of Shareholders and/or Director? 
          1. 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.
        11. Where can these meetings be held?
          1. 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.
        12. What constitutes quorum at a meeting of the Shareholders or of the Board of Directors? 
          1. 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. 
        13. Can proxy (substitute) represent a member/shareholder?
          1. 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. 
        14. What are the requirements with respects to Notices given for meetings?
          1. 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.
        15. Can resolutions of the Directors and/or Shareholders be adopted by consent?
          1. 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
           
        16. Is it necessary to prepare or file accounts?
          1. 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.
        17. What books or registers are requisite for the Company?
          1. An IBC must keep at all times, in the Registered Office of the company: 
          2. Minutes of each meeting of:
            1. Board of Directors,
            2. Shareholders, 
            3. Director’s committee, and
            4. Officers and Members. 
          3. Resolutions of meetings of the
            1. Directors, 
            2. Shareholders, 
            3. Director’s committee, and
            4. Officers and Members. 
          4. Register of all the Directors and Officers of the company; Register of Shareholders; and the stamp of the corporate seal.
        18. Does the company require a corporate seal, and where is it kept?
          1. 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.
        19. Must a Company file annual tax returns?
          1. 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.
        20. What information about the Company is available to the public?
          1. The Registrar keeps all registered documents. However, only the Memorandum and Articles of Association of the Company and amendments are available for public scrutiny.
        21. What resolutions or amendments shall be filed in the Registry office?
          1. 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
        22. What is re-domiciliation?
          1. 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. 
        23. Is the re-domicile contemplated in the Act?
          1. 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  
     
     For Information on how to utilize The Bahamas in your investment program Click Here 
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    Disclaimer: This information is designed to provide accurate and authoritative information in regard to the subject matter covered.
    It is posted with the understanding that the publisher is not engaged in rendering legal, accounting, or other professional services.
    If legal advice or other expert assistance is required, the services of a competent professional person should be sought.