Offshore Companies: Bahamas
BACKGROUND | COMPANY FORMATION | SHARES, TAXATION AND OTHER MATTERS
MANAGEMENT STRUCTURE | CORPORATE HIGHLIGHTS

BACKGROUND
The Bahamas extends in a 1,225 km arc from 78 km east of Palm Beach, Florida, to just north of Haiti. The Bahamas consists of an archipelago of nearly 700 islands and 2,000 cays scattered over 250,000 sq km of the brilliant blue waters of the Atlantic Ocean. New Providence Island, site of the capital city of Nassau, has an area of 215 sq km. The second largest city, Freeport, is on Grand Bahamas Island, which has an area of 1,370 sq km. It is less than 60 km from Miami. The three largest islands in the chain are Andros, 6,000 sq km; Abaco, 1,685 sq km and Inaguas, 1,554 sq km.

POPULATION
The population of the Bahamas is approximately 340,000 the majority of which live on the Island of New Providence and Grand Bahama Island. Many of the Islands are uninhabited due to the lack of fresh water.

POLITICAL STRUCTURE

The Bahamas was initially settled in around 1640 by the Eleutherian Adventurers, a group of Englishmen who sailed from Bermuda. The Bahamas has had a representative form of Government since the 17th century. In July 1973, the Bahamas achieved its goal of becoming an independent country within the British Commonwealth. A Governor General appointed by the British Government is responsible for defence, external affairs and internal security.

However, the real head of the Government is an elected Prime Minister who consults with a Cabinet of sixteen, twelve Cabinet Ministers and four Ministers of State chosen from the Legislature. There are four political parties, the dominant Progressive Liberal Party, Free National Movement Party, and Labour Party. The bicameral legislature has a 49 member House of Assembly and a 16 member Senate.

INFRASTRUCTURE AND ECONOMY

The Bahamas has excellent communications. Twelve airlines including Bahamas Air (the national carrier), Air Canada, Delta Airlines and US Air fly to the Bahamas. They offer daily flight schedules to New York and Miami, weekly flights to Toronto also charter flights between European cities and Nassau. Miami is only 30 minutes away by jet aircraft and New York is less than three hours away. British Airways has regular flights from the United Kingdom to the Bahamas via Miami. In addition to Nassau International on New Providence, an airport with a runway for jets serves Freeport, the Nation’s second city and there are 41 other commercial airports and landing strips.

Excellent overseas telephone service includes direct dialing. A new telex system has been installed and cable transmission has been improved by an underground cable line extending to West Palm Beach, Florida. There are also excellent postal and courier services.

LANGUAGE
The official and spoken language is English.

CURRENCY
Bahamas Dollar is on a par with the US Dollar.

EXCHANGE CONTROL
Residents are subject to Exchange Control, but International Business Companies are exempted.

TYPE OF LAW
Statute Law and Common Law based on English Common Law.

PRINCIPAL CORPORATE LEGISLATION

International Business Companies Act 1989 (No. 2 of 1990) as amended.

COMPANY FORMATION

TYPE OF COMPANY FOR HOLDINGS, INTERNATIONAL HOLDING, TRADE AND INVESTMENT
International Business Company (IBC).

PROCEDURE TO INCORPORATE
Registered Agent prepares the Memorandum of Association, which after being signed by the two subscribers is delivered to the Registry. The Articles of Association can either be filed at the same time as the Memorandum of Association or within 30 days from the date of incorporation.

RESTRICTIONS ON TRADING
Cannot trade within the Bahamas or own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, trust management, trusteeship, the rendering of investment advice or any other activity that would suggest an association with the banking or insurance industries. Cannot sell its own shares or solicit funds from the Public.

POWERS OF COMPANY
An International Business Company has all the powers of a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS
The legislation and corporate documentation are in English.

REGISTERED OFFICE REQUIRED
Yes, must be maintained in the Bahamas at the address of a licensed management company or law firm.

SHELF COMPANIES AVAILABLE
Yes.

TIME TO INCORPORATE
Two days, but a further five working days is required by the Registrar for the production and release of the Certificate of Incorporation and certified copy of the Memorandum and Articles of Association.

NAME RESTRICTIONS
Any name that has already been incorporated, or a name that is so similar as to cause confusion. Names such as royal or imperial. Any name which, in the opinion of the Registrar, is considered undesirable, obscene or offensive, or any name, which suggests the patronage of the Bahamas Government.

LANGUAGE OF NAME
The name can be in any language using the Latin alphabet. The Registrar may require an English translation to ensure that the proposed name is not on the list of restricted names.

NAMES REQUIRING CONSENT OR A LICENCE
The word "Limited" may be used in a Company’s name. However, use of the following words is restricted: "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal", "Royal", "Trust", or any word conveying a similar meaning. Titles such as "Limited", "Incorporated", "Societe Anonyme", or "Sociedad Anonima" or its abbreviations may be used.

SUFFIXES TO DENOTE LIMITED LIABILITY
Limited, Corporation, Incorporated, Sociètè Anonyme, Sociedad Anonima, Gesellschaft mit beshränkter Haftung or the relevant abbreviations.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES
No.

SHELF COMPANIES
We have a number of existing companies (both aged and contemporary) for sale. These companies are "clean", that is to say, they have never traded nor engaged in any transaction whatsoever.

SHARES, TAXATION AND OTHER MATTERSS

AUTHORIZED AND ISSUED SHARE CAPITAL
The normal authorized share capital is US$ 50,000; divided in to 50,000 shares of US$1.00 each, this being the maximum capital for the minimum duty payable at the time of incorporation and the maximum authorized share capital for the minimum license fee payable annually. The share capital may be expressed in any currency. The minimum issued capital is either two shares of no par value or two shares of par value.

CLASSES OF SHARES PERMITTED
Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights.

BEARER SHARES PERMITTED
Yes.

TAXATION
The Bahamas is a pure tax haven and has no direct taxation in the form of income tax, capital gains tax, gift tax or inheritance tax.

DOUBLE TAXATION AGREEMENTS
The Bahamas is not a party to any double tax treaties.

LICENCE FEES
Companies with an authorized share capital, with a par value, up to US$ 50,000 pay the sum of US$ 250 per year.

Companies with share capitals more than US$ 50,001 pay the sum of US$ 1,000 per year.

FINANCIAL STATEMENT REQUIREMENTS
Whilst there is no requirement to file audited accounts with the authorities, a company is required to keep financial records which reflect the financial position of a company

MANAGEMENT STRUCTURE

CLASSES OF SHARES PERMITTED
Non-voting shares, common shares, preferred shares, bearer shares and registered shares.

BEARER SHARES PERMITTED
Yes.

TAXATION
A Panama Corporation does not pay any tax on its world-wide profits.

DOUBLE TAXATION AGREEMENTS
None.

LICENCE FEES
Annual Tax of US$ 150 is payable.

FINANCIAL STATEMENT REQUIREMENTS
No requirement if income is of non-Panamanian sources.

MANAGEMENT STRUCTURE

DIRECTORS
The minimum number of directors is one. The directors may be natural persons or bodies corporate. They may be of any nationality and need not be resident in the Bahamas. Directors’ meeting may be held anywhere in the world.

COMPANY SECRETARY
The Act makes no specific reference to a company secretary, but one is normally appointed to facilitate signing obligations.

SHAREHOLDERS
Minimum number of shareholders: two subscribers, but the shares can be transferred to a single person.

SHAREHOLDERS MEETING
Shareholders’ meeting may be held in any part of the world. The quorum will depend on what is set forth in the Articles of Association. REGISTERED

AGENT/REGISTERED OFFICE
The IBC Act requires that every IBC have a Registered Office and Registered Agent, qualified to act as such, in The Bahamas.

COMPANY SEAL
The Company Seal is mandatory

CORPORATE HIGHLIGHTS

<< RETURN TO OFFSHORE COMPANIES