Company formation in Bahamas
Companies in the Bahamas are subject to the provisions of the International Business Companies Act 1990. The proximity of the United States makes establishing companies in the Bahamas very popular among Americans and others who want to open limited companies.
One of the reasons for popularity of jurisdiction as an offshore company are strict privacy laws that help preserve the confidentiality and privacy of information about companies in the Bahamas.
Bahamas IBC is a company that can be used to operate outside the Bahamas like investing in real estate in Poland or to have a foreign investment bank account.
Benefits of having an IBC in the Bahamas:
- the Law on IBC companies protects the privacy of its companies and their shareholders, this law prohibits the disclosure of information about companies from the Bahamas to other countries;
- another advantage for foreigners is exemption from tax for both the company and its shareholders for twenty years after the company was founded;
- companies need only one shareholder and one director;
- companies are not obliged to submit annual reports to the company register;
- annual general meetings can take place anywhere in the world;
- a new company can easily open a company bank account in the Bahamas.
Company may be considered an "offshore" in the Bahamas, provided that certain requirements are met:
- the company does not trade with people living in the Bahamas;
- is not the owner or tenant of real estate located in the Bahamas (unless he rents office space);
- does not banking activity;
- does not insurance activity;
- not an activity consisting of: providing a registered seat for companies.
Bahamas IBC may be registered for any activity provided that it is not prohibited by law or any other applicable law in the Bahamas. IBC has the full capacity to perform all activities in order to carry out its activities, subject to specific restrictions that may be imposed in the statute.
IBC may issue a variety of shares, including convertible shares, shares with voting rights and non-voting shares, shares with a value less than one vote per share, shares with no face value, bearer shares, ordinary shares, preference shares. Bahamas IBC company may also acquire and redeem its own shares.
IBC Companies Act contains several regulations that allow directors to protect IBC assets, including the right to transfer IBC assets to a trust, to one or more trusts within or outside the Bahamas.
IBC may change the content of the statute, increase or decrease the share capital by way of a resolution of the Management Board. These resolutions shall be effective upon the written notification of the companies' registry and upon payment of an appropriate fee.
Bahamas IBC must specify in the statute whether share certificates are to be issued. In the case of issuing share certificates, they must be signed by two directors or officers of the company, as well as the company's seal.
IBC must keep one or more stock records that must be kept at the company's headquarters. In particular, in the case of issuing bearer shares, the share register must contain:
- the certificate identification number,
- number of shares issued,
- the date of issue of the certificate.
Companies from Bahamas are required to choose a unique company name that is not similar to any other registered in the Bahamas. At the end of the company name, one of the following words should be added: "Incorporated", "Corporation" or "Societe Anonyme" or the corresponding abbreviation "Inc.", "Corp." or "S.A.".
Company name can be selected and reserved for up to three months.
Companies in Bahamas must have a registered local agent and the address of the local office.
The company must have at least one shareholder. A shareholder may be a natural person or a legal person. The company must have at least one director. Directors may be natural or legal persons.
The number of directors must be set in articles of association or statute. Directors have all the rights of the company that are not reserved for shareholders or are reserved in articles of association and statute.
Meetings of directors may take place in the Bahamas or elsewhere, and may also take place over the phone.
The Companies Act contains regarding the liquidation and dissolution of companies registered under the Act. The various procedures to be applied are defined in the Act together with the powers and duties of the liquidators and directors. In any case of liquidation, reference should be made to the specific provisions.