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Economy Package |
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 £ 1250.00 | Renewal fees from £400.00 | | |
 The Economy International Business Company package includes:
 The registration of your Bahamas International Business Company within 5 to 8 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of your own candidates to the roles of director and shareholder
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the Bahamas)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
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Premier Package |
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| £ 1450.00 | Renewal fees from £600.00 | | |
The Premier International Business Company package includes:
The registration of your Bahamas International Business Company within 5 to 8 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of your own candidate(s) to the role of shareholder
The appointment of a nominee director
The first year's fees for a nominee director
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the Bahamas)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee agreement which provides for the indemnification of the nominee director
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Deluxe Package |
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| £ 1560.00 | Renewal fees from £820.00 | | |
The Deluxe International Business Company package includes:
The registration of your Bahamas International Business Company within 5 to 8 working days
Company name availability, confirmation, and reservation
The payment of initiation fees
The payment of the first year's registration fees
The appointment of a nominee director
The first year's fees for a nominee director
The appointment of a nominee shareholder
The first year's fees for a nominee shareholder
The registration of your US$50,000 authorized share capital divided into 50,000 shares valued at US$1.00 each (a minimum of one share must be issued)
The preparation and submission of the Memorandum and Articles of Association of your company
A local registered office address and a local registered agent (both of which are statutory requirements in the Bahamas)
The first year's fees for a local registered office address and a local registered agent
The following documents will be sent to you via courier:
The original Certificate of Incorporation
A bound copy of the Memorandum and Articles of Association of your company
The Minutes of the First Meeting of the Board of Directors
A completed Register of Directors and Shareholders
Share Certificates
A pre-signed, undated letter of resignation from the nominee director
A general power of attorney signed by the nominee director
An indemnity letter for the power of attorney
A nominee agreement which provides for the indemnification of the nominee director and nominee shareholder
A declaration of trust from the nominee shareholder
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| Incorporate in Bahamas: Legal Requirements | | |
An International Business Company in the Bahamas cannot trade within the Bahamas or own real estate in the jurisdiction of the Bahamas
The company is required to have a registered office address in the Bahamas
The company is required to have a registered agent in the Bahamas
At minimum, one director must be appointed
There is no maximum number of directors
A director can be of any nationality
Directors can be corporate bodies or private individuals
At minimum, two shareholders must be appointed
Company officers may be resident outside of the Bahamas
The names and addresses of directors and shareholders are not available on the public record
The same person may be both a shareholder and a director
There is no requirement for appointing a resident shareholder or director
There is no requirement for a resident secretary
The minimum paid in and issued capital may be one share which is fully paid
Shares can be issued with or without par value
Shares may be issued in any recognizable currency or in more than one recognizable currency
An International Business Company's records and accounts do not have to be held nor filed with the authorities
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(click here for other packages)
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| 1. An IBC cannot trade within Bahamas or own real estate there. Company subscribers may be resident outside the Bahamas.
2. An IBC is TAX EXEMPT on all income earned worldwide.
3. The company is required to have a registered office in Bahamas. You must appoint a minimum of 1 director. There is no maximum number of directors.
4. Directors can be corporate bodies or private individuals. A director can be of any nationality.
5. There has to be at least two shareholders. The names and address of shareholders are not available to the public.
6. Shareholder and director may be the same person. There is no requirement for appointing local shareholder and director.
7. There is no requirement for a resident secretary. There is no paid-in capital requirement.
8. The minimum paid in and issued capital may be one share which is fully paid. Shares can be issued with or without par value.
9. Shares may be issued in any recognizable currency or in more than one recognizable currency.
10. IBC records and accounts do not have to be held or filed with the authorities.
 +44 (0) 207.060.0382
+44 (0) 800.081.1510
 info@uk-ltd-formation.co.uk |
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- DEAR VISITORS, Welcome to Coddan online Bahamas International Business Companies formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of the Bahamas jurisdiction and the powers granted to IBCs. We will guide you through the process of registering your company and establishing your registered identity. Complete and submit application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within five business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of the Bahamas company formation packages, offered by our company and to find above, what kind of service is included in this or that Bahamas incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar , nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-ltd-formation.co.uk) are in Great British pounds.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors.
 Bahamas Executive Summary
The Bahamas Are An Independent Nation State. The Bahamas became independent from the UK in 1973, although the Queen remains Head of State. Beginning 50 miles off Florida, in the Caribbean, the Bahamas has 700 islands and a population of 285,000. The official language is English. The capital is Nassau, there are a number of international airports with good connections, and there are excellent port facilities. The climate is sub-tropical. The Westminster-style government is business-friendly. Elections in 2002 saw a major political upset when the Progressive Liberal Party led by Perry Gladstone Christie ousted the incumbent Free National Movement after a 10-year reign, winning 28 seats out of 40 in the House of Assembly.
Economy Based on Financial Services and Tourism. The Bahamas was a trust and tourist jurisdiction very early in the 20th century, but was relatively late in developing as a financial centre. The economy is heavily dependent on tourism (4m visitors a year), but financial services are growing in importance. GDP for 2002 was $4.8bn, and GDP per head is $18,000 at PPP, good for the region but not wonderful. Unemployment is a problem, but has eased recently. The Bahamas are very dependent on imports and have a structural trade deficit; recent years have seen budget deficits, which the government will have to address in the context of regional trade liberalisation.
The Bahamas' Stock Exchange. In May 2000, the Bahamas' new stock exchange (BISX) went live, originally with 2 established brokers; by the end of 2002 there were 18 companies listed on the exchange with a capital of around $1.4 billion. The BISX has an upgraded infrastructure from which remote trading across a secure private WAN and the launch of an international segment can take place. However, the exchange has struggled to develop a secure financial base in the absence of promised privatisations.
The Bahamas' Lowtax Specialisations. Leading sectors are banking (over 400 banks with assets near $1 trillion) and mutual funds ($100bn under management). Trust management is also prominent. The insurance sector has assets of $700m; new captive insurance legislation is planned in 2003. Professional services are excellent. The shipping registry has been very successful for larger vessels.
No income tax in the Bahamas! There is no income tax, capital gains tax, VAT, sales or use tax or wealth tax. Annual government fees are imposed on businesses and there are national insurance, stamp duties and property taxes. Local businesses are controlled by licensing and somewhat protected, although there are good investment incentives in some sectors. Offshore operations take place through International Business Companies or other tax-exempt forms.
International Standing. After the Bahamas was placed on both the FATF and OECD 'blacklists' in 2000, the government extensively revised its legislative structure to bring the country into conformity with tougher international standards, and the Bahamas was removed from both lists as a result.
A Tax Information Exchange Agreement was signed with the US in 2002, and the new Bahamian government in 2002 emphasized its determination to maintain the Bahamas as a fully compliant international financial centre. Some dissatisfaction with the new legislation on the part of the financial sector is being dealt with through adjustment of the regulatory regime.
Immigration Controlled by Residence and Work Permits. With an unemployment problem, the Government controls access to Bahamian jobs with a system of work permits. Access to housing has been recently relaxed for foreigners, who are now encouraged to buy or build 'second homes'.
- Bahamas Offshore Business Sectors
Although the Bahamas was one of the first offshore jurisdictions to offer trust services, its growth as a significant offshore financial centre has been relatively recent, with most of the key legislative initiatives dating from the last ten years. The Bahamas' 1989 International Business Company legislation was updated in 1994 and has been very successful, although not on the same scale as the British Virgin Islands. There is a substantial banking sector, second only to the Cayman Islands among offshore jurisdictions. The Government has particularly targeted mutual funds and trust business, and in 1999 set legislation in place covering stock and securities exchanges; a stock exchange was opened in 2000. The captive insurance sector is small, and new legislation is in the pipeline to reanimate it. The Bahamian Government has paid great attention to financial regulation, and especially in response to attacks from the OECD and FATF in 2000 has created a world-standard regulatory structure to avoid money laundering and other criminal activity. The islands also offer a shipping registry.
Following the increased international attention paid to illicit uses of offshore bank accounts, the emphasis in the Bahamas is now shifting to investment management, which generates significant fees for private banks. The new model of private banking includes a variety of structured banking products, which facilitates access to investment products hitherto unavailable to the majority of private banking clients, says the Bahamas Financial Services Board.
- Financial Holding And Investment
More than 80,000 International Business Companies have been formed in the Bahamas, many of them as holding companies for investment or trading activity in other countries. Since there are no corporation or income taxes in the Bahamas, it is a very effective financial base, although like all low- or no-tax financial centres, it is vulnerable to "Controlled Foreign Corporation" legislation if the Bahamian company is majority-owned by a mother company in a high-tax country.
The very rapid recent growth in IBC incorporations has been fed by political instability in Latin and Central America, and more recently the handover of Hong Kong to mainland China. Many of these newer IBCs have been formed as asset protection vehicles, sometimes in association with trusts, either to hold shares or other types of asset. The Bahamas are one of the most popular jurisdictions for these markets, because of the flexible IBC legislation, good secrecy, good reputation, and high-quality professional services. Following pressure from the OECD in 2000, Bahamas passed the the International Businesses Companies Act 2001 under which IBCs are required to submit their identities, addresses and names of directors and owners to the Registrar General's Department. A fall in new IBC registrations in 2001 seemed to fulfil the worst fears of the Government that the legislation might have a bad effect on its offshore sector, and the new government installed in 2002 both extended the dealine for registration and promised a review of the new regime.
- Investment Fund Management
It is estimated that as of the end of 2002 there are more than $100bn of funds under management in the Bahamas, making it one of the leading jurisdictions in this respect. The mutual fund sector is regulated under the Mutual Funds Act 1995 and the Securities Board Act 1995, which established a Securities Board operating on self-regulatory principles: mutual funds can be directly regulated, but more commonly are regulated through licensed administrators who can grant licenses directly to funds. In 1999 the Securities Board converted into a Securities Commission under the Securities Industry Act 1999, which laid the foundations for the stock exchange opened in 2000.
Mutual fund administrators continue to be licensed under the Mutual Funds Act 1995, and regulated by the Commission directly or indirectly. The Mutual Funds Act Divides Investment Funds Into A Number Of Classes:
Exempt Funds (i.e. exempt from licensing), being funds with no more than 15 investors, a majority of whom can appoint or remove the fund manager. Authorised funds, being funds with a minimum subscription level of $50,000, or which are listed on a recognised stock exchange - such funds need only to register with the Securities Board; and other funds, which are required to be licensed. Licenses are normally obtained from a Mutual Fund Administrator, who is in turn licensed by the Securities Board.
New investment fund legislation is planned for 2003: the Investment Funds Bill is a major piece of legislation which creates a new licensing structure for funds, meaning that all Bahamas-based funds (those incorporated, administered or whose investment advisor or investment manager is located in the Bahamas) must be licensed or registered with the Securities Commission. Non-Bahamas based funds (funds having some other nexus to the Bahamas) must either appoint a representative registered with the Commission or notify the Commission of the relevant relationship. The practical effect of this is that the "exempt fund" structure, which presently exists, will be no more; instead ALL funds operating in the jurisdiction will be "regulated" or "submitted" to the Commission in one way or another. However, the legislation seeks to achieve balance by establishing a series of classes of funds each subject to varying regulatory oversight based on its defined risks.
- Exchange Control
The Bahamas have exchange controls, under the Exchange Control Act and Regulations 1956, applying to resident individuals and companies, who need consent from the Central Bank to conduct operations in foreign currencies. Likewise, non-resident or offshore companies, who are free to deal in foreign currencies, require Central Bank consent to deal in Bahamian dollars.
Residents comprise: Bahamian nationals, companies beneficially owned in the Bahamas, and companies whether Bahamanian or foreign-owned operating within the Bahamas. Foreign nationals with work permits who live in the Bahamas are also normally considered to be resident.
Non-residents comprise: foreign nationals living abroad, or, if living in the Bahamas, without the right to work there; and foreign companies and foreign-owned Bahamian companies trading exclusively outside the Bahamas.
Residents who want to make external investments in foreign currencies will usually be allowed to do so, but have to buy the foreign currency at a premium; non-residents who want to invest into the Bahamas may do so, but the opportunities for portfolio investment are very limited.
- Economy And Currency
The unit of currency is the Bahamian dollar which has parity against the US dollar; the US dollar is also accepted. Under the Exchange Control Act 1952 and the Exchange Control Regulations 1956, exchange controls apply to resident individuals and companies, but non-residents and the offshore entities normally used by international businesses are not subject to them.
The Bahamian economy was weak in the years after the Second World War, but determined efforts to develop the tourist trade have been successful, so that it contributes more than 60% to GDP; more recently, the government has encouraged the financial services industry, particularly banking and insurance, which also represent substantial components of GDP.
The Bahamian economy is closely linked to that of the US, and inflation rates are comparable. Unemployment has been a continuing problem in the Bahamas, and currently runs at about 12%. The Bahamas run a substantial trade deficit due to very high import levels. GDP was $4.8bn in 2002, and GDP per head about $15,000. This is above average for the region, but well behind the most successful (and smaller) jurisdictions such as the Cayman Islands and the British Virgin Islands.
Government revenues in The Bahamas increased in the fiscal year 2000/01 and an overall fiscal surplus of $8.3 million was realised that year compared with a deficit of $66.8 million the previous fiscal year. However, the two subsequent years saw budget deficits.
- Business Environment
In terms of business and communications infrastructure, the Bahamas are very well-developed. The business environment is particularly well-attuned to the finance sector as a result of the Bahamas' long-term policy of promoting itself as an international finance centre, accompanied by a well-developed regulatory structure; as the economy depends heavily on the offshore financial sector, the government tries hard to avoid use of the island for money laundering.
There is a wide range of professional services in the Bahamas, particularly for the insurance, trust management and mutual fund sectors. The Government has understood the importance of e-commerce for the future of international business and is making a determined attempt to become a centre of e-commerce development.
In May 2000, the Bahamas' new, privately owned stock exchange (BISX) went live, originally with 2 established brokers. It has 18 companies listed with a total of $1.4billion in market capitalisation. Due to the exchange's losses of $2.3 in the two years up to June 2002, shareholders have invested sums of 125,000 in order to keep the company afloat. However, Minister of State for Finance, Senator James Smith, remains optimistic over the exchange's future, and has appointed a team of financial experts to investigate the exchange's financial needs, due to report their findings in early 2003. The BISX has an upgraded infrastructure from which remote trading across a secure private WAN and the launch of an international segment can take place.
There is relatively little Government involvement in business in the Bahamas, particularly for offshore businesses. Onshore business activity requires a license under the Business Licenses Act 1980 and firms must register their business names under the Registration of Business Names Act 1989 ($50 to register).
There are detailed lists of those business activities for which the Government will, or will not, normally issue a license. The rules governing foreign investment (particularly the availability of incentives, for which see below) are complicated, and expert guidance is necessary. Larger-scale activities are often allowed only on a shared-equity basis, including local manufacturing, transportation and farming.
- The Bahamas Are An Independent Nation State
The Bahamas became independent from the UK in 1973, although the Queen remains Head of State. Beginning 50 miles off Florida, in the Caribbean, the Bahamas has 700 islands and a population of 285,000. The official language is English. The capital is Nassau, there are a number of international airports with good connections, and there are excellent port facilities. The climate is sub-tropical. The Westminster-style government is business-friendly. Elections in 2002 saw a major political upset when the Progressive Liberal Party led by Perry Gladstone Christie ousted the incumbent Free National Movement after a 10-year reign, winning 28 seats out of 40 in the House of Assembly.
- The Bahamas' Stock Exchange
In May 2000, the Bahamas' new stock exchange (BISX) went live, originally with 2 established brokers; by the end of 2002 there were 18 companies listed on the exchange with a capital of around $1.4 billion. The BISX has an upgraded infrastructure from which remote trading across a secure private WAN and the launch of an international segment can take place.
- No Income Tax In The Bahamas!
There is no income tax, capital gains tax, VAT, sales or use tax or wealth tax. Annual government fees are imposed on businesses and there are national insurance, stamp duties and property taxes. Local businesses are controlled by licensing and somewhat protected, although there are good investment incentives in some sectors. Offshore operations take place through International Business Companies or other tax-exempt forms.
- Immigration Controlled By Residence And Work Permits
With an unemployment problem, the Government controls access to Bahamian jobs with a system of work permits. Access to housing has been recently relaxed for foreigners, who are now encouraged to buy or build 'second homes'.
- Qualified Jurisdiction Status
In 2002 the Bahamas was granted a six year term for its Qualified Jurisdiction (QJ) status by the United States. The decision to grant the six year term was made on the basis of an IRS determination that 'Know Your Customer' rules in the Bahamas are implemented to an acceptable standard for the purposes of operating a Qualified Intermediary regime, and will allow financial institutions based in the jurisdiction to benefit from reduced reporting and documentation requirements. Speaking following the announcement, Minister of State for Finance, James Smith welcomed the news, explaining that the extended term of the status will increase the feeling of stability and certainty amongst financial service providers.
- The Bahamas/US Tax Information Exchange Agreement
In January, 2002, the Bahamas signed an information exchange agreement with the United States in order to allow both countries to pursue tax evaders and money launderers more effectively.
The agreement, which follows the establishment of similar arrangements between the US and Antigua, Barbuda, and the Cayman Islands, marks the latest stage in the Bush administration's campaign to clamp down on terrorist financing. It will allow the US Internal Revenue Service to pierce stringent banking secrecy rules in the Bahamas in certain circumstances. However, in a retrospective of 2001 published in late December, CEO and Executive Director of the Bahamas Financial Services Board, Wendy Warren, warned that the co-operation demonstrated by the Caribbean jurisdiction in the international fight against money laundering has not changed the country's fundamental perspective on financial privacy.
'The Bahamas will continue to co-operate with all who seek to fight money laundering, fraud, international terrorism and other serious crimes. At the same time, this does not diminish the fundamental fact that The Bahamas is wedded to the belief that law-abiding persons and entities have a right to privacy and confidentiality with respect to the conduct of their affairs,' she stated.
- Bahamas Forms Of Company
The majority of companies formed in the Bahamas for offshore purposes are incorporated under the International Business Companies Act 1989 (see below). However this law did not supersede the existing companies law, most recently re-stated in the Companies Act 1992, which is based on English law and is used to form various types of company used by businesses trading in the Bahamas, and also for certain other special purposes.
Companies formed under the Companies Act 1992 can be private companies limited by shares or by guarantee, or can be public companies. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, there need to be a minimum of two members, and there must be a registered office in the Bahamas. If a company is going to trade locally, it will need an appropriate business license.
Domestic Limited Company. A domestic resident company limited by shares is usually formed for the purposes of carrying on local business. There must be at least two directors. The company's annual return includes a list of the members, and is kept on the public register. An annual audit can be dispensed with, if all shareholders agree. There is no requirement to file financial statements. Shares need not have a par value, and when paid up, need not have distinguishing numbers. Bearer shares can be issued with exchange control permission.
Company Limited by Guarantee. Under the Companies Act, a company limited by guarantee must have a minimum of two members; the Memorandum of Association contains a statement of the amount up to which the members guarantee the company's debts. The Articles can provide for the members to have differing 'shares' of the assets and liabilities. The Company Limited by Guarantee has certain advantages, including that there is no list of members on the annual return, and that control over assets can be achieved without the use of shares; in some jurisdictions, profits realised from such companies are classified as capital gains rather than as income. Specialist advice is required by anyone considering the use of a company limited by guarantee.
Public Company. A public company formed under the Companies Act is similar to a private company limited by shares except that there is a compulsory annual audit, and there must be at least three directors. A list of all officers, directors and managers of the company must be kept at the registered office and sent to the Registrar-General along with the annual return.
International Business Company. The International Business Company is the most widely used vehicle for offshore operations in the Bahamas; it normally takes the form of a private company limited by shares. The governing legislation is the International Business Companies Act 1989, updated by the International Business Companies (Amendment) Act 1994. 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. Otherwise, statutory requirements are minimal, and flexible: only one director, who may be corporate, and two shareholders are required. Shareholders, directors and officers need not be resident in the Bahamas and there is no stipulation as to their nationality. There is no minimum capital requirement; shares must be registered and may be issued in any currency; bearer shares are no longer permitted. Accounts need not be kept; however, if they are kept there is no requirement for an audit. A share register needs to be kept; it is unclear whether nominee shareholders are still permitted. Shareholders and directors meetings need not be held in the Bahamas and can be held by telephone. The Memorandum and Articles of Association are the only documents to be held on the public record. The legislation contains asset protection clauses against actions emanating from without the Bahamas; it also contains provisions for the protection of minority shareholders. An IBC is exempt from Bahamian Exchange Control, from stamp duty and from other taxes and estate duties for 20 years from the date of incorporation. An IBC can be managed, controlled and operated from the Bahamas.
A company incorporated or (if foreign) registered under the Companies Act 1992 can switch to IBC status if it qualifies under the legislation. IBC status is granted subject to certain conditions: 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.
IBCs are permitted to own shares in other Bahamian companies, maintain bank accounts in the jurisdiction and employ the services of local professionals. It is usual to use a registered agent in the Bahamas to incorporate an IBC (eventually it is obligatory to appoint one anyway). Fees for incorporation of an IBC are based on the company's authorised share capital. Normally, the incorporation process takes no more than one day.
Limited Duration Company. The International Business Company (Amendment) Act 1994 introduced the Limited Duration Company, which is essentially the same as the IBC but with a life limited to 30 years. This form is directed towards a certain class of US investors - when suitably structured the LDC has the characteristics of a partnership and is treated as such in the US, where it is known as a Limited Liability Company.
Foreign Company. A foreign company can operate a branch in the Bahamas with minimal formality and no registration requirements, but once the branch is recognised as an 'undertaking' under the Companies Act 1992, or as a 'trading' branch, it has to register with the Registrar-General. The following amount to having 'undertaking' status: the keeping of a place of business. The holding of a licence (or the requirement to hold one) for specified business. The holding of a licence (or the requirement to hold one) for selling securities; or having a local telephone listing.
Registration involves filing a notarised and legalised copy of the company's Memorandum and Articles of Association (or its Statutes) and details of the directors and officers. A Certificate of Registration is issued, and the company (the branch) then has the same position as a Bahamian incorporated company, ie it must maintain a local registered office, etc as above.
If the foreign company (branch) intends to trade within the Bahamas or to employ more than two Bahamians, it needs to apply to the Bahamas Investment Authority for clearance from the National Economic Council, and it needs to obtain the relevant business licence as does a Bahamian company. It is open to a qualifying foreign company, once registered, to become an International Business Company.
Limited Partnership. Bahamian law relating to partnerships is essentially similar to English law. General or limited partnerships are allowed. In a limited partnership there must be at least one general partner with unlimited liability, and the limited partners may not take part in management of the partnership. There must be a written partnership agreement which must be registered, and one of the general partners must file a notarised declaration of the sum contributed by the limited partners. Partnerships which trade in the Bahamas need the appropriate business license, as for limited companies.
Exempted Limited Partnership. The Exempted Limited Partnership Act (1995) created a partnership form (ELP) equivalent to the International Business Company, and has the same limitations on local activity as the IBC (see above). The structure is the same as for a limited partnership (see above); a general partner can also be a limited partner, and one of the general partners must be either a Bahamian resident or a company incorporated under the Companies Act 1992 or the International Business Companies Act 1989.
An ELP must be registered, and the names and addresses of all general partners must be filed. On issue of the registration certificate, the ELP becomes exempt for 50 years from exchange controls, from all forms of taxation, from stamp duty, and from business license fees. (However, if one of the general partners is a Bahamian resident, then there may be some exchange control implications). The initial registration fee for an ELP is $850, and the continuing annual fee is $450. An annual declaration must be filed confirming adherence to the local trading prohibition.
Trusts. The trust law of the Bahamas is based on English trust law, and was codified in the Trustee Act 1893, but there have been a number of recent statutes which update and extend Bahamas trust law, particularly the Trustee Act 1998 which repeals the Trustee Act 1983 and the Variation of Trusts Act Cap 166. The Trust (Choice of Governing Law) Act 1989 protects against forced heirship provisions; the Fraudulent Dispositions Act 1991 strengthened the position of asset protection trusts. In early 2004 legislation dealing with purpose trusts was introduced to the legislature.
Bahamian trusts (other than those holding Bahamian property) do not have to be registered, and the 1998 Act disapplies Exchange Control Regulations to non-resident settlors, donors, beneficiaries and trustees - therefore it is no longer necessary for trusts to be registered with the Central Bank as non-resident. This applies to existing trusts as well as to new ones.
Trusts (other than those holding Bahamian real estate) with non-resident beneficiaries are exempt from all taxes, including stamp duty on transfers into trust. Under the 1998 Act, new trusts need to be stamped with a $50 Bahamas revenue stamp, which can be bought for cash and does not involve any disclosures. The 1998 Act provides for the appointment of a 'protector of trust', effectively a supervisor of the trustee(s), and also managing and custodian trustees. A company offering trust services must obtain a licence under the Banks and Trust Companies Act 1965 and conform to various conditions.
Business License Fees. Under the Business Licenses Act 1980 (as amended) enterprises operating in the Bahamas are liable to pay annual license fees. Non-resident entities, International Business Companies, Limited Duration Companies and Exempted Limited Partnerships are not liable for these fees; nor are banks, trust companies, insurance companies, mutual funds or ship holding companies, all of which have their own separate fee regimes. Business License Fees depend on annual turnover and gross profit percentage; the rules are complicated and professional advice is necessary. Some illustrative situations are as follows: businesses with turnover below $50,000 are exempt. Businesses with turnover between $50,000 and $100,000 pay between $250 and $800 depending on the level of gross profit. Larger businesses pay gradually increasing amounts; a business with turnover of $30m and a high gross profit percentage might pay as much as $500,000 or 1% of turnover.
Payroll Taxes. Under the National Insurance Act 1972 as amended, Bahamian employers, employees and the self-employed pay social security contributions.
Employees pay 3.4% of earnings (up to maximum earnings of $13,000 pa); employers pay 5.4% of earnings to the same maximum; self-employed persons pay 8.8% of earnings to the same maximum.
Although all employers and employees pay these contributions, whether or not they are resident, benefits can generally be claimed only by resident Bahamians. Even in Paradise, it seems, there are thorns on the roses. Expatriates returning home to die at 60 after a lifetime of service in the Bahamas may be able to get a refund of contributions, or can elect to receive a pension.
Stamp Duties. Stamp duties are payable in a number of situations in the Bahamas. The most important of these are company incorporation, real estate transactions and overseas remittances of Bahamian currency. Stamp duty on the capital (initially and on subsequent increases) of a domestic limited company runs at $64 on the first $5,000 and $3 on each additional $1,000. Stamp duty on real estate transactions ranges from 2% on small amounts to 8% on sales over $100,000. It is normally shared between the parties. There is a 1% stamp duty on mortgages paid by the borrower. Bahamian currency exported from the jurisdiction is stamped at 0.25%.
- Our Service in Brief
Coddan is one of the world's leading independent providers of Bahamas offshore company incorporation services. We have been involved with offshore business for many years. Our business is primarily based upon personal relationships, trust and discretion. These values are fundamental to our approach and will remain so. Our services cover most of the world's financial and trading territories. We offer a wide scope of unparalleled professional services, which, in addition to the traditional offshore company incorporation services, include auditing, accounting, legal, shipping, and trust administration and taxation services. For clients requiring confidentiality, professional nominee directors and nominee shareholders are provided. Furthermore, Coddan provides Bahamas registered office facilities, Bahamas registered agent, company secretarial services, mail forwarding, telephone answering, and facsimile services.
Our company's main strength is its team, which comprises of more than twenty multi-discipline professionals, including association with commercial lawyers, accountants, company secretaries, bankers, international trade and investment specialists and experienced corporate administrators providing professional corporate services from our offices to clients all over the world. Our aim is to establish a close working relationship with our clients and, because of this, all new clients are provided with an initial consultation with no cost or commitment which will enable them to evaluate the nature and scope of their specific requirements.
We provide everything you need to easily and affordably incorporate your business in Bahamas. Coddan provides complete and confidential corporate management services. Included are wide ranges of financial and administrative services to individuals and corporate entities, as a base for their international and local business activities in Bahamas. Our mission is to provide high quality services to our clients over the long-term at competitive fees. You will find that we are able to render certain additional services exceedingly valuable when the time factor is of special importance.
It is always our aim to ensure that the corporate relationship is continuously conducted to a high professional standard whilst maintaining a clear understanding of our clients’ needs and objectives. Whenever possible, given geographical constraints, we try to meet up with potential clients to more clearly understand their unique requirements. You can rely on us for as much or as little assistance as required.
Deerfield provides the following range of Corporate services: preparation/coordination of all corporate documents. Maintenance of statutory books and records. Conduct board of director meetings. Provision of Bahamas nominee directors. Provision of nominee corporate secretary. Provision of Bahamas registered offices. Co-ordinate local statutory filings. The best option would be to incorporate two new Delaware LLC to act as corporate directors of Bahamas IBC. This will give you full control of your company.
- Features Of The Bahamian IBC
The majority of companies formed in the Bahamas for offshore purposes are incorporated under the International Business Companies Act 1989. However this law did not supersede the existing companies law, most recently re-stated in the Companies Act 1992, which is based on English law and is used to form various types of company used by businesses trading in the Bahamas, and also for certain other special purposes.
Companies formed under the Companies Act 1992 can be private companies limited by shares or by guarantee, or can be public companies. For all these types of company, Memorandum and Articles of Association must be filed at the Companies Registry, there need to be a minimum of two members, and there must be a registered office in the Bahamas.
Significant Features Of The Bahamian IBC are: only one director, who may be corporate, and two shareholders are required. Shareholders, directors and officers need not be resident in the Bahamas and there is no stipulation as to their nationality. There is no minimum capital requirement; shares must be registered and may be issued in any currency; bearer shares are no longer permitted. Accounts need not be kept; however, if they are kept there is no requirement for an audit. A share register needs to be kept; it is unclear whether nominee shareholders are still permitted. Shareholders and directors meetings need not be held in the Bahamas and can be held by telephone. The Memorandum and Articles of Association are the only documents to be held on the public record. The legislation contains asset protection clauses against actions emanating from without the Bahamas; it also contains provisions for the protection of minority shareholders. An IBC is exempt from Bahamian Exchange Control, from stamp duty and from other taxes and estate duties for 20 years from the date of incorporation. An IBC can be managed, controlled and operated from the Bahamas.
| Description of service | Order Now | Economy Bahamas IBC Formation Package - £805.00
A minimum of ONE director and TWO shareholders are required. The incorporation of a Bahamas company normally takes 5 to 7 working days. Search name availability for your Bahamas IBC. Payment of first year's government fees. No documents to sign. Applicant appointed as company founding Director. Applicant appointed as company Shareholder. Company Shareholders & Director appointed electronically. US$50,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors.
Next Year Fees » £400.00 : Registered Address, Agent and Government fees. | ORDER
| Premier Package Bahamas IBC Formation Package - £1,005
A minimum of ONE director and TWO shareholders are required. The incorporation of a Bahamas company normally takes 5 to 7 working days. Search name availability for your Bahamas IBC. Payment of first year's government fees. No documents to sign. Company Shareholders appointed electronically. US$50,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. Nominee Director service for 1 year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Agreement for the provision of nominee service and indemnification of Nominees. Pre-signed undated Resignation Letter from the Director. Indemnity Letter to the Nominees. General Power of Attorney. Indemnity Letter for General Power of Attorney.
Next Year Fees » £600.00 : Nominee Director, Registered Address Agent and Government fees. | ORDER
| Deluxe Bahamas IBC Formation Package - £1,115
A minimum of ONE director and TWO shareholders are required. The incorporation of a Bahamas company normally takes 5 to 7 working days. Search name availability for your Bahamas IBC. Payment of first year's government fees. No documents to sign. US$50,000.00 Authorised Share Capital. Preparation & filing of Memorandum & Articles of Association at Registry. Registered Agent & Registered Office fees for the first year. Nominee Director and 2 Nominee Shareholders service for 1 year. The following documents will be delivered via FedEx or DHL: Certificate of Incorporation. Printed bound copy of Memorandum & Articles of Association. Minutes of the First Meeting of the Board of Directors. Agreement for the provision of nominee service and indemnification of Nominees. Pre-signed undated Resignation Letter from the Director. Indemnity Letter to the Nominees, Declaration of Trust from the Nominee Shareholder. General Power of Attorney, Indemnity Letter for General Power of Attorney.
Next Year Fees » £820.00 : Nominee Director, 2 Nominee Shareholders, Registered Address Agent and Government fees. | ORDER
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