Bahamas Offshore Company Formation (IBC)

The Bahamas has a long-standing reputation as a premier destination and a world leading centre for offshore financial and company formation services. The Bahamas offshore service sector has formed over 100,000 companies since the passing of the International Business Company (IBC) Act in 1990. The legislation was amended in 2000, giving more flexibility to IBCs, enabling company directors the ability to reshape corporate structures and change articles of association, while also expanding the scope of IBC business activities that now include access to local markets.

The Bahamas is a renowned centre for offshore activities, known for its financial privacy laws, giving clients a secure jurisdiction with minimal regulations, including no financial reporting requirements and non-disclosure clauses protecting shareholder information. With nearly 30% of the Bahamian economy coming from its offshore market, the government has continually taken measures to ensure the stability and longevity of its offshore financial markets.

Key Corporate Features of a Bahamas IBC

Advantages

• No financial reporting requirements
• Amendments to the Memorandum and Articles of Association can be easily made
• IBCs can conduct business with Bahamians directly and may also own Bahamian real estate, but will be subjected to local tax laws, exchange controls and stamp duty
• Zero corporate tax
• Political and economic stability
• Lies in close proximity to North and South America
• Absence of exchange, currency and capital controls
• Absence of double tax treaties
• Modern and simple incorporation laws and procedures
• An English Common Law System
• Non-disclosure of shareholder information

Top Uses

• Own company shares or other legal entities
• Hold bank accounts, financial or commercial titles
• Own real estate and other movable or immovable goods
• Management of international business transactions
• Marketing of products and services
• Estate and inheritance security
• Asset Protection
• Other commercial and financial activities

In order to establish a Bahamas IBC a client must submit:

• Notarized passport copy
• Bank reference
• Notarized proof of residence
• Professional character reference
• Due diligence form

Ongoing Requirements

A Register of Members, Register of Directors and Officers, copy of imprint of the company seal, copies of all company minutes, copies of all company documents, including the Memorandum & Articles of Association must be kept at the Registered address. This information is not available to the public; however, the Register of Directors is filed with The Registrar of Companies and is therefore publicly available.

A Bahamas IBCs is exempt from all taxes and stamp duties, including corporate income tax, value added tax, or wealth tax. In addition, there is no sales estate tax, gift or inheritance taxes in the Bahamas.

Anonymity, Confidentiality and Disclosure

The names and addresses of the directors or officers are filed with the Registry and therefore are open to the public. However, shareholders need not be submitted to the Registry. The use of Nominee Directors are available should anonymity be required. 

Company Shares

Registered shares, shares of no par value, voting and non-voting shares, preference shares, redeemable shares and shares with or without voting rights are permitted. Bearer shares are not permitted.

There must be two subscribers. Shares may then be transferred to a single person or entity.

Required Capital

Normal authorised share capital is US $50,000, which is the maximum capital for the minimum duty and licence fee payable (US $350) at the time of incorporation and annually.

The minimum issued capital is either two shares of no par value or two shares of par value.

Financial Statement Required

There are no requirements to file a statement of accounts, however a company is required to keep accounting records detailing all transactions to be kept in the registered office, or may be maintained at another address outside of the Bahamas, but must inform the registered agent of the physical address.

Directors

Only one Director is required any may be an individual or corporate entity from any nationality and need not be a resident in the Bahamas. Details of the company Director are open to the public, though nominee services are available.

Company Secretary

No company secretary requirements; though one is normally appointed to help facilitate the signing of the necessary documents.

Shareholders

Only one shareholder is required though there must be two subscribers. Shares may then be transferred to a single person or entity. A register of members must be kept at the Registered office, though it is not open to the public.

Trading Restrictions

An IBC may not conduct business in banking, insurance, 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 unless permission is granted by the government and the appropriate licence is obtained.

Bahamian IBCs are allowed to conduct business within the Bahamas including conducting business in real estate, but local exchange controls and stamp duty will apply in these cases.

Exchange Controls

There are no exchange controls; including currency controls for Bahamian IBCs.

Powers of the Company

An IBC has all the powers of a natural person.

Language of legislation and Corporate Documents

English

Registered Office required

Yes; required to keep a register and meeting minutes (if any) and a company seal.

Local Presence

Not required

Annual Reporting

Not required

Shelf Companies available

Yes

Time required to form offshore company

2-3 Business days

Language of Name

The name can be in any name using the Latin alphabet; though the register requires an English translation.

Names Restrictions

Any name that is already in use or that is deemed undesirable, obscene or offensive or any name that suggests patronage with the Bahamian Government may not be used.

Names of Company requiring a special licence or permission

An IBC must obtain a special licence if the name of the IBC has any word that includes bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, university, municipal or their foreign language equivalents.

Permitted limited liability suffixes

“Limited”, “Corporation”, “Incorporated”, “Societe Anonyme”, “Sociedad Anónima”, or its respective abbreviation “Ltd.”, “Inc.”, or “S.A.”, must be used at the end of the company name.

Licence Fee

IBCs with an authorised share capital of up to US $50,000 are required to pay the sum of US $350 annually, whereas an IBC with an authorised share capital greater than US $50,001 is required to pay the sum of US $1,000 per year.