The Commonwealth of the Bahamas has long been a favorite jurisdiction for U.S. and Latin American investors looking for an inexpensive, efficient and nearby haven. Since the enactment of the International Business Companies (I.B.C.) Act in 1990, tens of thousands I.B.C.'s have been formed. A Bahamian I.B.C. enables the investor to conduct business globally with anonymity. Beneficial to the shareholders and company itself, both are exempt from all Bahamian taxes and exchange controls for 20 years from incorporation. Confidentiality in banking and financial affairs is written into law, although measures to prevent money laundering and preserve the hard-won restoration of its clean reputation allow limited disclosure of information under the Mutual Legal Assistance Treaty. Filing and annual fees are very reasonable, world-class financial services as well as legal, accounting and other professional firms are abundant; trust, banking insurance, mutual fund, and shipping laws provide medium and large companies with many additional services not available in many other offshore jurisdictions.
The Bahamas is an independent member of the British Commonwealth located about fifty miles of the coast of Florida. The country is a well-established offshore location, offering excellent telecommunications, banking and transportation facilities. The official language is English.
· No taxes on dividends, interest, royalties, capital gains, inheritance, gifts or any other income derived outside The Bahamas.
· No requirement to file annual returns or financial statements.
· No requirement to hold annual general meetings of shareholders or directors.
· Full exemption from taxation on any business activity or transaction carried on outside The Bahamas.
· Complete business privacy and confidentiality.
· Minimal capital requirements and minimal registration fee on capital.
· Nominative or Bearer shares at owner’s option.
· Companies are allowed to have sole director.
· The shareholders, directors and officers may be of any nationality and may be resident of any country.
· Neither the director nor the officers need be shareholders.
· Directors and/or officers can be either corporate entities or natural persons.
· There is no requirement to register initial, or ongoing, changes in director(s) and/or officer(s).
· Use of apostille permitted.
· Incorporation documents may be drafted in any language together with a translation into English.
1. What is an IBC?
An IBC is a company which does not carry on business with persons resident in The Bahamas; nor owns an interest in real property situate in The Bahamas otherwise than by holding a lease of property for use as an office; nor does it carry on banking, trust, insurance or reinsurance business or provide a registered office for companies.
2. “Not carrying on business with persons resident in the Bahamas.”
An IBC will not be considered to be carrying on business with persons resident in the Bahamas by virtue only of its holding bank accounts, retaining local professional services, preparing and keeping books and records, holding directors and/or members meetings in The Bahamas.
3. What Documents are required to incorporate an IBC?
An IBC, like any other Bahamian company, is constituted by Memorandum and Articles of Association. These documents take on a different form, however, making them less cumbersome than other companies.
The Memorandum of Association – The memorandum is required by an IBC contains information regarding the name, registered office and registered agent, purposes and powers of the company and share capital of the corporation. The standard purpose clause of an IBC allows the company to engage in virtually any legal business activity.
The Articles of Association – This document as required by an IBC is much like bylaws of an American corporation, setting forth the rules governing the company’s affairs, such as number of directors, their terms, powers and responsibilities; the role of officers; meetings of members, and such other business as required or allowed by the IBC law.
4. Are there any capital requirements for an IBC?
There is no fixed minimum authorized capital requirement nor is there a maximum limit on the amount of authorized capital. However, an authorized share capital of US$5,000 is the maximum authorized capital permitted for the minimum annual license fee.
5. How many subscribers to the memorandum are required for the incorporation of an IBC?
Two or more persons must subscribe to the Memorandum of Association. These subscribers are generally provided by the law firm, bank or trust company that will provide the registered agent/registered office service.
6. What Kind of Share Structure is possible in an IBC?
It is possible for an IBC to issue many kinds of shares including fractional shares, registered shares and bearer shares. Moreover, the shares in an IBC may be issued in various classes. An IBC also has an option of stating in its Memorandum whether or not it will issue shares register is to be kept at its registered office. It can purchase, redeem or otherwise acquire and hold its own shares, but only out of surplus or in exchange of newly issued shares.
7. Who Manages an IBC?
An IBC is managed by board of directors consisting of at least one director. The initial board of directors is appointed by the Subscribers to the Memorandum and Articles of Incorporation.
8. Is the Board of Directors required to meet regularly?
The Board of Directors is not obligated to hold Director’s meeting with any specified frequency. Moreover, when meetings are held the Act provides that such meeting may be held by telephone and other electronic means. It is further provided that an alternate may be appointed by director to attend such meetings in his place.
9. What are the terms of director’s appointment?
The terms relating to a director’s appointment an service on the Board of Directors are all provided for in the Act, subject of course to any alternations which may be made in the company’s constitution.
10. Are decisions taken required to be invoked by resolution?
Yes, all acts undertaken by the company are affected by resolution. The IBC, however, does not subscribe to the concepts of special and extraordinary resolutions. Thus acts of the company, whether initiated by members or directors, are affected by resolutions passed by a simple majority of the board.
Many acts do require that the Memorandum and Articles of the company are amended. Such amendments may be effected by resolution of the members or directors, and filing the amendment with the Registrar.
Exempt Company Registration $2,150.00
Annual maintenance cost $980.00
Power of Attorney $375.00
In order to register exempt company we need to provide the inland Registered Agent with name, address, and contact phone number of the original director of the company as well as the copy of his passport. This information will be retained by the Register Agent of the company for the due diligence purposes and for annual maintenance cost forwarding.
Please note that above information is not public and can be released only upon request of authorized authorities.