The Bahamas Company Formation Services

SCG offers access to the Bahamas tax haven where many leading international organizations leverage for conducting business in North America. This is a streamlined process for company formation Bahamas initiatives that do not require minimum capital investment, corporate tax strain, annual returns, or conducting routine audits. In addition, the pro-business nature of the Bahamas government includes a high level of confidentiality for internationally based businesses looking for offshore incorporation on Bahamas or establishing Bahamas permanent residence locations.

FORMATION AND MAINTENANCE FEE FOR THE 1ST CALENDAR YEAR

• Name check and approval
• Filling incorporation documents with the Registrar of Companies
• Payment of the Government Fees
• Provision of registered office and registered agent for one year
• Provision of company secretary for one year (if selected)

A standard set of digital corporate documents:

• Certificate of Incorporation
• Memorandum & Articles of Association
• Appointment of First Directors
• Consent Actions of the Board of Directors
• Share Certificates
• Register of Directors and Members

Offshore legislation governing incorporation and management of International Business Companies in Bahamas is International Business Companies Act 1989, updated by the International Business Companies (Amendment) Act 1994, the International Business Companies Act 2001, and the International Business Companies (Amendment) Act 2004.

LEGAL FORM
The Companies Act 1992, a law based on English law, is the current law regulating the formation and operation of companies in the Bahamas. This law allows for the creation of private companies limited by shares or by guarantee, as well as public companies. The International Business Company, a type of private company limited by shares, is the most commonly used type of company for offshore operations in the Bahamas.

COMPANY NAME
The names of International Business Companies (IBCs) in the Bahamas must end with one of the following words or their abbreviations: Limited, Corporation, Incorporated, Societe Anonyme, or Sociedad Anonima. The use of certain names, such as Bank, Insurance, and Trust, requires a license. Names that suggest a connection to government or public entities are generally prohibited. IBC names can be in any language that uses the Latin alphabet.

MEMORANDUM AND ARTICLES OF ASSOCIATION
To incorporate a private company in the Bahamas, the following steps must be taken:

• File a Memorandum of Association with the Registrar General.
• File Articles of Association, which must be signed and witnessed by one other person. These can be filed either with the Memorandum of Association or within six months thereafter.
• The Memorandum of Association must be signed by at least two subscribers in the presence of at least one witness. Each subscriber must subscribe for at least one share.
• If a subscriber is a non-resident, they may be required to obtain exchange control permission.
• A declaration signed by counsel and attorney must be submitted to the Registrar General, outlining the capacity of the persons incorporating the company.

SHAREHOLDERS
At least one shareholder is required to incorporate a company in the Bahamas. This shareholder can be an individual or a corporation. The identity of the company’s shareholders is not made publicly available.

SHARE CAPITAL
There is no minimum capital requirement for incorporating a company in the Bahamas. The standard authorized share capital is $50,000. The minimum issued capital can be one share with or without par value. Different types of shares, such as registered, preference, redeemable, and shares with or without voting rights are permitted. Companies with an authorized capital of up to $50,000 must pay an annual government license fee of $425.

DIRECTORS
An International Business Company (IBC) in the Bahamas must have at least one director, who can be an individual or a corporation. There is no requirement for the director to be a resident of the Bahamas, and the identities of the directors are not made publicly available.

REGISTERED OFFICE AND LOCAL AGENT OR SECRETARY
Every company in the Bahamas must have a registered office and a registered agent, and the details of these must be provided to the Registrar of Companies. While it is not required to have a company secretary, it is advisable to have one for administrative purposes. The company secretary can be an individual or a corporation of any nationality.

MEETINGS
Meetings of directors or shareholders of a company in the Bahamas do not have to be held in the Bahamas. There is also no requirement for an Annual General Meeting. Meetings can be held outside of the Bahamas, via telephone or other electronic means, or directors and shareholders may vote by proxy.

INCORPORATION TIME
It typically takes 5-7 business days to incorporate an International Business Company (IBC) in the Bahamas. If you need the incorporation documents to be legalized with an Apostille, it will take an additional 5-7 days to complete this process.

RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR

• Provision of registered office and registered address
• Provision of company Secretary & registered agent
• Government fee where a BC has an authorised share capital up to US$ 50,000

TAXATION
An International Business Company (IBC) in the Bahamas is exempt from exchange control, stamp duty, and other taxes and estate duties for 20 years from the date of incorporation. Business conducted outside of the Bahamas by an IBC is also exempt. However, unlike in many other jurisdictions, an IBC in the Bahamas can conduct business and own real estate within the country, though these local transactions are subject to exchange controls and stamp duty.

AUDIT AND FINANCIAL RETURNS
There is no requirement to file audited accounts or annual returns with the authorities in the Bahamas. However, companies must keep reliable accounting records for all money received and spent, as well as for the assets and liabilities of the company. These records must include documentation such as invoices, receipts, and contracts and must be kept for a minimum of five years from the date of the transactions they relate to. While the law does not mandate the preparation of financial statements, the accounting records must be sufficient to accurately explain the company’s transactions, determine its financial position at any time, and allow financial statements to be prepared if necessary.

OUR SERVICES FOR THE COMPANY FORMATION IN BAHAMAS INCLUDE:

• Name check and approval
• Filling incorporation documents with the Registrar of Companies
• A standard set of original corporate documents
• Payment of the Government fees
• Provision of registered office and registered agent for one year
• Provision of company secretary for one year

DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
Please provide the following documents for all Directors, Shareholders, Beneficial Owners, Authorised Signatories:

• Notarised copy of valid passport.
• Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within 3 months).
• Original or certified copy of Lawyer’s/Banker’s/Accountant’s reference letter (dated within 3 months).
• In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and Certificate of Good Standing (for companies registered more than 1 year).