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2.1. Main Formation Requirements

General

The requirements for incorporation of a Bahamas IBC are straightforward:

  • Only one director or shareholder is required for the company formation;
  • Shareholder(s) and director(s) may be the same person;
  • The shareholder(s) and director(s) can be a natural person or a corporate body and do not need to be resident of Bahamas;
  • There is no requirement of appointing local shareholder(s) and director(s) for Bahamas IBCs;
  • There is no requirement of resident secretary (one is normally appointed to facilitate signing obligations).

All shares should be registered. No details of the directors or shareholders appear on the public files, but a register of shareholders must be kept at the registered office address of the company in the Bahamas. The word "Limited", "Corporation", "Incorporated", "Société Anonyme", or its respective abbreviation "Ltd.", "Inc.", or "S.A.", shall be at the end of the name of the Company.

Procedure

A Registered Agent prepares the Memorandum of Association signed by two subscribers and submitted to the Registry. The Articles of Association can either be filed at the same time as the Memorandum of Association or within 30 days of the date of incorporation. A Company must maintain a registered office address within the Bahamas and appoint a Bahamian resident as registered agent. There is a Common Law duty on professionals to keep the affairs of their clients confidential.

Capital Requirements

The normal authorised share capital is US$ 5,000, divided into 5,000 shares of US$ 1. This is the maximum capital to qualify for the minimum duty payable at the time of incorporation and the maximum authorised share capital for the minimum annual license fee (see above). The minimum issued share capital is either two shares without par value or two shares with par value. The share capital may be expressed in any currency. The following types of shares are permitted: registered shares; shares without par value; preference shares; redeemable shares; shares with or without voting rights.