Offshore Corporate Administration Inc. Bahamas Page

Offshore Corporate Administration Inc.

The Bahamas

The Bahamas is a chain of islands comprising 5,358 square miles, located 40-50 miles east of Florida and is a member of the British Commonwealth recognizing Queen Elizabeth as Head of State. It is well served by international banks as well as established accounting and law firms. The modern infrastructure includes an advanced telecommunications service. The Bahamas is renowned for its reputable tax haven status and for banking secrecy. Since the International Business Companies Act 1989 came into effect, The Bahamas has become one of the most popular jurisdictions in which to register an l.B.C. (International Business Company)

Amendments to the Bahamas IBC Act, 2000

The Bahamas International Business Companies Act, 2000 (“2000 IBC Act”) has been amended by the International Business Companies (Amendment) Act, 2001 (No.19 of 2001) (the “Amendment Act”).

The Amendment Act has reinstated very important provisions of the old 1989 IBC Act (as amended), such as the minimum number of directors and shareholders being only one. It has further modified several of the amendments introduced by the 2000 IBC Act.

There is no longer any obligation to amend the Memorandum and Articles of Association in order to satisfy the requirements of the 2000 IBC Act. The annual licence fee has not been changed and continues being US$350.00 as of 1st January, 2002.

For guidance, the principal amendments made to the 2000 IBC Act are:

An IBC need have only one Director.

An IBC need have only one shareholder.

The requirement for a general meeting to be held every year has been removed.

Prohibitions against IBCs engaging in any business activity have been removed.

Unnumbered shares are permitted. Bearer sares are no longer recognized.

The fact that the Share Register must be kept at the Registered Office has been clarified.

Proposed Name:

The word "Limited" may be used in a Company's name. However, use of the following words is restricted: "Assurance", "Bank", "Building Society", "Chamber of Commerce", "Chartered", "Cooperative", "Imperial", "Insurance", "Municipal", "Royal", "Trust", or any word conveying a similar meaning. Titles such as "Corporation", "Limited", "Incorporated", "Societe Anonyme", or "Sociedad Anonima", "Gesellschaft mit beschrankter Haftung" or its abbreviations "Corp.","Ltd.", "Inc.", " S.A." "GmbH" may be used.

Shelf Companies:

These companies are "clean", that is to say they have never traded nor engaged in any transaction whatsoever. We deliver a letter to this effect (letter of non-activity) to our clients.

Objects:

Our standard objects provide comprehensive powers. If required, a specific objects clause may be drafted to suit clients' needs.

Share Capital:

The standard share capital is US$50,000, divided into 50,000 shares of US$1.00 each of which may be issued as Registered shares at the discretion of the Directors. Permutations (such as 100,000 shares of 50 cents or 50 shares of US$1,000 are permitted, below the ceiling of US$50,000). A share capital up to the equivalent of US$50,000 attracts the minimum license fee - US$350.00.

Shares:

Nominative, par or no par value shares, as desired, Bearer shares no longer permitted.

Shareholders:

There are no limitations as to their number or nationality.

Shareholder Meetings:

Shareholders' meetings may be held in any part of the world. The quorum is specified in the Articles of Association.

Directors:

Minimum number of one, without residential limitations. Name and address of Directors must be filed at Registry. Director meetings may be convened in any part of the world, through electronic means.

Registered Agent/Registered Office:

The IBC Act requires that every IBC have a Registered Office and a Registered Agent, licensed to act as such, located in The Bahamas. In our standard Memorandum of Association, our Bahamas Office is nominated as the Registered Office and they act as the Registered Agent of the IBC in The Bahamas.

Company Seal:

The Company Seal is mandatory. An imprint thereof must be sent to the Registered Office.

Taxation:

Income of IBCs is exempt from income tax in The Bahamas. This includes all dividends, interest, rents, royalties, compensations, capital gains realized with respect to any shares, debt obligations or other securities, and any other amounts paid to the Company. In addition to this, no estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable with respect to shares debt obligations or other securities of a company incorporated under the IBC Act.

Limitations:

being an offshore company, is a company that cannot:

Carry on business with residents of The Bahamas;

Own an interest in real property situated in The Bahamas or a lease of real property other than a lease of property for use as an office from which to communicate with members or where books and records of the company are prepared or maintained;

Carry on banking and/or trust business;

Carry on business as an insurance or reinsurance company;

Carry on the business of providing the Registered Office for companies.

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Information derived from this site should not be construed as legal advice nor considered anything more than an offer to provide free technical information to suitably qualified parties. Such technical information was accurate at the time of publication and whilst every endeavour is made to maintain such accuracy, it is recommended that independent verification be made.