Formation of an International Business Company (IBC) in the Bahamas
An international business company (IBC) in the Bahamas is one of the best solutions for tax planning and the conducting of international business in North America. It does not require minimum capital, corporate taxes, annual return, or audit, and features a high level of confidentiality for international business.
FACTS & INFO
Companies formed under the Companies Act 1992 can be private companies limited by shares or by guarantee, or can be public companies. The international business company (IBC) is the most widely used vehicle for offshore operations in the Bahamas; it normally takes the form of a private company limited by shares.
Company names must end with one of the following words, or their relevant abbreviations: "Limited", "Corporation", "Incorporated", "Societe Anonyme", or "Sociedad Anonima". The following names require licensing to be used: "Bank", "Insurance", "Assurance", "Re-Insurance", "Trust", "Trustee", "Savings", "Royal", "Asset Management", "Fund "Management", "Investment Fund", "Building Society", "Municipal", or "Chartered". Names denoting any connection to local, state or national governments are generally prohibited. Names can be in any language which uses the Latin alphabet.
MEMORANDUM AND ARTICLES OF ASSOCIATION
In order to incorporate a private company in the Bahamas, a memorandum of association must be filed with the Corporate Registry. Articles of association may be filed with the memorandum of association or within six months thereafter, and must be signed and witnessed by one other person. Other provisions include: the memorandum to be signed by at least two subscribers in the presence of at least one witness. Each subscriber must subscribe for at least one share. A non-resident subscriber is required to obtain exchange control permission. The capacity of persons incorporating is to be submitted with the memorandum in the form of a declaration signed by counsel and attorney.
The minimum number of shareholders of a Bahamas IBC is 1, which may be an individual or a corporate body. All shares should be registered. Details of the shareholders appear in the public record.
There is no specific minimum capital requirement. The standard authorised share capital is US$5,000. Shares must be registered and may be issued in any currency. Bearer shares however are no longer permitted. A share register needs to be kept at the registered office of the IBC.
DIRECTORS AND COMPANY SECRETARY
The IBC must have at least one director, who can either be an individual or a corporate body. Directors can be of any nationality or residence, and can also be shareholders. It is possible to appoint specific alternate directors and officers in the event of the death, resignation, or inability to act of an existing director or officer. A list of directors must be maintained at the registered office. Details of directors and officers are filed with the public registry; however, nominee directors and officers can be provided by us to preserve confidentiality.
Every IBC must have a registered agent and a registered office in the Bahamas. The registered agent must be qualified to act as such, such as a lawyer or a licensed management company.
The director and shareholder meetings need not be held in the Bahamas as there is no requirement for an AGM. All meetings may be held outside the Bahamas, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. The registers and minutes of meetings must be kept at the registered office. A Bahamas IBC must have a company seal, an imprint of which is to be kept at the registered office.
Incorporation usually takes 3 working days, but we will need up to 10 working days for legalisation of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $1,260. These include:
- Provision of registered office and registered agent
- Provision of company resident secretary
- Annual government fee
An IBC is exempt from Bahamian exchange control, from stamp duty and from other taxes and estate duties for 20 years from the date of incorporation. Business conducted by an IBC outside of the Bahamas is exempt. Unlike most other jurisdictions, a Bahamas IBC may do business locally and may own local real estate. Any such local transactions, however, are subject to exchange controls and stamp duty.
AUDIT AND ACCOUNTING
There is no requirement to file audited accounts or annual returns with the authorities. A company shall ensure reliable accounting records to be kept in relation to all sums of money received and expended by the company and the matter in respect of which such receipt and expenditure takes place, inclusive of all sales, purchases and other transactions. Records must also be kept in relation to the assets and liabilities of the company.
Please note that this requirement does not refer to the company’s requirement to prepare financial statements; it only requires companies to maintain all proper and underlying documentation (such as invoices, receipts and contracts) that will correctly explain all of the company’s transactions, enable the financial position of the company to be ascertained at any time with accuracy, and allow the preparation of financial statements to be prepared when necessary. The mentioned accounting records must be maintained for a minimum period of five years as from the date of the transaction to which the records relate.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the Corporate Registry
- 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 resident secretary for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of the Bahamas.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three 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 one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.