International Business Companies Act – Company Law

Companies incorporated in the Bahamas must comply with the provisions outlined in the Bahamas International Business Companies Act. Below are key extracts from the Act, along with information on how to access the full document.

Company Name 

The word “Limited”, “Limited Liability Company”, “Corporation”, “Incorporated”, “Gesellschaft mit beschrankter Haftung”, “Societe Anonyme” or “Sociedad Anonima” or its respective abbreviations shall be at the end of the name of every company with limited liability.

No company shall be incorporated under this Act under a name that —

• is identical with another company or so nearly resembles the name of another company as to be calculated to deceive
• includes the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Royal”, “Trust”, or a word conveying a similar meaning, or any other word that, suggests any connection with Her Majesty or any member of the Royal Family or the Government of The Bahamas

Registered Office and Registered Agent

Requirements: A company must maintain a registered office and a registered agent in The Bahamas at all times. Only individuals or entities licensed under the Financial and Corporate Service Providers Act may act as registered agents.

Memorandum of Association

The Memorandum must include:

• Company Name: The name of the company.
• Office Location: The address of the registered office and agent in The Bahamas.
• Objectives: The company’s objectives or purposes for incorporation.
• Share Currency: The currency in which shares will be issued.
• Capital Structure: Details on authorized capital, including par value and the number of shares authorized.
• Classes of Shares: Information on the classes and series of shares, including designations, powers, preferences, rights, and any limitations.

Directors

Subject to any limitations in its Memorandum or Articles, the business and affairs of a company incorporated under this Act shall be managed by at least one director who may be an individual or a company.

The number of directors shall be fixed by the Articles and, subject to any limitations in the Memorandum or Articles, the Articles may be amended to change the number of directors.

The directors shall have all the powers of the company that are not reserved to the members under this Act or in the Memorandum or Articles or in any unanimous shareholder agreement.

Shareholders

All the shareholders of a company among themselves or all the shareholders of a company and a person who is not a shareholder of a company, may by a written agreement restrict in whole or in part, the powers of the directors of the company to manage the business and affairs of the company, and any such agreement if not otherwise invalid, shall be valid.

Certificate of Good Standing

The Registrar shall, upon request by any person issue a certificate of good standing under his hand and seal certifying that a company incorporated under this Act is of good standing if the Registrar is satisfied that:

• The name of the company is on the Register
• The company has paid all fees, licence fees and penalties due and payable.
• The certificate of good standing issued shall contain a statement as to whether the company has submitted to the Registrar articles of merger or consolidation that have not yet become effective
• The company has submitted to the Registrar articles of arrangement that have not yet become effective
• The company is in the process of being wound up and dissolved; or
• Any proceedings to strike the name of the company off the Register have been instituted

Company Restoration

If the name of a company has been struck off the Register , the company or a creditor, may within five years immediately following the date of the striking off, apply to the Registrar to have the name of the company restored to the Register and upon payment to the Registrar of the prescribed fee and all fees due under this Act, the Registrar shall restore the name of the company to the Register and upon restoration of the name of the company, the name of the company shall be deemed never to have been struck off the Register.