International Business Companies Act – Company Law

Companies incorporated in the Bahamas must be in accordance with company law declared in Bahamas International Business Companies Act. You will find below the key extracts from the Bahamas International Business Companies Act along with the full act.

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

A company shall at all times have a registered office and registered agent in The Bahamas. No person shall act as registered agent unless he is licensed to carry on the business of financial and corporate services pursuant to section 3 of the Financial and Corporate Service Providers Act.

Memorandum of Association

The Memorandum shall include the following particulars:

• the name of the company;
• the location in The Bahamas of the registered office and agent of the company;
• the objects or purposes for which the company is to be incorporated;
• the currency in which shares in the company shall be issued;
• in the case of a company limited by shares, a statement of the authorised capital of the company setting forth the aggregate of the par value, if any, that the company is authorised to issue and the amount, if any, to be represented by shares without par value that the company is authorised to issue;
• a statement of the number of classes and series of shares
• a statement of the designations, powers, preferences and rights, and the qualifications, limitations or restrictions of each class and series of shares that the company is authorised to issue

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.