Bahamas Company Restoration
We obtain the fees and penalties due to the Registrar relating to your company and obtain an approval letter for the reinstatement of your company.
Depending on when the company was struck off (generally anything more than 2 years), we will also need to apply to the Financial Secretary/Cabinet to obtain approval for reinstatement.
The International Business Companies 2010 Act stipulates that when a Bahamas company has been struck off the Companies Register for non-payment of fees for a period exceeding five years, an application has to be made to the Bahamas Company Court for the company to be restored.
The court have to be satisfied that it would be fair and reasonable for the company to be restored to the Register. If granted, all of the annual fees and payments would need to be brought up to date.
| Bahamas Company Restoration fees | |
|---|---|
| Fee to Restore Bahamas Company | £1500 |
| Government Restoration fee | US$1500 |
| Government Restoration Penalty fee | US$520 per year |
| Drafting Resolution to appoint new Bahamas registered agent | US$150 |
| Filing fee to appoint new Registered Agent | US$150 |
| Annual Filing fee | US$350 |
| Overdue Annual Filing fee fine per year | US$200 |
| Court Fee | US$1000 |
| Bahamas Lawyers fee in the region of | US$5000 – US$8000 |
| Registered Office Annual fee | £800 |
| Due Diligence – per Director & Shareholder | £80 |
| Company Search and checking the company file | £220 |
| 2% Transfer fee – for penalties, fees and charges to the Bahamas – to cover exchange rate changes, bank charges and fees |
Company Restoration Timescale
It typically takes between 4 – 6 weeks for the court order to be obtained and for the company to be restored, subject to acceptance of the due diligence. This time frame can however be more lengthy depending on the availability of court dates and if we require approval from the Financial Secretary/Cabinet.
Documents required for Bahamas Restoration
We must obtain documentation on the Directors and Ultimate Beneficial Owners of the company.
These include the following documents:
- Passport photo page of each Director and the UBO
- Utility bill of each Director and the UBO
Company documents required:
- Register of Directors, Officers and Shareholders
Restoring a Bahamas Company to the Register
If the name of a company has been struck off the Register under section 165 of the IBC Act of 2010, the company or a creditor, member or liquidator thereof, 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.
The Registrar shall restore the name of the company to the Register and upon restoration of the name of the company to the Register, the name of the company shall be deemed never to have been struck off the Register.
The IBC 2010 Act stipulates that when a Bahamas company has been struck off the Companies Register for non-payment of fees for a period exceeding five years, an application has to be made to the Court for the IBC to be restored.
Effect of a Company being Struck off
Where the company has been struck-off the Register the company and the directors, shareholders may not:
- Commence legal proceedings
- Carry on any business or in any way deal with the assets of the company
- Defend any legal proceedings
- Make any claim or claim any right for, or in the name of the company
Bahamas Court Restoration
- Obtain a company search
- Obtaining and perusing relevant filings and various related documents
- Drafting and completing the documents necessary for the application
- Drafting the restoration order
- Serving documents and communicating with on the Registrar of Companies
- Advertisement if required
- Filing the application with the Court if necessary
- Attending court hearing
Disbursements or Expenses:
- Outstanding filing fees on annual returns
- Penalty for late filings and other penalties
- Court filing fees
- Filing fees to the Companies Registry on the restoration application
Once we have the required information and approval, the court application documents are drafted with an affidavit of a director or a shareholder which needs to be signed in front of a notary.
The court will eventually require the original notarised affidavit to complete the reinstatement application.
On submission of the Court and company documents, the court order is issued for the restoration of the company to the Registrar together with payment of the fees and penalties and they issue a Certificate of Restoration.
Lawyers fee are around $7,000, depending upon any objection to the application by the Attorney General Office’s Lawyer, who will appear for the Registrar of Companies.
The Court may award a portion of the Registrar’s costs to be paid by the applicant company, we expect this to amount to around $3,000.
Company Directors and Shareholders
When a Bahamas company is restored, the previous Directors, Company Secretary, Shareholders and Registered Office are automatically assumed to have continued.