Bahamas Company Restoration
We ascertain the fees and penalties from 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
- Government Restoration Fee – US$1000
- Government Restoration Penalty Fee – US$100 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 (plus US$175 overdue fine per year)
- Court Fee – US$1000
- Bahamas Lawyers fee in the region of – US$5000 – $8000
- Registered Office Annual Fee – £800
- Due Diligence Fee – per Director & Shareholder – £80
- Company Search – £220
- Our Assistance Fee to Restore Bahamas Company – £1200
- 3% Transfer fee – for penalties, fees and charges to the Bahamas – to cover exchange rate changes, bank charges and fees
These estimated fees are provided assuming this is a straight forward reinstatement.
Timeline to restore
It typically takes between 4 – 5 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.
We must obtain Know Your Client documentation on the Directors and Ultimate Beneficial Owners (UBO) of the company.
These include the following documents:
- Corporate structure
- Passport photo page of each Director/UBO
- Utility bill of each Director/UBO
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 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 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.
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
The company or a creditor, member or liquidator may apply to the court to have the name of the company restored to the Register.
Effect of a company being struck off
Where the company has been struck-off the Register the company and the directors, shareholders, liquidators and receivers thereof 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; or
- Act in any way with respect to the affairs of the Bahamas company
The fact that the name of a company is struck off the Register does not prevent:
- that company from incurring liabilities
- any creditor from making a claim against that company through to judgement or execution; or
- the appointment by the court of an official liquidator for that company under section 168
Company Restoration Process
In order for a struck off company to be restored by the Bahamas Registry the following fees must be paid:
- Pay all of the annual government fees it would have paid as if it had remained active
- Pay the government restoration fee to the Bahamas registry
- Payment of all unpaid Registered Agent fees
- Bahamas Agents fee
- Registered Office fee
When all the fees and penalties are paid, the Registrar shall restore the name of the company to the register and upon the restoration the company shall be deemed never to have been struck off.
Legal Costs & Expenses on Company 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 $8,000, 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.