Registration of Foreign Companies in The Bahamas

The Companies Act 1992 which came into force on the 1st August, 1992 contains provisions for the registration of foreign Companies in The Bahamas.

A foreign Company, for purposes of registration under the Act, includes any body formed outside The Bahamas whether it is an incorporated body or an unincorporated one.

If a foreign Company wishes to begin or carry on any business or undertaking in The Bahamas after the 1st August, 1992 then it must register under the Act. (This requirement is waived however in the case of foreign Companies who have carried on an undertaking in The Bahamas prior to that date.)

Examples under the Act of what will amount to an ‘undertaking’ include the keeping of a place of business; the holding of a licence (or being required to do so) for specific business; the holding of a licence (or being required to do so) for selling its own securities. If a foreign Company has a local telephone listing in The Bahamas an undertaking is presumed.

Procedure for Registration

1. The foreign Company must file:

(a) a Statement containing information as in the attached Form I;

(b) if the Statement at (a) is in a language other than English, a translation thereof into English certified as a true copy. This Certificate should be given by a Notary Public or a translator before a Notary Public;

(c) a Declaration by a Director as in the attached Form II;

(d) a Declaration by an Attorney as in the attached Form III. We are available to assist in this connection; and

(e) a copy of the Charter and Bye-laws or other constitutional documents of the foreign Company certified as a true copy. This Certificate should be given by the proper officer of the Registry or Agency where the foreign Company is registered [in The Bahamas this would be the Register General]. If possible the document should be further legalised by Apostille in those jurisdictions where the Apostille is available.

If the copy of the Charter and Bye-laws are not in English a certified translation will be required. 

2. There is a registration fee in the amount of $50.00.

3. The Registrar General shall issue a Certificate of Registration and publish a notice in the Gazette.

Effect of Registration

The foreign Company upon registration may carry on its undertaking in The Bahamas in accordance with its Certificate and with the general provisions of the Act.

Miscellaneous

1.   The foreign Company must maintain a registered office in The Bahamas the address of which must be notified to the Registrar General.

2.   The name and the place of business of the foreign Company must be exhibited outside the registered office and outside all its other places of business in The Bahamas.

3.   The name must also be given on all commercial and other instruments of the foreign Company.

4.   If the proposed undertaking of the foreign Company is to be carried on with a view to obtaining a turnover or the receipt of money from that business within The Bahamas then the foreign Company will be obliged to obtain an annual licence under the Business Licence Act. The foreign Company can however apply to The Bahamas Exchange Control for their designation as “non-resident” in which circumstance fees payable in respect of its business licence will be a flat $100.00 per annum (and not as otherwise, a fee based on the turnover). If you require further detail on this, let us know.

(FORM I)

[ NAME OF COMPANY]

STATEMENT GIVEN IN PURSUANCE OF SECTION 182(1)

OF THE COMPANIES ACT, 1992

(a) THE NAME OF THE COMPANY IS [name ]

(b) THE COMPANY WAS INCORPORATED IN [country or state ]

(c) THE COMPANY WAS INCORPORATED ON

(d) THE COMPANY WAS INCORPORATED AND ORGANIZED UNDER THE LAWS OF ON 19 , BY

(e) THE CORPORATE INSTRUMENTS OR CONSTITUTIONAL DOCUMENTS OF THE COMPANY ARE ITS [state whether Charter, Byelaws, Memorandum of Association, Articles of Association or whatever as the case may be]

(f) THE DURATION ACCORDING TO ITS CORPORATE INSTRUMENTS OF THE COMPANY IS [state Perpetual or other period as the case may be]

(g) THE LIABILITY OF THE SHAREHOLDERS IS LIMITED TO THE EXTENT OF [state: the payment of share capital or however else liability may be limited as the case may be]

(h) THE PROPOSED UNDERTAKING OF THE COMPANY IN THE BAHAMAS IS to [ insert purpose]

(i)   THE COMPANY INTENDS TO COMMENCE ITS UNDERTAKING IN THE BAHAMAS [state date, period after registration, period after being licensed, etc. as the case may be.]

(j)   THE AUTHORISED OR STATED CAPITAL OF THE COMPANY IS [state authorised or nominal capital amount] DIVIDED INTO [state number] SHARES [state par value, if any]. THE NUMBER OF SHARES THAT HAVE BEEN SUBSCRIBED FOR ARE [state number]. THE NUMBER OF SHARES THAT ARE FULLY PAID UP ARE [state number]

(k) THE PRINCIPAL ADDRESS OF THE COMPANY OUTSIDE THE BAHAMAS IS [state address of registered office]

(l)   THE PRINCIPAL ADDRESS OF THE COMPANY IN THE BAHAMAS IS           , Nassau, Bahamas

(m) DETAILS OF THE DIRECTORS OF THE COMPANY ARE THE FOLLOWING:-

 

NAME ADDRESS OCCUPATION

                                                                                                                                          (FORM II)

[Country]

[City]

DECLARATION MADE PURSUANT TO SECTION 182(2)

OF THE COMPANIES ACT 1992

_____________________________________________

I, the undersigned Director of [name of Company] hereby declare for and on behalf of the said Company that the particulars relating to it and which are set out in the attached Statement are correct and true.

IN WITNESS WHEREOF I have hereunto set my hand this        day of  2005 .

_______________________________________

[Name of declarant]

DIRECTOR, [Name of Company]

(FORM III)

COMMONWEALTH OF THE BAHAMAS

New Providence

DECLARATION MADE PURSUANT TO SECTION

182(2) OF THE COMPANIES ACT 1992

_________________________________________

I, the undersigned, a Counsel and Attorney-at-Law of  #4 Cable Beach Court , West Bay Street, Cable Beach, New Providence, Bahamas and an associate of Anthony Thompson & Company Counsel and Attorneys-at-Law hereby declare that [ name of company] has complied with the requirements of section 182 of the Companies Act 1992 in order to register as a foreign Company and have issued to it a Certificate of Registration.

 

_____________________________

[Attorney’s name]

Before me, at Nassau, New Providence this       day of 2012

_____________________________

NOTARY PUBLIC

This post is intended for your information only and nothing contained in this post is intended to constitute a legal opinion.  If you require specific advice you should contact a Bahamian corporate attorney or Bahamian corporate services provider.  You can contact a Bahamian corporate attorney or a Bahamian corporate services provider by clicking here.