GENERAL

A foreign Company may carry on any business or undertaking in The Bahamas if it registers under the Companies Act (No. 18 of 1992) (the "Act"). This provision in the Act does not obviate the need for a foreign company to be also licensed in respect of such business or undertaking under the provisions of other relevant statutes of The Bahamas, some of which are mentioned below.

DEFINITION

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.

EXAMPLES

Examples under the Act of what will amount to an "undertaking" include the following:-

  • the keeping of a place of business;
  • the holding of a licence (or being required to do so) for specified business;
  • the holding of a licence (or being required to do so) for selling its own securities; and
  • having a local telephone listing.

PROCEDURE FOR REGISTRATION

To be registered under the provisions of the Act, the foreign Company must deposit with the Registrar General particulars about the Company and a copy of the constitutional documents of the foreign Company duly certified and authenticated under public seal of the country under whose laws it was incorporated.

Upon payment of fees and filing the required documentation, the Registrar General shall issue a Certificate of Registration and publish a notice of such registration in the Gazette.

EFFECT OF REGISTRATION

Upon registration, and the issue of any necessary licence to it, the foreign company may carry on its undertaking in The Bahamas and the provisions of the Act will apply to the foreign company (including the requirement of filing an annual statement listing its shareholders, directors and officers). The foreign company, therefore, has the same capacity as a company under the Act. A company incorporated under the Act has the capacity and all the legal rights, powers and privileges of an individual of full capacity, unless those rights, powers and privileges are limited by the Memorandum of Association or the Charter or other equivalent document of the company.

FEES

There is a Government Registration fee of $1000.00 payable on the 1st January of each year except that it is not payable in respect of the year of registration and if the registration should occur after the 1st July then neither is the fee payable for the next ensuing year.

In addition there is a registration fee in the amount of $50.00 and stamp duty in the amount of $600.

MISCELLANEOUS

  • Upon registration, the foreign Company must maintain a registered office in The Bahamas, the address of which must be notified to the Registrar General.
  • 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.
  • The name must also be given on all commercial and other instruments of the foreign Company.
  • Each non-Bahamian employee engaged in The Bahamas by the foreign Company will require a work permit from the Ministry of Labour, Immigration and Training.
  • Foreign companies should also submit an application in the prescribed form to the Bahamas Investment Authority for National Economic Council clearance if their turnover is within The Bahamas or if they seek to employ more than 2 non-Bahamians.

BUSINESS LICENCE/EXCHANGE CONTROL

If the proposed undertaking of the foreign Company is to be carried on with a view to obtaining a turnover or 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 should also apply to the Central Bank's Exchange Control Department for "resident " or "non-resident" designation depending on whether the turnover from its business is within or outside The Bahamas. The Exchange Control Department's approval will also be needed for the operation of US dollar bank accounts in The Bahamas and to receive contract payments in US currency if the foreign Company is designated "resident" by the Central Bank's Exchange Control Department.

Business licence fees for "resident" designated Companies will be based on the turnover of the foreign Company per annum and fees for "non-resident" designated Companies is a flat $100.00 per annum.

The contents of this article are intended to provide a general guide to the subject matter. Advice should be sought about specific circumstances.