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Bahamas
Company formation in brief
Bahamas is an offshore jurisdiction with a recognised concept of a tax exempt company (and/or offshore company, International Business Company, trust, foundation etc.) registration. All offshore companies incorporated there are registered in the form of International Business Companies (IBC), which by their organizational and legal status are closed limited liability companies.
An offshore company registered in the Bahamas is not allowed to conduct business with residents of the Bahamas and invest in property of any kind located on the islands, except for the maintenance of its registered office. An offshore company is also not allowed to engage in banking, trust, insurance or reinsurance and provide its registered office address for the needs of other companies. In fact, such an offshore company is only allowed to operate outside the Bahamas.
The company has the right to open bank accounts in the Bahamas, use the services of local lawyers, maintain and store financial documents and financial statements, and hold meetings of directors and shareholders. These offshore companies are allowed to own shares or debentures of other companies registered in the Bahamas. Bahamian residents may also own shares in such offshore companies.
A company formation in the Bahamas could be arranged with a professional registered agent providing incorporation, virtual office and other corporate services in the Bahamas. To set up a company in the Bahamas is possible by correspondence, but to open a bank account in the ab will, most probably, require a personal visit.
Only registered agents with local licenses can apply for the registration of an offshore company in the Bahamas and in order to establish such a business, it is necessary to submit to the Registrar of Companies of the Bahamas the memorandum and articles of association of the future offshore company.
There are no requirements for the size of the capital of an offshore company, however, the rates of annual license fees depend on its size. If the share capital does not exceed US$ 50,000, then the license fee is US$ 350; if the capital is more than US$ 50,000, the contribution is US$ 1,000.
The Bahamas offshore company can only issue registered shares, which can be either with the declared par value of the shares or without it. By law, directors of companies can issue certificates of shares only against the guarantee of their payment by shareholders in cash or other property.
The minimum number of directors and shareholders for a company in the Bahamas is one, and a director can be a shareholder. The directors and shareholders of offshore companies in the Bahamas can be individuals or legal entities.
All offshore companies are required to have a registered office and registered agent in the Bahamas.
An offshore company in the Bahamas is required to maintain a register of shareholders, as well as minutes of meetings of directors and shareholders. These documents, along with data on directors and shareholders, are internal documents of offshore companies and are not available to the public.
The seal must be kept at the company's office and the print must be approved at the first meeting of directors. While company records are not subject to public review, they are available for review by shareholders if there are valid reasons for doing so.
The legislation does not provide for the mandatory submission of an annual financial or other report by offshore companies in the Bahamas.
It is important for the directors and owners of Bahamian offshore companies to remember that if the offshore company does not pay its annual government renewal fees, it will be struck off the register one year after the last payment of the fees. At the same time, the law clearly explains that a company that has been struck out of the register does not have the right to continue its economic activity, anywhere and, in particular, to manage its bank accounts, although the directors and shareholders of the struck out offshore company continue to be FULLY liable for the debts and obligations of such an offshore company. companies.
The struck off offshore company can, having paid the required duties and fines, be quite easily restored in the register of the Bahamas ONLY WITHIN 5 YEARS from the date of the deletion. After this period, the restoration of an offshore company in the Bahamas is carried out only through a local court, the decision of which can be either positive in terms of the restoration of the company, or negative.
Offshore companies are exempt from foreign exchange controls in the Bahamas.
Any offshore company can be relocated to the Bahamas.
There are no taxes for offshore companies in the Bahamas.
The Bahamas has passed the Economic Presence Acts and the Beneficial Ownership Registry Act, under which the relevant government authority is implementing a mechanism through which all local registered agents enter information on the beneficiaries of all legal entities to a Central Online Register. The Companies Register is not open for public without authorization of the competent authority.
The Bahamas legislation stipulates that all offshore legal entities must comply with the CESRA filing obligations annually. The fiscal year end is determined/set by directors of an offshore entity. Many entities choose the same as the calendar year (January 01st to December 31st).
Please note that the deadline for economic substance filing is within 9 months following the expiration of the offshore company’s fiscal year-end.
Note, the responsibility to comply with economic substance rests with the Director(s) of an offshore company.
WHAT ARE THE PENALTIES?
An administrative penalty of $150,000 for failing to comply with the requirements of CESRA with a possible further administrative penalty of $300,000 and in certain circumstances the entity concerned being struck off the Registrar of Companies.
The International Business Companies (Amendment) Act, 2025 (the “Amendment Act”) introduces significant regulatory changes impacting nominee shareholders and nominee directors of International Business Companies (IBCs) incorporated in The Bahamas. The Amendment Act became effective on January 19th, 2026.
The amendments aim to enhance transparency, strengthen beneficial ownership obligations, and prohibit the use of nominee directors within Bahamian IBCs.
The amendments introduce the following key provisions:
Nominee Shareholder Arrangements:
All nominee shareholder arrangements must be clearly disclosed, with the underlying principal designated as the beneficial owner for Beneficial Ownership purposes.
All existing nominee shareholders are required to execute a written declaration of trust identifying the beneficiaries and must ensure that a record of this declaration is kept at the company’s registered office.
The fact that shares are held by a nominee must be expressly stated in the Memorandum and the Register of Members.
Penalties
A person or a company who fails to identify and verify beneficial owners, or to notify any changes within 15 days of such changes commits an offence punishable by a fine of up to $40,000.00, imprisonment for up to 5 years, or both.
Prohibition of Nominee Directors
The use of nominee directors acting on behalf of another person under any express or implied agreement, or arrangement is no longer permitted.
A nominee director, for avoidance of doubt, is defined by the Amendment Act as a person who is appointed as a director on behalf of another person under any form or control, instruction, or influence, whether formal or informal, direct or indirect, other than the exercise of proper corporate governance or fiduciary duty.
Existing nominee directors must cease acting within six months of the Act’s commencement (by July 18th, 2026).
Within seven days of ceasing to act, the individual must provide a declaration to the Company and Registrar confirming that they are no longer acting under another person’s control or direction.
Failure to comply will result in the Registrar issuing a notice of disqualification, prohibiting the individual from acting as a director of any IBC.
Penalties
Any person acting as a nominee director or any person who appoints/permits such an appointment, commits an offence punishable by afine of up to $50,000, imprisonment for up to 12 months, or both. Companies that knowingly retain a nominee director may be fined $1,000-$3,000 per day for each day the breach continues.
Companies that currently employ nominee directors should begin a structured transition process to ensure compliance with the Amendment Act. This includes immediately identifying any directors who fall within the definition of a nominee director and initiating steps to remove or replace them within the mandated six‑month transitional period (July 18th, 2026). Companies must also ensure that each affected director submits the required declaration to both the company and the Registrar, confirming that they are not nominee directors or are no longer operating under another’s control.
Therefore, every company is obliged to submit the required documents to us as your Registered Agent and proceed with the necessary filings.
The Bahamas have not entered into double taxation treaties.
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