Corporate Services

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IBC’s Foundations
Domestic Companies Companies Incorporation
Custody Account Services

IBC’s

LENO is pleased to provide you with an Introduction to Bahamian International Business Companies

As a major offshore financial centre, The Bahamas offers potential investors a particularly useful corporate vehicle, namely the International Business Company, or IBC.

 

Required Documents to establish an IBC
Fiduciary Services related to IBC’s
IBC Incorporation Questionnaire Accounting & Bank Account Administration
Company Due Diligence & Compliance Form Trust Administration
Client Verification Statement Preparation and execution of Trusts
Client Verification Requirements Acting as Trustee
Schedule of Fees Acting as Settlor

*Government Fees & Charges

(Filing Memorandum & Articles of Association, etc.)

Provision of nominee shareholders along with Declaration of Trust

**LENO Fee & Charges

Preparation and execution of powers of attorney

 

NOTE * If you are interested in this particular service, please feel free to contact us so that our Leno Representative can email you all of the relevant forms mentioned above.

 

Bahamian IBC’s have four main advantages:

  • Speed of formation:   
    IBC’s can usually be formed within 24 hours of filing the proper documentation.
  • Low costs:
    The annual license fee is payable on 1st January of each year. There are no direct taxes charged on the income, capital profits and distributions of IBC’s, nor is there any form of value added tax. There is no guarantee that this will continue indefinitely however, The Government of The Bahamas has made it clear that corporate taxation is not considered part of their policy for the management of the economy.
  • Privacy and protection of shareholders:
    Bahamian IBC’s do not need to file annual financial reports or the names of its shareholders. IBC’s must issue registered shares.
  • Flexibility:
    IBC’s may be limited by shares or guarantee or be unlimited. They are also exempt from exchange control regulations if their operations are, or are intended to be, exclusively overseas.

An IBC is a company formed in The Bahamas that does not:

  • Facilitate any criminal activity or any purpose which is prohibited by any law in force in the Bahamas

Some of the legal requirements of an IBC are as follows:

  1. Minimum of one shareholder. (They can be nominees executing declarations of trust and endorsing the share certificates in blank).
  2. Must have a Registered Agent and Registered Office in the Bahamas and a copy of the Memorandum and Articles of Association and all amendments thereto, a register of all its directors and officers, an imprint of the corporate seal and any such other records as may be prescribed by Ministerial order (none at present) must be kept at the Registered Office.
  3. Minimum of one director, none of whom need to be resident in the Bahamas
  4. Copy of the register of directors and officers must be filed with the Registrar and is open to inspection by the public.
  5. A general meeting of the shareholders must be held at least once in every year

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Foundations

In 2004, The Bahamas Government enacted legislation to permit the establishment of Foundations, reinforcing the already comprehensive legislation armed at the private wealth management industry.

A Foundation is its own legal entity and can be considered a hybrid vehicle between a Trust and a Company. It is suitable for clients from a civil law country where the trust concept is not well known.

(There are many uses of foundations) Foundations and can be used for:

  • estate and tax planning,
  • asset protection,
  • preserving family wealth and confidentiality,
  • Segregation of assets and establishing charities.

In instances where the clients are not comfortable using a third party trustee, The Bahamas Foundation enables him to maintain an element of control over the assets while providing anonymity of ownership.

Strategically speaking; including a foundation as a part of your estate and inheritance planning can allow you greater flexibility to achieve your individual asset holding and distribution objectives. This distinct legal entity can also support any charitable or non-charitable interests you may have.

Foundations – Finding the Financial Flexibility Your Wealth Needs

  • As a Founder; you reserve powers as provided by the charter
  • As a Founder; you may assign reserved powers
  • When placed within the foundation, your assets are owned solely by the foundation
  • Sensitive assets, which may not be easily held within a trust structure, are held securely within the foundation
  • With no perpetuity period rules applicable to foundations, your foundation will enjoy continual, unending succession should you chose that as an option
  • A change in a foundation’s governing body does not change the legal ownership of the foundation’s assets
  • Council members do not need to be located in The Bahamas
  • Your foundation, if necessary can be relocated to another country

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Domestic Companies

Trading as a private limited liability company enables a person to protect himself from the debts and liabilities of the company while being entitled to enjoying all the profits earned by the company.

Domestic companies incorporated in The Bahamas are governed by The Companies Act 1992 for the purpose of carrying on local business. Companies registered under the Act can carry on various types of business in The Bahamas including:

a. Real Estate transactions in The Bahamas (including property and resort development)

b. Commercial enterprises with residents of The Bahamas in Bahamian dollars

c. Banking and Trust business

d. Insurance business

e. Manufacturing

The Act also provides for public companies, non-profit companies and foreign companies. Companies usually conduct business with Bahamian residents in Bahamian dollars, but in special cases they are permitted by the Exchange Control Department of The Central Bank of The Bahamas to maintain foreign currency accounts subject to certain reporting requirements, terms and conditions.
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Company Incorporation

The first step in the process of incorporating a company is the reservation of a name for the company. The Registry in the Registrar General’s Office provides a 24-hour company name reservation service and confirmation of a name is guaranteed immediately in most cases.

A Memorandum of Association must be filed with the Registrar General. It must be signed by at least two subscribers (who must subscribe for at least one share each) in the presence of at least one witness.

Management of the Company

The Act provides that the Bahamian Company shall be managed by at least two directors. Nominee officers and directors as well as shareholders can be utilized.

A notice of the names of persons consenting to be directors must be filed with the Registrar along with the Articles of Association.

Filing Requirements

  1. All companies must file with the Registrar the names of the officers, directors, managers, and a registered office address.
  2. Every company which has a capital divided into shares must file an annual return at the Registry containing the following information:
    • A list of members stating the names, addresses and occupations of all members mentioned and the number of shares held by each and the names of those who have ceased to be members.
    • The amount of the company’s capital and number of shares into which it is divided.
    • The number of shares taken from the formation of the company up to the date of the summary.
    • The amount of calls made on each share, the total amount of calls received, the total number of calls unpaid, the total number of shares forfeited.
    • The registered number of the company.
  3. All companies must also file an annual return declaring whether or not Bahamians beneficially own sixty (60) per cent of its shares.

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Custody Account Services

Tougher regulation and increasingly demanding investor requirements drive the need for a competent and reliable partner who can meet any and all market developments. As a part of our continuing effort to provide the complete spectrum of financial services, Leno Corporate Services offers Custody Account Services.

Custodians effect settlement of trades (that is, completion of a transaction, wherein the seller transfers securities or financial instruments to the buyer and the buyer transfers money to the seller) and provide safekeeping of the assets on behalf of clients.

The services also include:

  • account administration,
  • transaction settlements,
  • collection of dividends and interest payments

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