The Commonwealth of the Bahamas is an independent member of the British Commonwealth located about fifty miles off the coast of Florida. The country is a well-established offshore location, offering excellent telecommunication, banking and transportation facilities. The official language is English.

   Over 350 banks are located in the Bahamas, primarily in Freeport and Nassau, providing a wide array of services, including stock and commodity trading, mutual fund and Euro-dollar trading.

   The Bahamas are so close to the U.S. that it is possible to fly from New York or other major East Coast cities to Nassau, make transactions in person and fly home on the same day.

   Incorporation and annual fees are very low, and orders are processed quickly. The Companies Registry is equipped with modern sophisticated computers, which heightens speed and efficiency in the processing of documents. Shelf companies are also available. The incorporation and operation of offshore companies in the Bahamas are governed by the IBC Act of 1990.

   An IBC is a company which does not carry on business with persons resident in the Bahamas; nor own an interest in real property situated in the Bahamas otherwise than by holding a lease of property for use as an office; nor does it carry on banking, trust, insurance or reinsurance business or provide a registered office for companies.

   An IBC will not be considered to be carrying on business with persons resident in the Bahamas by virtue only of its holding bank accounts, retaining local professional services, preparing and keeping books and records, holding directors and/or members meetings in the Bahamas.

   An IBC, like any other company, is constituted by a Memorandum and Articles of Association. These documents, however, take on a different form, making them less cumbersome than those of other companies.

   The Articles of Association. This document, as required by an IBC, is much shorter and simpler than the complex document traditionally used in company formation.

   The Memorandum of Association. The Memorandum required by an IBC must contain generally the same information as required by the ordinary company. There is, however, a major advantage provided: that where an IBC’s Memorandum “contains a statement…that the object or purpose of the company is to engage in any act…that it is not prohibited under any Law in the Bahamas, the effect of that statement is to make all acts…that are not illegal, a part of the objectives…of the company… .”

   Thus, the legislation effectively offers a way in which these companies may exempt themselves from the doctrine of ultra vires.

   There is no fixed minimum authorised capital requirement nor is there a maximum limit on the amount of authorised capital. However, an authorised share capital of US $5,000 is the maximum authorised capital permitted for the minimum annual license fee.

   Two or more persons must subscribe to the Memorandum of Association. These subscribers are generally provided by the law firm, bank or trust company that will provide the registered agent/registered office service.

   It is possible for an IBC to issue many kinds of shares including fractional shares, registered shares and bearer shares. Moreover, the shares in an IBC may be issued in various classes. An IBC also has an option of stating in its Memorandum whether or not it will issue share certificates, and a share register is to be kept at its registered office. It can purchase, redeem or otherwise acquire and hold its own shares, but only out of surplus or in exchange for newly issued shares.

   The business and affairs of the company are managed by a Board of Directors consisting of at least one director. Directors may be corporations or individuals and do not need to be residents of the Bahamas. No details of directors or officers have to be disclosed, since this is not a matter of public record. However, a register of all directors and officers must be kept at the Registered Office of the company.

   The first directors of the company are appointed by the subscribers to the Memorandum and Articles of Association, and thereafter the directors may be elected by the members or existing directors.

   Information about the shareholders is not a matter of public record. All of the shareholders of the company may be foreigners, and it is not necessary to hold annual shareholders’ meetings.

   The company must have a registered office and registered agent in the Bahamas. A copy of the directors’ and shareholders’ register must be kept at the registered office.

   The company is required to adopt a corporate seal and the Articles of Association should designate the person authorised to use this seal.

   The only documents that need to be filed with the Registrar of Companies other than the organisation documents are any amendments to the Memorandum or Articles of Association, any mergers and consolidations and the dissolution of the company.

   A company incorporated under the IBC Ordinance may, by resolution of its Board of Directors or Shareholders, continue as a company incorporated under the laws of a jurisdiction outside the Bahamas if permitted to do so by the laws of the jurisdiction outside the Bahamas in which the company is being redomiciled and the company has complied with those laws.

   Also, a company incorporated under the laws of a jurisdiction outside the Bahamas is entitled to continue as a company incorporated under the IBC Ordinance, notwithstanding any provisions to the contrary in the laws of the jurisdiction under which it is incorporated.

   A company is allowed to merge or consolidate with other Bahamas or foreign companies, as long as the surviving or consolidated company complies with the requirements of the IBC Ordinance.

   If the company has not issued any shares, it may be dissolved by resolution of the Board of Directors. In case shares have been issued, the company may be dissolved by a shareholders’ resolution.

   (1) The Annual Fee applies as of January 1 of the calendar year immediately following the year of incorporation or of purchase (or as agreed).

   (2) Bahamas governmental registration tax to be paid annually as of January 1 of the first calendar year following the calendar year of incorporation, purchase or redomiciliation. Surcharges for late payment are 10% by July 31 and 50% by October 31. If by December 31 such fees plus all surcharges are unpaid, the company is struck off the Register on the following January 1.

   (3) The Optional Annual Fee is to be prorated for the time elapsed from the date of incorporation or acquisition through December 31 of the year of incorporation or acquisition and rounded upward to the nearest U.S. dollar on a monthly basis.

   (4) Plus disbursements and expenses of approximately US $

   (5) For a copy of a full set of documents to be made apostille in the jurisdiction will cost a minimum US $.