BAHAMAS Law and Practice Contributed by: Judith Whitehead KC, Michaela Sumner-Budhi, Sean McWeeney Jr., Charisma Romer-Cartwright and Hubert Edwards, GrahamThompson
2.3 Commitments Required From Foreign Investors Generally, the conditions attached to the approval of foreign investors are found within a Heads of Agree - ment (setting out key terms that form the basis on which two parties intend to form a contract) executed between the government of The Bahamas and the foreign investor. In this regard, certain factors such as the sector of the economy being considered for foreign investment, the environment or infrastructure of the area or island being considered, the nature and scope of the foreign investment, the number of jobs expected to be created and any applicable govern - ment concessions will help to determine the type of conditions for a particular foreign investment project. For example, it is often the case that the government of The Bahamas will require within a Heads of Agree - ment that a certain number of jobs be filled by Baha - mians, continuing education and training be made available to employees, suitable infrastructure and essential services be put in place, and safety meas - ures implemented to protect a particular area or envi - ronment, just to name a few. 2.4 Right to Appeal There is no specific legislative framework in place that gives investors the ability to challenge decisions if a particular investment is not authorised by the govern - ment of The Bahamas. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most common forms of legal entity within The Bahamas are companies incorporated under the Companies Act and the International Business Com - panies Act. Some of the main characteristics of each type of com - pany are outlined below. Companies Incorporated Under the Companies Act • minimum number of persons required to incorpo - rate – two; • minimum number of shareholders – two;
• minimum number of directors – two for private companies, three for public companies; • minimum share capital – no; • liability of members – limited by shares, limited by guarantee, limited by both shares and guarantee, or unlimited; • share classes – multiple classes allowed; • uses – local businesses, landholding, non-profits, and private trust companies; • management and governance – outlined in the constitutional documents but otherwise subject to any unanimous shareholder agreement and legisla - tive framework; and • filing with the public registry – amongst other • registered office – yes; • registered agent – no; requirements pursuant to the legislation, an annual return that includes a list of the shareholders and a list of the directors and officers of the company is filed. Companies Incorporated Under the International Business Companies Act • minimum number of persons required to incorpo - rate – two; • minimum number of shareholders – one; • minimum number of directors – one; • minimum share capital – no; • liability of members – limited by shares, limited by guarantee, limited by both shares and guarantee, or unlimited; • share classes – multiple classes allowed; • uses – local businesses, landholding, non-profits, and private trust companies; • management and governance – outlined in the constitutional documents but otherwise subject to any unanimous shareholder agreement and legisla - tive framework; and • filing with the public registry – amongst other requirements pursuant to the legislation, a register • registered office – yes; • registered agent – no;
of directors and officers is filed. 3.2 Incorporation Process
Within 48 hours from receipt of the relevant docu - ments, a company may be incorporated under the
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