BAHAMAS Law and Practice Contributed by: Judith Whitehead KC, Michaela Sumner-Budhi, Sean McWeeney Jr., Charisma Romer-Cartwright and Hubert Edwards, GrahamThompson
Companies Incorporated Under the International Business Companies Act Companies incorporated under the International Business Companies Act are subject to the following reporting and disclosure requirements. • A written notice of the execution or termination of a Unanimous Shareholder Agreement must be filed with the Registrar of Companies within 15 days of the execution or termination of the agreement. • A copy of the register of directors and officers of the company and a notice of a change in officers must be filed with the Registrar within 12 months of such change. • The requisite resolutions amending the memoran - dum or articles of association of an international business company must be submitted to the Reg - istrar within 28 days after such amendment. Recent Updates to Reporting and Disclosure Obligations The Financial Action Task Force (FATF) adopted revi - sions to Recommendation 24 to reinforce global standards on the transparency of nominee sharehold - ers and nominee directors. These revisions require jurisdictions to ensure that nominee arrangements are not misused to conceal beneficial ownership. The Bahamas, in adopting the provisions of Recommenda - tion 24, amended the International Business Compa - nies Act (“IBC Act”), the Companies Act (CA), and the Register of Beneficial Ownership Act (“ROBO Act”) by the International Business Companies (Amendment) Act 2025, the Companies (Amendment) Act 2025, and the Register of Beneficial Ownership (Amendment) Act 2025, respectively, to impose restrictions concerning nominee director and nominee shareholder arrange - ments. The recent amendments to the IBC Act and the CA require (i) disclosure of both the nominee and the person(s) on whose behalf the nominee holds the shares in the company’s share register, and (ii) main - tenance of declarations of trust in respect of the nomi - nee relationship. The ROBO Act was amended such that both the nominee and the person(s) on whose behalf the nominee holds the shares are required to be disclosed in the Beneficial Ownership Secure Sys - tem. Additionally, the CA and IBC Act were amended
Companies Act and the International Business Com - panies Act. The main steps under both Acts are: • reservation of the company name with the Regis - trar of Companies; • filing of a memorandum of association with the Registrar of Companies; • filing of the articles of association with the Regis - trar of Companies; • filing of a statutory declaration with the Registrar of Companies; and • payment of requisite stamp duty and incorporation fees. 3.3 Ongoing Reporting and Disclosure Obligations Companies Incorporated Under the Companies Act Companies incorporated under the Companies Act are subject to annual reporting and disclosure require - ments. The following lists must be submitted to the Registrar of Companies. • A register of the managers and directors, and amendments thereto, along with their addresses and occupations. • A listing of the shareholders of the company, their names and addresses, and the number of shares held by each person must be submitted to the Registrar following the annual ordinary gen - eral meeting of the company. A separate register containing the names and addresses of each shareholder as well as the names and addresses of persons who hold shares in a nominee capacity must be filed with the Registrar. • A declaration of whether 60% of the shares of a company are beneficially owned by Bahamians must be made to the Registrar of Companies on an annual basis. • A copy of a resolution of the members altering a company’s memorandum or articles of association must be submitted to the Registrar. • A written notice of the execution or termination of a Unanimous Shareholder Agreement must be filed with the Registrar of Companies within 15 days of the execution or termination of the agreement.
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