BAHAMAS Law and Practice Contributed by: Alistair Chisnall and Erica Paine, Graham Thompson
shares, redeemable shares or any combination thereof are permitted, but only registered shares are permit - ted; bearer shares are not permitted. Generally, the preferred minimum authorised capital is USD5,000 divided into 5,000 shares of USD1 par value each. Similarly, the majority of Domestic Companies are incorporated with an authorised share capital of USD5,000 divided into 5,000 ordinary shares of USD1 each, although other options and amounts are avail - able, and these can be tailored to meet the require - ments of the investor. 5.5 Applicable Governance Requirements Every IBC must have a registered agent and main - tain a registered office in The Bahamas. An IBC may have a sole director and/or a sole shareholder. The appointment of officers is optional. The powers and objectives of an IBC are typically to engage in any activities that are not prohibited under any law in force in The Bahamas. A Domestic Company must also have a local regis - tered office. The company must have a minimum of two directors, two shareholders, a president and a secretary. The constitutional documents of both an IBC and a Domestic Company (ie, the memorandum and articles of association) determine the powers of its board of directors and officers, and the management of the affairs of the company’s operations and business. 5.6 Annual Entity Maintenance and Accounting Compliance For an IBC, the annual government fees are deter - mined based on the authorised share capital. Where the authorised share capital for one year does not exceed USD50,000, the fee is USD365; where the authorised share capital exceeds USD50,000, the fee is USD1,030. For a Domestic Company, the annual government fees are determined based on beneficial ownership. A government fee of USD350 per year is payable for companies beneficially owned by Bahamians, and USD1,000 a year is payable for companies owned by non-Bahamians.
For a non-Bahamian Company registered in the Baha - mas Companies Registry as a Foreign Company, the annual government fee payable to the registrar gen - eral (not in the year of registration) is USD1,000. For all companies mentioned here, professional fees are typically also payable to the financial and corpo - rate service provider in connection with the mainte - nance of the company and registered agent/office services. 6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time The occupation and use of a property may be estab - lished in The Bahamas without outright ownership under a lease or a licence. Under a Bahamian lease, a tenant is contractually granted the right of exclusive possession of a prop - erty for a specified period, subject to the terms and conditions of the agreement and the rents thereby secured. Under a licence, an owner grants permission to a licensee for the use and occupation of a property. However, unlike a tenant under a lease, the licensee does not have exclusive possession or proprietary rights to the property. 6.2 Types of Commercial Leases Standardised forms of commercial leases have not yet been adopted and agreed for use in The Bahamas. While the preferred forms of lease agreement used are generally comparable and similar in style and content, there may also be wide variation between those used by smaller local developers or landlords and those used in larger resort, tourist or commercial complexes, which require more sophisticated provisions. 6.3 Regulation of Rents or Lease Terms Lease agreements and the terms between the parties are freely negotiable and subject to contract. Certain limited covenants are implied by the Conveyancing and Law of Property Act, 1909, but the material com - mercial terms are open to agreement between the parties.
45 CHAMBERS.COM
Powered by FlippingBook