BAHAMAS Law and Practice Contributed by: Michelle Neville-Clarke, Lethea Carey and Stan Burnside, Lennox Paton
activity in real estate and hospitality, reflecting ongo - ing foreign investment interest.
Dollar income, as exchange control approval may be required. Depending on the sector, other regulators, such as financial services regulators, may also have jurisdic - tion. M&A regulation in The Bahamas is decentral - ised and driven by the nature of the business and the parties involved, rather than by a dedicated merger control regime. 2.3 Restrictions on Foreign Investments In The Bahamas, there is no general prohibition on for - eign investment; however, investment in the domes - tic economy by non-Bahamians is subject to govern - mental oversight and approval. As a matter of policy, foreign investors acquiring or establishing a business operating locally must obtain prior approval or a no-objection from the Bahamas Investment Author - ity (BIA). Certain sectors are reserved for Bahamian participation or are subject to limitations under the national investment policy, particularly in areas tradi - tionally designated for small- and medium-sized local enterprises. In addition, The Bahamas maintains a foreign currency exchange control regime administered by the Central Bank of The Bahamas. Non-resident investors carry - ing out transactions involving Bahamian Dollar financ - ing shall require exchange control approval. 2.4 Antitrust Regulations In The Bahamas, there is no domestic antitrust or competition law governing business combinations and no central authority reviews M&A for anti-com - petitive effects. Any relevant antitrust considerations are generally addressed under the laws of the foreign jurisdictions in which the transaction is structured or the business operates. 2.5 Labour Law Regulations With regards to labour laws, in The Bahamas, acquir - ers must primarily consider the Employment Act, 2001, which governs employment relationships, termi - nation, severance and employee protections. In cor - porate acquisitions, employee liabilities are assumed through contractual arrangements with the target and any transaction-related terminations must comply
2. Overview of Regulatory Field 2.1 Acquiring a Company In The Bahamas, the primary legal methods for acquir -
ing a company are: • a share purchase;
• an asset or business purchase; and • a statutory merger or consolidation.
A share acquisition is the most common approach, as it preserves the target’s legal identity and results in the indirect transfer of all assets and liabilities, includ - ing sector-specific licences. An asset acquisition, by contrast, allows a purchaser to acquire specific assets or business lines and limit assumed liabilities, though individual transfers and potential stamp tax consid - erations may arise. Bahamian law also provides for statutory mergers under the Companies Act and the International Busi - ness Companies Act, 2000, whereby constituent companies merge and the surviving entity assumes all rights and obligations by operation of law. In struc - tured finance and investment contexts, acquisitions may also be implemented through ring-fenced struc - tures under the Segregated Accounts Companies Act. 2.2 Primary Regulators In The Bahamas, there is no single overarching merg - er control or competition authority responsible for reviewing M&A transactions. Rather, regulatory over - sight is sector-specific and transaction-dependent. Foreign investment into the local economy is subject to oversight by the Bahamas Investment Authority (BIA), which reviews and grants approval (or a no- objection) for investments by non-Bahamian persons acquiring businesses operating domestically. In addition, the Central Bank of The Bahamas, through its Exchange Control Department, plays a critical role where transactions involve foreign currency, non-res - ident investors or companies generating Bahamian
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