BAHAMAS Law and Practice Contributed by: Judith Whitehead KC, Graham Thompson
Companies Incorporated Under the Companies Act • minimum number of persons required to incorporate – two; • minimum number of shareholders – two; • minimum number of directors – two for pri - vate companies, three for public companies; • minimum share capital – no; • liability of members – limited by shares, lim- ited 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 agree - ment and legislative framework; and • filing with the public registry – amongst other requirements pursuant to the legislation, an annual return that includes a list of the share - holders 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 incorporate – two; • minimum number of shareholders – one; • minimum number of directors – one; • minimum share capital – no; • liability of members – limited by shares, lim- ited by guarantee, limited by both shares and guarantee, or unlimited; • registered office – yes; • registered agent – no; • share classes – multiple classes allowed; • uses – local businesses, landholding, non- profits, and private trust companies;
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 invest - ment, 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 government concessions will help to determine the type of conditions for a particular foreign investment project. For example, it is often the case that the govern - ment of The Bahamas will require within a Heads of Agreement that a certain number of jobs be filled by Bahamians, continuing education and training be made available to employees, suit - able infrastructure and essential services be put in place, and safety measures implemented to protect a particular area or environment, 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 author - ised by the government of The Bahamas. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The most common forms of legal entity with - in The Bahamas are companies incorporated under the Companies Act and the International Business Companies Act. Some of the main characteristics of each type of company are outlined below.
• registered office – yes; • registered agent – no;
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