BAHAMAS Law and Practice Contributed by: Judith Whitehead KC, Graham Thompson
• 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, a register of directors and officers is filed. 3.2 Incorporation Process Within 48 hours from receipt of the relevant documents, a company may be incorporated under the Companies Act and the International Business Companies Act. The main steps under both Acts are: • reservation of the company name with the Registrar of Companies; • filing of a memorandum of association with the Registrar of Companies; • filing of the articles of association with the Registrar of Companies; • filing of a statutory declaration with the Regis - trar of Companies; and • payment of requisite stamp duty and incorpo - ration 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 disclo - sure requirements. 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 sub - mitted to the Registrar following the annual
ordinary general 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 alter - ing a company’s memorandum or articles of association must be submitted to the Regis - trar. • A written notice of the execution or termina - tion of a Unanimous Shareholder Agreement must be filed with the Registrar of Companies within 15 days of the execution or termination of the agreement. Companies Incorporated Under the International Business Companies Act Companies incorporated under the International Business Companies Act are subject to the fol - lowing reporting and disclosure requirements. • A written notice of the execution or termina - tion 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 memorandum or articles of association of an international business company must be sub - mitted to the Registrar within 28 days after such amendment.
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