Bahamas Company Formation: Registering an International Business Company

Bahamas Company Formation: the IBC and the Domestic Company

For an owner based abroad, Bahamas company formation almost always means registering an international business company, or IBC, under the International Business Companies Act (Chapter 309). The IBC is what people mean by a Bahamas offshore company: it is built to do business outside the islands, and an IBC that wants to deal with persons resident in the Bahamas must first obtain the permission of the Central Bank (section 187(6)). A business that will trade inside the islands is normally registered under the Companies Act (Chapter 308) instead. Both are registered by the Registrar of Companies, which under the Registrar of Companies Act, 2024 has since 1 February 2025 taken over the company functions of the Registrar General.

Point	IBC (Chapter 309)	Companies Act company (Chapter 308)
Who files	Only a licensed financial and corporate service provider, or a licensed bank or trust company (section 4)	Two or more persons sign the memorandum and submit it to the Registrar (section 3)
Directors	At least one, an individual or a company (section 40)	At least two; a public company needs three (section 80)
Local presence	Registered office and licensed registered agent in the Bahamas (sections 37, 38)	Registered office in the Bahamas (section 17)
Returns to the Registrar	Changes to the directors’ register	Yearly list of members (section 58); return before 1 January on whether 60% of the shares are Bahamian owned (section 59)

Bahamian law also has exempted limited partnerships, foundations and executive entities, each under its own Act; this page deals with companies.

What the International Business Companies Act Requires

Requirement	What the Act says	Section
Incorporator	Only a holder of a licence under the Financial and Corporate Service Providers Act, 2020, issued by the Securities Commission of The Bahamas, or a licensed bank or trust company, may incorporate an IBC	4(1)
Constitution	Memorandum and articles, each subscribed by two persons before a witness and filed together, on paper or electronically	3(2), 13(3), 14(1)
Registered office and agent	Both in the Bahamas at all times; the agent must hold a financial and corporate services licence	37, 38
Directors	At least one, of any nationality or residence, who may be a company; officers are optional and since 2020 so is a company seal	40, 54, 67(6)
Independence of directors	Since 19 January 2026 nobody may be appointed or serve as a director under an arrangement to follow another person’s instructions; both the director and whoever arranged the appointment commit an offence	41A
Capital	No statutory minimum and nothing to pay up; the memorandum states the currency of the shares and the authorised capital; registered shares only, no bearer shares	10(a), 13(1)
Name	A listed ending such as Ltd., LLC, Corp. or Inc.; words such as Bank, Trust, Insurance or Royal need the Registrar’s prior permission; a numbered name like “001 Bahamas Limited” can be taken instead of reserving one	12

Section 41A came with the International Business Companies (Amendment) Act, 2025, and section 80A applies the same rule to Companies Act companies. The directors you appoint must take the board’s decisions themselves, with the honesty, good faith and care that section 55 demands.

How to Register a Company in the Bahamas, Step by Step

1. Engage a licensed agent. The registered agent incorporates the company, usually provides its registered office and handles later filings. The Registrar gazettes the list of registered agents every February (section 39(2)).
2. Owner checks. Every natural person who ultimately holds 10% or more of the shares or votes, or otherwise controls the company, is a beneficial owner; the agent verifies them and records the particulars in section 9 of the Register of Beneficial Ownership Act, 2018, passport details included.
3. Name. Reserve one for 28 days, extendable by 14 days and twice more (section 12(12), (13)), or skip reservation and take a numeric designation.
4. Memorandum and articles. The memorandum states the name, registered office and agent, objects, share currency, authorised capital and share classes (section 13(1)); the articles fix the number of directors and whether share certificates are issued (sections 28, 43).
5. Certificate of incorporation. The agent or a counsel and attorney certifies compliance, the Registrar registers the documents and issues the certificate, and the company exists from the date it shows (sections 15, 16). The First Schedule provides an express incorporation within one hour.
6. Directors and shares. The subscribers elect the first directors (section 42(1)), who issue the shares, recorded in the share register at the registered office (section 29).
7. Filings that follow. The register of directors and officers reaches the Registrar within twelve months (section 44(6)); within ninety days the agent lodges the company’s declaration that it keeps reliable accounting records (S.I. 61 of 2016).

No step requires a visit to the islands; the pace is set mostly by the agent’s checks on the people behind the company.

Who Can See a Bahamian IBC’s Directors and Owners

• Directors and officers: the copy of their register filed with the Registrar is open to public inspection during official hours (section 44(4)).
• Shareholders: the share register stays at the registered office and is not filed (section 29); a member may ask to inspect it for a proper purpose (section 68). Where shares are held by a nominee, that fact must now appear in the memorandum and on the Register (section 29A).
• Beneficial owners: they sit in the agent’s database on a secure search system that only officers designated by the Minister can search, from a secured location in the Bahamas (sections 4 and 12 of the 2018 Act); there is no public register. Since 19 January 2026 authorities receive search results within twenty-four hours.
• The company itself: anyone may inspect the Registrar’s documents on an IBC (sections 190, 191).

Tax on a Bahamian IBC: Income, Stamp Duty, VAT and Business Licence

Under section 187 an IBC and its members pay no income tax, corporation tax, capital gains tax or other tax on income or distributions, and no estate, inheritance, succession or gift tax on its shares; transactions in its shares are exempt from stamp duty. The exemptions run for twenty years from the date of incorporation (section 187(8)). They do not cover a person resident in the Bahamas for exchange control purposes, and stamp duty still applies to land the company owns in the islands (section 187(2), (4), (5)). The Bahamas levies no income tax and has no comprehensive double taxation agreements, only tax information exchange agreements and the common reporting standard. The Domestic Minimum Top-Up Tax Act, 2024 applies the OECD global minimum tax to Bahamian members of large multinational groups; a stand-alone company is outside it.

Two charges reach an IBC active in the islands. VAT has a standard rate of 10% (section 6 of the VAT Act as amended from 1 April 2025), and registration is mandatory once turnover from a taxable activity exceeds 100,000 Bahamian dollars over twelve months; the certificate of registration carries the tax identification number (sections 19, 21, 23). The Business Licence Act, 2023 requires a licence for business carried on in or from within the Bahamas (section 9), with a part of its schedule written for IBCs.

Economic Substance Under the 2023 Act

The Commercial Entities (Substance Requirements) Act, 2023 replaced the 2018 Act on 1 September 2023. It names nine relevant activities: banking, insurance, fund management, financing and leasing, headquarters, distribution and service centres, shipping, commercial use of intellectual property, and holding business (section 5). A company carrying on one of them must conduct its core income generating activities in the Bahamas and be directed and managed there, which means an adequate number of board meetings held in the islands with a quorum physically present, strategic decisions minuted and records kept locally (sections 6 and 8). A pure equity holding company passes a lighter test: compliance with Bahamian law and adequate people and premises for holding its participations (section 9). High-risk intellectual property is presumed to fail (section 10).

Reporting applies to every IBC, active or not. For each fiscal year the company gives its registered agent the prescribed information, including a statement that it carried on no relevant activity where that is so, and the agent uploads it to the Ministry of Finance portal within nine months of the year end (sections 11 and 12), with evidence of tax residence where it claims residence elsewhere.

What a Bahamian IBC Must Do Every Year

Duty	Rule
Good standing with the Registrar	Settle the yearly amount due; a company still in arrears after 31 December is struck off from 1 January, stays liable for its debts and may apply for restoration within five years (sections 165, 166, 176)
Directors and officers	Notice of any change filed within twelve months (section 44(8))
Registered office	A new address notified within fourteen days (section 37(3))
Memorandum and articles	Amending resolution filed within twenty-eight days; the change takes effect when registered (section 18)
Accounting records	Reliable records with invoices and contracts, kept for five years (section 67); accounts are not filed on a public register
Beneficial owners	Changes reported to the agent within fifteen days (section 11 of the 2018 Act)
Economic substance	Annual report through the agent within nine months of the year end

Opening a Bank Account for a New Bahamas Company

Neither Act requires a Bahamian bank account. The Central Bank designates some licensees non-resident, permitted to serve non-residents in foreign currencies. Deposit insurance covers Bahamian dollar deposits only, up to 50,000 Bahamian dollars per depositor, so an IBC’s US dollar balances fall outside it. Scotiabank’s business checklist expects Bahamian identification, and Airwallex, Mercury and Revolut Business do not accept Bahamian companies. Our page on bank accounts for Bahamas companies compares the options.

When a Ready-Made Bahamian IBC Is the Better Choice

A new IBC gets the name, share classes and articles you want, and registration speed is rarely the obstacle. An existing one makes sense when a counterparty or an investor asks for a company incorporated before a certain date. It brings no tax advantage, since section 187 treats every IBC alike. Our page on Bahamas shelf companies explains the transfer.

Our Role in Forming a Bahamas IBC

We register new IBCs through a licensed registered agent and also supply ready-made ones. We draft the memorandum, articles and first resolutions and the filings the agent lodges, help with the bank application and, where we have a working contact at a suitable bank, arrange an introduction; the bank alone decides. If you want a nominee shareholder, we arrange one only through a holder of a licence under the Financial and Corporate Service Providers Act, 2020, and the holding is disclosed as section 29A requires: stated in the memorandum and on the Register, backed by a declaration of trust kept at the registered office, with you recorded as beneficial owner. Background on the country is on our Bahamas page, and our guide to off the shelf companies compares buying with forming.

Frequently Asked Questions about Bahamas Company Formation

How do I register a company in the Bahamas?

Through a licensed registered agent, because section 4 of the International Business Companies Act lets only licensed service providers, banks and trust companies incorporate an IBC. The agent checks the owners, files the memorandum and articles with its certificate of compliance and receives the certificate of incorporation from the Registrar of Companies. A domestic company is formed by two or more persons under the Companies Act.

Can a foreigner own a company in the Bahamas?

Yes. The IBC Act sets no nationality or residence condition for shareholders or directors. What must be in the islands is the registered office and the licensed registered agent. An IBC whose operations are exclusively overseas is outside the exchange control rules (section 187(9)), while dealing with Bahamian residents needs the Central Bank’s permission.

Is there an LLC in the Bahamas?

Not as a separate legal form. The Bahamas has no limited liability company statute, but section 12(1) of the International Business Companies Act lets an IBC end its name with “Limited Liability Company” or “LLC”. Such a company is an ordinary IBC with shares, directors and a memorandum and articles, governed by the same rules on registration, beneficial ownership and economic substance.

How do I search for a company registered in the Bahamas?

Ask the Registrar of Companies. Under section 191 any person may inspect the documents it holds on an IBC and obtain certified copies, and under section 190 anyone may request a certificate of good standing, which confirms the company is on the Register with nothing outstanding and states whether it is being struck off or wound up. The filed register of directors is public; shareholders and beneficial owners are not.

Does a Bahamas IBC need a business licence?

It depends on where the business is carried on. The Business Licence Act, 2023 requires a licence for business carried on in or from within the Bahamas and has a part of its schedule written for IBCs, separating revenue earned inside and outside the islands. A licence is also needed before the company can register for VAT. Confirm the position with the registered agent before trading.

How long does Bahamas company incorporation take?

The First Schedule to the International Business Companies Act provides for an express incorporation within one hour, so the Registrar is rarely the bottleneck. Most of the time goes on the agent’s verification of the beneficial owners and the drafting of the memorandum and articles, which depends on how quickly complete documents arrive.