Shelf Companies Bahamas: Buying a Ready-Made International Business Company

What a Shelf Company in The Bahamas Is

A Bahamas shelf company, also sold as a ready made company, a ready company or an off the shelf company, is an international business company that a licensed agent incorporated under the International Business Companies Act and then left dormant until a buyer took it over. In law it is the same kind of company as an IBC registered this week. It became a body corporate on the date printed on its certificate of incorporation (section 16), and buying it means acquiring its issued shares and replacing its board; nothing is registered from scratch.

A Bahamian shelf IBC is never an empty file. From the day it was incorporated it has had a licensed registered agent and a registered office in the islands (sections 37 and 38), at least one director (section 40), a copy of its register of directors with the Registrar of Companies (section 44) and shares held by someone on the seller’s side. A purchase therefore replaces an existing shareholder and an existing board, and each change has its own rule. If you would rather start with a company built to your own specification, read our guide to Bahamas company formation.

What the Buyer Takes Over and What Changes

Item	Position after the purchase
Date of incorporation and company number	Unchanged; the original certificate dates the company (section 16)
Name	Kept, or changed by amending the memorandum; the Registrar then issues a new certificate of incorporation showing the change, and rights and obligations carry on (sections 12(7), (10), (11) and 18)
Shares	Move by a written instrument that the seller signs, naming the buyer and the buyer’s address; the buyer becomes a member on entry in the share register, which stays at the registered office and is not filed (sections 29 and 31)
Board	The seller’s directors resign in writing and the members elect yours; the change reaches the Registrar’s public file within twelve months (sections 42 and 44(8))
Beneficial ownership	The company tells its agent within fifteen days and the agent updates its database at once; nothing becomes public (Register of Beneficial Ownership Act, 2018, section 11)
Registered agent and office	Stay with the seller’s agent or move; a new office address is notified within fourteen days and a new agent is notified to the Registrar (sections 37(3) and 38(6))
Tax exemptions	Identical to those of any IBC, but the twenty years in section 187(8) are counted from the original date of incorporation
Licences, accounts, bank account	None; a dormant company holds no regulatory licence, has no trading record and has no account

How Shares in a Bahamian IBC Change Hands

Section 31 asks only for a written instrument of transfer signed by the transferor and containing the transferee’s name and address, subject to anything the memorandum and articles add. No notarial deed and no Registrar approval of the transfer itself are required. The company need not treat the buyer as a member until the buyer’s name is in the share register, and it must make that entry when the seller or the buyer applies, again subject to the articles. Because the share register is not filed, the Registrar’s public record of a shelf IBC does not change when its shares are sold; what changes on file is the board.

Step	What happens	Rule
1. Check the company	Certificate of good standing and an inspection of the documents the Registrar holds	Sections 190, 191
2. Agent’s checks	The registered agent verifies the identity of the new beneficial owners	2018 Act, section 8(2)
3. Transfer	The seller signs the instrument of transfer in your favour	Section 31(1)
4. Membership	Your name is entered in the share register	Section 31(3), (4)
5. Board	Written resignations; your directors are elected by resolution of members	Section 42
6. Filings	Notice of the new directors; beneficial ownership update; any amended memorandum or articles within 28 days	Sections 44(8), 18; 2018 Act, section 11

For a buyer who is not resident in the Bahamas no stamp duty arises on the transfer. Section 187(3) of the IBC Act exempts transactions in an IBC’s shares, and item 26 of the Second Schedule to the Stamp Act, 2024 exempts share transfer instruments provided the company does not own, control or have an interest in any property or business in the Bahamas. A buyer who is resident in the Bahamas for exchange control purposes needs the Central Bank’s permission before acquiring the shares and loses the section 187 exemptions (section 187(2), (4), (7)).

Checks That Matter Before Buying a Bahamian Shelf IBC

• Good standing. The Registrar’s certificate confirms that the company is on the Register and has settled everything due, and states whether striking off or a winding up has begun (section 190). A company still in arrears after 31 December is struck off from 1 January (section 165(3B)), and restoration is something to avoid inheriting.
• Directors’ register on file. The copy must reach the Registrar within twelve months of the directors’ appointment, and a company that misses it may be struck off (section 44(6), (7)).
• Substance reports. Even a dormant IBC reports for each completed fiscal year, stating that it carried on no relevant activity, and its agent uploads the report within nine months of the year end (Commercial Entities (Substance Requirements) Act, 2023, sections 11(5) and 12(1)). Ask for confirmation for every year the company has existed.
• Records declaration. The agent should have lodged a copy of the company’s accounting records declaration with the Registrar within ninety days of incorporation (S.I. 61 of 2016).
• How the board was run. Since 19 January 2026 section 41A bars directors who act on another person’s instructions, and anyone serving that way had six months to stop and file a declaration with the company and the Registrar. Ask who the directors have been and whether any such declaration exists.

Why Buyers Choose an Existing IBC, and When It Adds Nothing

What a shelf IBC offers that a new one cannot is its earlier date of incorporation, with a company number and a Registrar file that already exist and a licensed agent already in place. That matters when a contract, an investor, a bank’s onboarding form or a trading platform asks how long the company has existed, or wants a certificate of good standing that reaches back over past year ends. Once the transfer and the board change are done, the company can sign in its own name.

Age adds little else, and a seller who suggests otherwise should be pressed. Every IBC enjoys the same section 187 exemptions, and on an older company part of the twenty-year period has already run; with no income tax in the Bahamas this rarely matters, but it never favours the buyer. A dormant company has no trading history, no accounts on any public file and no licence from the Central Bank, the Securities Commission or the Insurance Commission. Economic substance depends on what you start doing, year by year. Nor is speed of registration a reason in itself: the Act provides an express incorporation within an hour, so a new IBC waits mainly on the same owner checks a buyer goes through. Our guide to aged shelf companies looks at what company age does and does not prove.

Bahamas Shelf Companies with a Bank Account

Buyers often ask for a Bahamian shelf company that already has an account. Our offer page lists most offshore jurisdictions in the Caribbean as places where companies sold with an open account are not readily available, and the Bahamas is one of them. Should a company you buy hold an account, the account belongs to the company and survives the share transfer, but the bank will review you, your directors and any new signatories and may keep the account, ask for more or close it. Scotiabank’s published checklist expects local identification and registers stamped by the Registrar, and deposit insurance covers Bahamian dollar balances only, so plan for a fresh application after the transfer is complete. See bank accounts for Bahamas companies and our overview of shelf companies with bank accounts.

Buying a Bahamian Shelf Company Through Us

We supply ready-made Bahamian IBCs and also register new ones. For a purchase we prepare the instrument of transfer, the resignations and members’ resolutions, the share register entry and the notices that the registered agent files, help assemble your bank application and, where we have a working contact at a suitable bank, introduce you, with the decision on any account left to the bank. Should you want your shares held by a nominee shareholder after the purchase, we use only a provider licensed under the Financial and Corporate Service Providers Act, 2020, and section 29A disclosure applies in full: the holding is noted in the memorandum and on the Register, a declaration of trust is kept at the registered office and you are recorded with the agent as beneficial owner. The country itself is covered on our Bahamas page.

Frequently Asked Questions about Bahamas Shelf Companies

Is there a list of shelf companies for sale in the Bahamas?

We do not publish one, because companies are sold and replaced and a list would soon be wrong. Ask which Bahamian IBCs are available now, and check the number and incorporation date of any company offered against the Registrar’s file and a certificate of good standing issued shortly before you sign anything.

Do I need to travel to the Bahamas to buy a shelf company?

No. The IBC Act asks for a signed instrument of transfer, an entry in the share register, written resignations, a members’ resolution and filings by the registered agent, none of which needs you in Nassau. The agent’s checks run on documents you send. Opening a bank account is a separate matter, and some banks ask to meet directors or signatories.

Does an older Bahamas IBC pay less tax?

No. Section 187 gives every IBC the same exemption from income, corporation and capital gains tax and from stamp duty on its shares, whatever its age, and the twenty-year period is counted from incorporation, so an older company simply has fewer years of it left. Your own tax position depends on where you live and where the company is managed.

Will my name be public after I buy a Bahamian IBC?

As a shareholder, no: the share register stays at the registered office, and beneficial owners sit in the agent’s database, searchable only by designated officers for prescribed authorities. As a director, yes: the copy of the register of directors and officers filed with the Registrar is open to public inspection under section 44(4).

Can a Bahamian resident buy a ready made company in the Bahamas?

Yes, with conditions. A person resident in the Bahamas for exchange control purposes needs the Central Bank’s permission before acquiring shares in an IBC whose members are non-resident, and once a resident holds shares the company loses the section 187 tax exemptions, while the stamp duty exemption does not cover the resident. For a local business a Companies Act company is often the more natural vehicle.

Can I rename a Bahamian shelf company after buying it?

Yes. The company amends its memorandum by resolution, files the resolution with the Registrar within 28 days, and once the change is registered receives a new certificate of incorporation showing the new name. The name needs a permitted ending such as Ltd., LLC or Inc., and the incorporation date and company number do not change.