COMMONWEALTH OF THE BAHAMAS
THE INTERNATIONAL
BUSINESS COMPANIES ACT, 2000
(No. 45 OF 2000)
Including amendments No. 19 of 2001
THE BAHAMAS THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000
ARRANGEMENT OF SECTIONS
PART I
PRELIMINARY
PART II
CONSTITUTION OF COMPANIES
Incorporation
Persons who can incorporate International Business Companies
No criminal objects or purpose
Contravention of section 5
Personal liability
Mode of limiting liability of members
Company limited both by shares and by guarantee
Powers
Validity of acts of company
Name
Memorandum
Articles
Registration
Certificate of incorporation
Certificate to be evidence of compliance
Amendment of Memorandum or Articles
Copies of Memorandum and Articles to members
PART III
CAPITAL AND DIVIDENDS
Consideration for shares
Amount of consideration
Fractional shares
Capital and surplus accounts
Dividend of shares
Increase or reduction of capital
Division and combination
Nature of share
Share certificates
Share Register
Rectification of Share Register
Transfer of registered shares
Acquisition of shares
Treasury shares disabled in respect of voting and dividends
Increase or reduction of capital
Dividends
Appreciation of assets
PART IV
REGISTERED OFFICE AND AGENT
Registered Office
Registered agent
Register of registered agents
PART V
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
Management by directors
Unanimous shareholder agreement
Election, term and removal of directors
Number of directors
Register of directors and officers
Powers of directors
Emoluments of directors
Committee of directors
Meeting of directors
Notice of meetings of directors
Quorum for meetings of directors
Consents of directors
Alternates for directors
Meeting of single director or single shareholder
Officers and agents
Standard of care
Reliance on records and reports
Conflict of interests
Indemnification
Insurance
PART VI
PROTECTION OF MEMBERS AND CREDITORS
Meetings of members ....
Notice of meetings of members
Quorum for meeting of members ..
Voting by members ...
Consents of members
Service of notice on members ...
Service of process, etc. on company .
Books, records and common seal ..
Inspection of books and records
Contracts generally . ...
Preincorporation contracts ..
Notes and bills of exchange ..
Power of attorney . .
Authentication or attestation .
Company without a member .
PART VII
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS,
ARRANGEMENTS AND DISSENTERS
Interpretation for purposes of Part VII .
Merger and consolidation .
Merger with subsidiary .
Effect of merger or consolidation
Merger or consolidation with foreign company
Disposition of assets .
Redemption of minority shares .
Arrangements . ...
Rights of dissenters . ..
PART VIII CONTINUATION
Continuation . .
Provisional registration .
Certificate of continuation .
Effect of continuation
Continuation under foreign law .
PART IX
WINDINGUP, DISSOLUTION AND STRIKINGOFF
Definition of contributory .
Nature of liability of contributory .
Contributories in case of death ..
Contributories in case of bankruptcy
Circumstances giving rise to winding up by court
Company when deemed unable to pay its debts ...
Application for winding up to be made by petition ..
Power of court ...
Commencement of winding up .
Court may grant injunction ...
Course to be pursued by court ..
Actions and suits to be stayed
Copy of order to be forwarded to Registrar ..
Power of court to stay proceedings ...
Effect of order on share capital of company limited by guarantee ...
Court may have regard to wishes of creditors or contributors ..
Appointment of official liquidator ....
Remuneration of official liquidator ...
Style and duties of official liquidator ....
Power of official liquidator ...
Discretion of official liquidator .
Vesting of property in liquidator ...
Assistance for liquidator
Collection and application of assets ..
Provisions as to representative contributories ...
Power of court to require delivery of property .
Power of court to order payment of debts by contributory . ..
Power of court to make calls .
Power of court to order payment into bank ..
Regulation of account with court ..
Representative contributory not paying monies ordered ...
Order conclusive evidence
Court may exclude creditors not providing in certain time ..
Court to adjust rights of contributories .
Court to order costs ..
Dissolution of company
Registrar to make minute of dissolution ...
Power of court to summon persons ..
Examination of parties by court
Power of arrest ..
Powers of court cumulative ..
Power to enforce orders .
Winding up by resolution of directors ..
Voluntary winding up and dissolution . .
Appointment of liquidator .
Power of directors in a winding up and dissolution ..
Duties of liquidator
Powers of liquidator ..
Power of liquidators or contributories in voluntary winding up to apply to court
Procedure on winding up and dissolution .
Effect of voluntary winding up .
Rescission of winding up and dissolution
Winding up and dissolution of company unable to pay its claims, etc.
Power of court on application to direct winding up subject to supervision ..
Petition for winding up subject to supervision .
Court may have regard to wishes of creditors ...
Powers of court to appoint additional liquidators in winding up subject to supervision ..
Effect of order of court for winding up subject to supervision .
Appointment of voluntary liquidators to office of official liquidators ..
Disposition after the commencement of winding up to be rendered void
Books of the company to be evidence ...
Disposal of books, accounts and documents of the company ...
Inspection of books ...
Power of assignee to sue ...
Debts to be proved .
Rules to be observed .
Preferential payments
Liquidation scheme may be approved ...
Acceptance of shares, etc., as consideration for sale of property of company ..
Mode of determining price
Certain attachments and executions to be void .
Fraudulent preference
Assessment of damages against delinquent directors and officers ...
Prosecution of delinquent directors in winding up by court .
Prosecution of delinquent directors in voluntarily winding up .
Receivers and managers
Striking off .
Restoration to register ...
Effect of Striking off .
Appointment of official liquidator
Dissolution of company struck off
PART X
LIMITED DURATION COMPANY
Interpretation for purposes of Part X .
International Business Company may apply to be registered as a limited duration company Registration of limited duration company .
Contents of Articles of limited duration company
Winding up of a limited duration company ..
Cancellation of registration ...
PART XI
FEES AND PENALTIES
Fees
Penalties payable to Registrar ...
Criminal liability and proceedings
Name offence
Failure to keep share register
False reports and false statements .
Miscellaneous offence ..
Recovery of penalties, etc.
Company struck off liable for fees, etc.
Fees, etc. to be paid into Consolidated Fund
Fees payable to Registrar ..
PART XII EXEMPTIONS
Exemptions
PART XIII MISCELLANEOUS
Regulations
Form of certificate .
Certificate of good standing ..
Inspection of documents
Declaration by court ..
Judge in Chambers
Minister may vary fees ..
Repeal and replacement of section 194 of the principal Act.
Transitional provision ...
Schedule