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 ……………………………………………………………………….…...

Pre–incorporation 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
WINDING–UP, DISSOLUTION AND STRIKING–OFF

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…………………………………………………………………………………………………

 Our latest offshore news
Offshore Incorporation forum launched
30/09/2006
Welcome to join our discussions
on Offshore Companies, Incorporations,
Jurisdictions, etc..
Learn more
05/09/2008
According to the Bahamas International Securities Exchange, Colonial Pension Services (Bahamas) Limited has been approved as a Trading Member of the exchange.
Learn more
28/08/2008
According to BISX, the BISX Mutual Fund Listing Process has been successfully completed by Phoenix Four Inc. Now, it has been added to the roster of funds listed on BISX.
Learn more
14/08/2008
The Central Bank of the Bahamas has recently announced the new appointment - a former senior official with the United Kingdom Financial Services Authority was appointed as Inspector of Banks and Trust Companies.
Learn more
05/07/2008
BISX is going to launch a new initiative targeted at global financial services companies in order to create a new platform that will be focused on opportunities in the international capital markets.
Learn more
16/06/2008
On June 13, House members passed the Bahamian Government's 2008-2009 Budget Bill. Passing the bill followed debate on the budget that included tax concessions.
Learn more
29/05/2008
Hubert Ingraham, Bahamas Prime Minister and Minister of Finance, has delivered the Bahamian government's 2008-2009 Budget Communication to Parliament. The Budget is heavily tilted to provide relief to Bahamians on low incomes.
Learn more
20/05/2008
The Bahamas Financial Services Board announced securities sector legislative developments to diversify the second pillar of the Bahamian economy and to reinforce growth for the jurisdiction's private wealth management services.
Learn more
22/04/2008
FirstCaribbean International Bank announced that it has successfully completed a 30-year bond issue for the Commonwealth of the Bahamas worth USD 100 million.
Learn more
22/04/2008
FirstCaribbean International Bank announced that it has successfully completed a 30-year bond issue for the Commonwealth of the Bahamas worth USD 100 million.
Learn more
19/04/2008
The Bahamas is expected to strengthen its diplomatic ties with the Republic of Chile under the provisions of the Economic Partnership Agreement with the EU. This was announced by Bahamian Governor General, Arthur Hanna, when he welcomed new Ambassador of Chile to the Bahamas.
Learn more
10/02/2008
The government of the Bahamas is seeking to strengthen its financial cooperation with the government of the Netherlands. It also hopes to leverage the Netherlands' government's support in order to secure financial services regulation within the OECD.
Learn more
19/12/2007
According to Minister of State for Finance Zhivargo Laing, the Bahamas government is going to strategically promote and market Bahamas' financial services sector within the international community.
Learn more
23/11/2007
Bahamas Minister of State for Finance has commenced a campaign aimed to promote the fiscal responsibility of citizens through the payment of taxes.
Learn more
20/11/2007
The Government of the Bahamas is seeking support from Germany in its continued talks with the Organisation for Economic Cooperation and Development (OECD) that regard transparency in financial services of the Bahamas.
Learn more
15/11/2007
The Minister of State for Finance, Zhivargo Laing claimed that the economy of the Bahamian remains robust. The jurisdiction's central bank predicted its growth at 3%.
Learn more
18/10/2007
Attorney General Sen. Claire Hepburn said that a national strategy for anti-money laundering and countering terrorist financing is central for the Bahamas that are aim at sustaining its place as a well-regulated financial services jurisdiction.
Learn more
21/08/2007
According to the annual National Accounts Report by the government of the Bahamas, the economy grew by approximately 4.2% in current prices and 3.4% in constant prices in 2006.
Learn more
29/06/2007
During the recent Conference on the Caribbean held in Washington D.C., the Bahamas was recognised for its significant contribution in fighting drug trafficking, terrorism and other matters of security.
Learn more
18/04/2007
Royal Bank of Canada has agreed to buy 50% of banking unit of Fidelity Bank & Trust International Ltd. based in Bahamas. This move is aimed at expanding the Bank's corporate banking business in the Caribbean.
Learn more
21/03/2007
Last week Canadian financial services firm Scotiabank launched Scotia Private Client Group in the Bahamas, which is the first step of the announced expanding firm's wealth management services platform across the Caribbean, in the regions of Central and Latin America.
Learn more
07/01/2007
An immigration framework has been developed by the Bahamas financial services industry. The framework is designed in order to help the jurisdiction compete with other offshore financial centres for skilled workers.
Learn more
03/01/2007
Moody's Investor Services has issued a favourable report on the Bahamas. According to its latest Credit Opinion on the country, official foreign exchange reserves remain ample relative to debt service requirements, despite a fall in the 1st 10 months of 2006.
Learn more
01/12/2006
In accordance with the Bahamas Financial Services Board (BFSB), new Private Trust Companies (PTC) legislation has been passed in the parliament of the Bahamas to come into effect by the end of the year.
Learn more
01/09/2006
Energy and Environment Capital Management LLC and Coastal Partners Ltd. have joined their forces in launching an offshore version of the Energy & Environment Fund in the Bahamas.
Learn more
12/07/2006
The Bahamas Central Bank has reported that the Bahamas Economy is to a great extent maintained by its financial services. The Regulatory Authority published its Quarterly Review revealing the financial sector added in the Bahamas' GDP between 15% - 20% of its value.
Learn more
27/06/2006
Bahamas survey that was published by the Bahamas' Government today confirmed the position of the country as the leader in the three core areas of private banking, trusts and corporate services.
Learn more
18/04/2006
The Commonwealth of the Bahamas has received the 'A-' long-term and 'A-2' short term Sovereign Credit Ratings from Standard & Poor's. S&P analysts noted economic stability of Bahamas and rapid development of the finance and tourism sectors.
Learn more