THE BAHAMAS THE INTERNATIONAL BUSINESS COMPANIES ACT, 2000
No. 45 OF 2000
AN ACT TO PROVIDE FOR THE INCORPORATION,
REGISTRATION AND OPERATION OF INTERNATIONAL
BUSINESS COMPANIES

Date of Assent: 29th December, 2000

Enacted by the Parliament of The Bahamas

PART I PRELIMINARY

1. This Act may be cited as the International Business Companies Act, 2000, and shall come into operation on such date as the Minister may appoint by notice Interpretation.

2. (1) In this Act––

"agent" includes registered agent;

"Articles" means the Articles of Association of a company incorporated under this Act;

"authorised capital", in relation to a company, means the sum of the aggregate par value of all shares which the company is authorised by its Memorandum to issue plus the amount, if any, stated in its Memorandum as authorised capital to be represented by shares without par value which the company is authorised by its Memorandum to issue;

"capital", in relation to a company, means the sum of the aggregate par value of all the outstanding shares with par value of a company and shares with par value held by the company as treasury shares plus––

(a) the aggregate of the amounts designated as capital of all outstanding shares without par value of the company and shares without par value held by the company as treasury shares, and

(b) the amounts as are from time to time transferred from surplus to capital by a resolution of the directors ;

“company” unless the context otherwise requires, means an international business company incorporated under this Act.

"Companies Act" means the Companies Act of The Bahamas;

"continued" means continues in accordance with Part VIII;

"court" means the Supreme Court or a Judge thereof;

"member" includes a person who holds shares in a company;

"Memorandum" means the Memorandum of Association of a company incorporated under this Act;

"Register" means the Register of International Business Companies maintained by the Registrar in accordance with section 15(1);

"registered agent" means the person who is at any particular time performing the functions of registered agent of a company incorporated under this Act;

"Registrar" means the Registrar of Companies;

"Registrar of Companies" means the Registrar General;

"securities" includes shares and debt obligations of every kind, and options, warrants and rights to acquire shares or debt obligations;

"surplus", in relation to a company, means the excess, if any, at the time of the determination, of total assets of the company over the sum of its total liabilities, as shown in the books of account plus its issued and outstanding share capital;

"treasury shares" means shares of a company that were previously issued but were repurchased, redeemed or otherwise acquired by the company and not cancelled.

(2) A company that is incorporated under the Companies Act or under the laws of a jurisdiction outside of The Bahamas shall be a company incorporated under this Act if it is continued as a company incorporated under this Act and references to a "company incorporated under this Act" shall be construed accordingly.

(3) Unless otherwise defined in the Articles "resolution of directors" means—

(a) a resolution approved at a duly constituted meeting of directors or a Committee of directors of a company by affirmative vote of a simple majority or such larger majority as may be specified in the Articles of the directors present at the meeting who voted and did not abstain; or

(b) a resolution consented to in writing by a simple majority or such larger majority as may be specified in the Articles of all the directors or of all the members of the Committee of directors, as the case may be;

but where a director is given more than one vote in any circumstances he shall in the circumstances be counted for the purposes of establishing majorities by the number of votes he casts.

(4) Unless otherwise defined in the Articles "resolution of members" means—

(a) a resolution approved at a duly constituted meeting of the members of a company by the affirmative vote of ––

(i) a simple majority, or such larger majority as may be specified in the Articles, of the votes of the shareholders present at the meeting and entitled to vote thereon and who voted and did not abstain, or

(ii) a simple majority, or such larger majority as may be specified in the Articles of the votes of the shareholders of each class or series or shares present at the meeting and entitled to vote thereon as a class or series and who voted and did not abstain and of a simple majority or such larger majority as may be specified in the Articles, of the votes of the remaining shareholders entitled to vote thereon present at the meeting and who voted and did not abstain; or

(b) a resolution consented to in writing by ––

(i) a simple majority or such larger majority as may be specified in the Articles, of the shareholders entitled to vote thereon, or

(ii) a simple majority, or such larger majority as may be specified in the Articles, of the votes of the shareholders entitled to vote thereon as a class or series and of a simple majority, or such larger majority as may be specified in the Articles, of the votes of the holders of the remaining shares entitled to vote thereon.

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