IBC

The International Business Companies Act 2000 was designed to meet the specific needs of corporations and individuals in an ever expanding global village.

International Business Companies (IBC's) are no longer prohibited from conducting business with Bahamian residents or from owning or leasing real property in the Bahamas.

IBC's may only be incorporated by a bank or trust company limited under the Banks & Trust Companies Regulation Act 2000 or a person licensed and approved under the Financial and Corporate Services Providers Act 2000. The firm is duly licensed to incorporate and manage IBC's.

Features of an IBC

• Maintain bank accounts with banks doing business within or without the Bahamas
• Retain the services of attorneys, accountants and other consultants
• Own a lease land
• Transfer its assets to a trust;
• Be owned by a trust or an individual
• Exemption from stamp duties other than stamp duties applicable with respect to real property transactions
• Ease of merger and consolidation with other companies incorporated in The Bahamas or with foreign companies
• Minimal statutory filing and reporting requirements
• Its assets may be transferred in trust for the benefit of its creditors, shareholders or other persons having an interest
• IBC's may hold securities in other Bahamian companies
• Securities of an IBC may be held by anyone
• Dividends may be paid in money, shares or other property and only out of surplus and for the purpose of determining such surplus the net unrealized appreciation of assets of the company may be included in such calculation
• A foreign company may "provisionally" register with the Registrar of Companies to become and to be continued as an IBC once pre-determined conditions are met
• Transfer by continuance to another jurisdiction
• Transfer by continuance from another jurisdiction, without reciprocal arrangements with the jurisdiction of incorporation
• Exemption from exchange control regulations for non-Bahamian owned IBCs
• Usage of any of the words, "Limited", "Corporation", "Incorporated", "Societe Anonyme", or "Sociedad Anonima", or any of the abbreviations, "Ltd.", "Corp.", "Inc.", or "S.A.", as part of the name of the company.

Incorporation

Incorporation formalities are simple and can be concluded within two days. Incorporation is obtained by the registration, with the Registrar of Companies, or a Memorandum of Association and Articles of Association to which at least two persons have subscribed for shares. Upon registration the Registrar issues a Certificate of Incorporation and the IBC is then legally in existence and may commence operations immediately.

Memorandum of Association

The Memorandum of Association provides:

• The name of the Company
• The location of the registered office of the Company
• The location of the registered agent
• A statement of objectives
• The authorized capital and defines the classes of shares to be issued
• A statement of the number of shares to be issued as registered shares
• The currency in which the shares are to be issued

The IBC is free to engage in any activity. A statement in the Memorandum of Association to the effect "that the object or purpose of the company is to engage in any acts or activity that is not prohibited under any law" of the Bahamas makes any act or activity that is not illegal, part of its objects.

IBC's can amend their Memorandum and Articles of Association by shareholders' resolution or where permitted by its Memorandum and Articles, by resolution of directors.

Share Capital

There is no minimum authorized capital and this may be divided into various classes of shares each with different voting, dividend and other rights. Registered shares may be issued with or without par value, and may be issued in the currency of your choice. Unnumbered shares are permitted. In addition, in certain circumstances, IBC's may purchase, redeem or otherwise acquire their own shares. An IBC may, in certain circumstances, reduce its capital by resolution of its directors and with the necessity for an appropriate order of the Court.

Shareholders and Shareholders' Meetings

There is no nationality or residency requirement and an IBC may have only one shareholder.

As this is the electronic age meetings can be conducted via telephone, video conference calling or other electronic means, as well as the traditional method of person to person or by proxy. These meetings maybe within or without the Bahamas

Directors and Directors' Meeting Confidentiality

An IBC is only required to have one director who may be an individual or a company and such director need not be a Bahamian resident.

The subscribers to the Memorandum elect the first directors and the Memorandum or Articles govern subsequent appointments. Meetings are convened by the directors and may be held within or outside of The Bahamas. Directors may attend in person, by telephone or by other electronic methods.

IBC's may indemnify their directors against all proceedings against them provided they acted honestly and in good faith with a view to the best interest of the Company.

Confidentiality

The IBC still affords a high degree of confidentiality since there are only limited filing requirements for an IBC. It is only the name of the Company, its registered office and that of its registered agent's name and address, the Company's Memorandum and Articles of Association, including any amendments as well as the names and address of the company's directors and officers that are filed with the Government. The names and addresses of the Company's shareholders are only registered in the share register maintained at the registered office of the company and are not filed or registered in any public register in the Bahamas and therefore provide the investor with total privacy.

Registered Office, Registered Agent and Registers

The law requires an IBC to maintain a registered office and a registered agent in The Bahamas. Minutes of meetings and copies of resolutions of directors, members and officers, a register of directors and officers are to be kept in the registered office. An IBC must have a Corporate Seal, an imprint of which must be kept at its registered office.