Company formation in the Bahamas

The registered agent’s role in company formation in the Bahamas

For an IBC, the provider is more than a filing service. The Registrar General’s Department describes its online system, CARS, as the place where licensed providers reserve names, file forms and submit compliance documents. You never deal with the registry directly; your provider does, for as long as the company exists.

The relationship continues after the certificate is issued. A Securities Commission guideline on accounting records expects an IBC’s records to be accessible to its registered agent, and the IBC’s statutory declaration about those records goes to the Registrar General through that agent. Changing provider later is possible, but it means moving the registered office, the records and the ownership file together.

A typical engagement therefore has three parts:

• Set-up: identity checks, name reservation, the memorandum and articles, and the filing.
• Every year: registered agent and registered office, the provider’s regulatory fee for your company, and the declaration about accounting records.
• On request: directors or a secretary, bookkeeping, help with a bank application and economic substance reporting.

Which kind of firm suits your structure

Accountanty lists nine firms in the Bahamas that offer company formation. Their mix looks like this:

Firm type	Formation firms listed
Corporate services providers	5
Law firms	3
Accounting firms	1

A corporate services provider is built for registered agent work, directorships and administration, which suits a holding or trading IBC with a simple ownership chain. A law firm earns its fee when the structure needs drafting: a trust or foundation alongside the company, a fund vehicle, or a regular company where an attorney must sign the statutory declaration and affidavit anyway. An accounting firm makes most sense when bookkeeping and reporting will be the main yearly need. Four of the nine formation firms belong to large networks, two are medium-sized and three are small.

Check the licence before you pay

The Securities Commission of The Bahamas licenses financial and corporate service providers, and its fee rules include a category for corporate services provided for IBCs. Its online search is still being built, so the Commission points visitors to published lists of licensees and registrants instead.

Two checks take a few minutes:

• Find the licensed name. Many firms act through an affiliated corporate services company. Ask which entity holds the licence and find that exact name on the Commission’s list.
• Match the paperwork. The licensed entity should be the one named on your engagement letter and invoices.

Four of the nine firms state a licence in their profile, usually through such an affiliate. For the others, ask the question in writing before you send money.

What the provider will ask you for

The filing waits until the provider has finished its checks. Expect to provide:

• Identity and address for each shareholder, director and person who ultimately owns or controls the company, often certified.
• An ownership chart that ends with named individuals.
• The purpose of the company, where it will do business and the source of its funds.
• Corporate documents for any company that will hold shares, such as its certificate of incorporation and register of directors.

The Commission’s sectoral risk assessment notes that providers’ beneficial ownership records are tested during its examinations. A careful provider will ask follow-up questions; answer them in one go and the file moves faster.

What a written quote should include

None of the nine firms publishes prices, so a written quote is the only basis for comparison. Ask for each item on its own line:

Line	What to check
Government incorporation fee	Charged at cost, or with a handling margin
Formation work	Name reservation, constitution, filing, first registers
Registered agent and office, first year	Full year or pro rata
Regulatory fee per IBC	The Commission’s fee rules set $50.00 a year for each registered IBC, due by 1 April
Yearly declarations	Accounting records declaration and any substance report
Optional services	Directors, secretary, accounting, bank introduction

Ask, too, what the firm charges to transfer the company to another agent and how quickly it releases the records.

For a regular company that will trade locally, the quote should also say who prepares the project proposal to the Bahamas Investment Authority and who applies for the business licence and any VAT registration. The guide to setting up a company in the Bahamas explains those steps.

Questions to ask before you sign

• Which licensed entity will act as our registered agent, and who answers our questions day to day?
• How do you remind us of yearly fees and declarations, and what happens if we miss one?
• Do you review whether our activities fall under the substance reporting run by the Department of Inland Revenue?
• How should we tell you about a new shareholder, director or controller?
• Can you keep the books, or do you work with an accounting firm?

Matching a provider to your company

Clients from abroad. Six of the nine formation firms name foreign clients as a focus. The accountants for foreign clients page lists them.

Sector. Real estate is the sector these firms name most often (six firms), followed by funds (four) and private equity (three). Trusts are the structure they mention most, so a firm used to pairing a company with a trust or foundation is easy to find.

Language. Four formation firms name English as a working language and one also works in Spanish.

Services after incorporation. Seven offer corporate secretarial work, six offer accounting, six advise on residency and visas and four provide a virtual office. All nine are based in Nassau.

To describe your plans once instead of nine times, send a free quote request through Accountanty. We review it and pass it to the Nassau firms whose services fit.

Verdict

Choose on three things: a licence you have checked on the Commission’s list, a quote that shows every yearly line, and a named contact who replies in writing. The filing is the short part of company formation in the Bahamas; the firm you pick stays your registered agent and record keeper for the life of the company.