Companies Act


Published: 1992-08-01

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
Companies Act
COMPANIES [CH.308 – 1





LRO 1/2010 STATUTE LAW OF THE BAHAMAS

CHAPTER 308

COMPANIES
LIST OF AUTHORISED PAGES

1 – 2 LRO 1/2010
3 – 4 LRO 1/2006
5 – 10 Original
11 – 12 LRO 1/2010
13 – 14 LRO 1/2006
15 – 40 Original
41 – 42 LRO 1/2006
43 – 90 Original
91 – 92 LRO 1/2006
93 – 96 Original
97 – 98 LRO 1/2010
99 – 153 Original

ARRANGEMENT OF SECTIONS


PART I

PRELIMINARY
SECTION

1. Short title.
2. Interpretation.

PART II
CONSTITUTION AND INCORPORATION OF COMPANIES

Legal Formalities
3. Method of incorporation.
4. Mode of limiting liability of members.
5. Memorandum of company with limited liability.
6. Memorandum of company with unlimited liability.
7. Memorandum of company limited by guarantee.
8. Company limited both by shares and by guarantee.
9. Signature, etc., of memorandum.
10. Articles of association.
11. Signature and effect of articles.
12. Restriction on name of company.
13. Requirement as to name.
14. Exclusion of “Limited” from name of companies.
15. Reserving name.

Incorporation
16. Certificate of incorporation and consequences thereof.

CH.308 – 2] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2010

17. Registered office.
18. Company records.
19. Register of companies.
20. Copies of memorandum and articles to be given to members.
21. Publication of name.
22. Pre-incorporation contracts.
23. Service of documents on company.

Capacity and Powers
24. Capacity and powers.
25. Contracts.
26. Company seals.
27. Bills and notes.
28. Power of attorney.
29. Alteration of memorandum and articles.
30. Permitted loans.
31. Prohibited loans.
32. Enforcement of prohibited loans.
33. Power to refer matters to arbitration.
34. Authentication of summons, notice or proceeding.

PART III
SHARE CAPITAL, SHAREHOLDERS AND RELATED

MATTERS
Share Capital

35. Nature of shares and of certain transfers.
36. Classes of shares and issue thereof.
37. Variation of shareholders’ rights.
38. Share issue.
39. Consideration.
40. Restrictions as to allotment.
41. Effect of irregular allotment.
42. Restriction on commencement of business.
43. Returns as to allotment.
44. Acquisition of holding of own shares.
45. Cancellation of shares.
46. Effect of purchase contract.
47. Commission for share purchase.
48. Matters respecting issue of share warrants.
49. Alteration of share capital.
50. Reduction of share capital.
51. Application to court for confirming order, objections by creditors and

settlement of objecting creditors.
52. Order confirming reduction and power of court on making such order.

COMPANIES [CH.308 – 3



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
LRO 1/2006 STATUTE LAW OF THE BAHAMAS

53. Registration of confirming order and minute of reduction.
54. Liability of shareholders in respect of reduced shares.
55. Notice to Registrar concerning changes in share capital.

Members
56. Register of members.
57. Rectification of register of members.
58. Annual list of members and return of capital, shares, call, etc.
59. Returns in respect of beneficial ownership of shares.

Dividends
60. Payment of dividends.
61. Prohibited dividends.
62. Immunity of shareholders.
63. Lien on shares.
64. Liability of present and past members.

Meetings and Proceedings
65. General meetings.
66. Extraordinary general meeting.
67. Meetings called by the court.
68. Place of meetings.
69. Meetings outside The Bahamas.
70. Quorum at meetings.
71. Voting at meetings and evidence of meetings.
72. Representative of another body and joint shareholders.
73. Unanimous shareholder agreement.
74. Proxies.
75. Special requirement regarding notice of meeting.
76. Provision relating to validity of proxy appointment.
77. Revocation of proxy.
78. Application of Sections 74 to 77.

PART IV
MANAGEMENT OF COMPANIES AND PROTECTION OF

CREDITORS AND INVESTORS
The Directors

79. Duty to manage company.
80. Number of directors and remuneration thereof.
81. Duty of care.
82. Disqualified directors.
83. Directors disqualified by court.
84. Notice of directors.
85. Termination of office.

CH.308 – 4] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006


86. Resignation of director.
87. Removal of director.
88. Right to notice.
89. Filling vacancy.
90. Change in number of directors.
91. Notice of change.
92. Directors’ meetings.
93. Notice of waiver.
94. Adjourned meeting.
95. Two director board.
96. Telephone participation.
97. Delegation.
98. Limitation of delegated powers.
99. Validity of acts.
100. Directors’ resolution in writing.

Liabilities of Directors
101. Liability for share issue.
102. Liability for other acts.
103. Contribution for judgment.
104. Recovery by action.
105. Defence to liability.
106. Time limit on liability.

Contractual Interest
107. Interests in contracts and declaration thereof.
108. Validity of certain contracts.
109. Setting aside contract.

Officers of the Company
110. Designation of officer, etc.

Borrowing Powers of Directors
111. Borrowing powers.

Procedural Matters and Indemnities
112. Dissenting to resolutions.
113. Indemnifying directors.
114. Indemnifying other persons.
115. Right to indemnify.
116. Indemnity approved by court.
117. Insurance of directors, etc.


COMPANIES [CH.308 – 5



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

Financial Disclosure
118. Annual financial returns.
119. Excemption of certain matters.
120. Approval of financial statements.
121. Auditors’ report to be appended to financial statements.
122. Members’ copies.
123. Registrar’s copies.
124. Application of sections 118 to 123.

Auditors
125. Appointment of auditor.
126. Dispensing with auditors.
127. Disqualified auditors.
128. Auditor’s qualifications.
129. Powers and duties of auditors.
130. Removal of auditor.
131. Filling auditor’s vacancy.
132. Occurrence of vacancy.
133. Auditor’s right to notice.
134. Auditor’s compulsory attendance at meeting.
135. Statement by auditor.
136. Notification of error to auditor.
137. Non-liability for defamation.
138. Provision as to liability of officers and auditors.

Receivers
139. Appointment and registration of receiver.
140. Notice of receivership.
141. Disqualified receivers.
142. Functions of receiver.
143. Functions of receiver-manager.
144. Court appointed receiver.
145. Receiver under instrument.
146. Duty of care.
147. Duties of receiver.
148. Directions by court.
149. Liability of receivers, etc.
150. Preparation of statement for receiver.
151. Content of statement.

CH.308 – 6] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

PART V
MERGER, CONSOLIDATION AND CONSEQUENTIAL

MATTERS
152. Definitions for purposes of Part V.
153. Merger and consolidation.
154. Merger with subsidiary.
155. Effect of merger or consolidation.
156. Disposition of assets.
157. Redemption of minority shares.
158. Arrangements.
159. Rights of dissenters.

PART VI
INCORPORATION AND REGISTRATION OF OTHER

COMPANIES
Incorporation of Companies without Share Capital

160. Application of sections 161 to 169
161. Form of memorandum.
162. By-laws.
163. Directors.
164. Unlimited membership.
165. Classes of membership.
166. Admission to membership.
167. Voting.
168. Transfer of members’ interests.
169. Dissolution and distribution.

Registration of Foreign Companies

170. Interpretation.
171. Carrying on business in The Bahamas.
172. Registration of foreign companies.
173. Requirements for registration of foreign company.
174. Certificate of registration.
175. Effect of registration.
176. Capacity of foreign company.
177. Suspension of registration.
178. Cancellation of registration.
179. Revival of registration.
180. Name display.
181. Registered office.
182. Returns.

COMPANIES [CH.308 – 7



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

PART VII
WINDING UP OF COMPANIES

Preliminary
183. Definition of “contributory”.
184. Nature of liability of contributory.
185. Contributories in case of death.
186. Contributories in case of bankruptcy.

Winding-up by Court
187. Circumstances giving rise to winding-up by court.
188. Company when deemed unable to pay its debts.
189. Application for winding up to be made by petition.
190. Power of court.
191. Commencement of winding up.
192. Court may grant injunction.
193. Course to be pursued by court.
194. Actions and suits to be stayed.
195. Copy of order to be forwarded to Registrar.
196. Power of court to stay proceedings.
197. Effect of order on share capital of company limited by guarantee.
198. Court may have regard to wishes of creditors or contributories.

Official Liquidators
199. Appointment of official liquidator.
200. Registrations, removals, etc.
201. Style and duties of official liquidator.
202. Powers of official liquidator.
203. Discretion of official liquidator.
204. Vesting of property in liquidator.
205. Assistance for liquidator.

Ordinary Powers of Court
206. Collection and application of assets.
207. Provisions as to representative contributories.
208. Power of court to require delivery of property.
209. Power of court to order payment of debts by contributory.
210. Power of court to make calls.
211. Power of court to order payment into bank.
212. Regulation of account with court.
213. Representative contributory not paying monies ordered.
214. Order conclusive evidence.

CH.308 – 8] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

215. Creditors not proving in time.
216. Court to adjust rights.
217. Court to order costs.
218. Dissolution of company.
219. Registrar to make minute of dissolution.

Extraordinary Powers of Court
220. Power of court to summon persons.
221. Examination of parties by court.
222. Power of arrest.
223. Powers of court cumulative.
224. Power to enforce orders.

Voluntary Winding Up of Company
225. Circumstances under which company may be wound up voluntarily.
226. Commencement of voluntary winding up.
227. Effect of voluntary winding up.
228. Notice of resolution to wind up.
229. Consequences of voluntary winding up.
230. Special powers and duties of liquidator.
231. Effect of winding up on share capital of company limited by guarantee.
232. Power of company to delegate authority to appoint liquidator.
233. Arrangement when binding on creditors.
234. Power of creditor or contributory to appeal.
235. Power of liquidators or contributories in voluntary winding up to apply to
court.
236. Power of liquidator to call general meeting.
237. Power to fill vacancy of liquidator.
238. Power of court to appoint liquidators.
239. Liquidators on conclusion of winding-up to make up an account.
240. Liquidator to report meeting to Registrar.
241. Costs of voluntary liquidation.
242. Saving of rights of creditors.
243. Power of court to adopt proceedings of voluntary winding-up.

Winding up subject to the Supervision of the Court
244. Power of court on application to direct winding up subject to supervision.
245. Petition for winding-up subject to supervision.
246. Court may have regard to wishes of creditors.
247. Powers of court to appoint additional liquidators in winding-up subject to
supervision.
248. Effect of order of court for winding up subject to supervision.
249. Appointment of voluntary liquidators to office of official liquidators.

COMPANIES [CH.308 – 9



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

Supplemental Provisions
250. Dispositions after the commencement of winding up to be rendered void.
251. Books of the company to be evidence.
252. Disposal of books, accounts and documents of the company.
253. Inspection of books.
254. Power of assignee to sue.
255. Debts to be proved.
256. Rules to be observed.
257. Preferential payments.
258. Liquidation scheme may be approved.
259. Acceptance of shares, etc., as consideration for sale of property of
company.
260. Mode of determining price.
261. Certain attachments and executions to be void.
262. Fraudulent preference.
263. Assessment of damages against delinquent directors and officers.
264. Prosecution of delinquent directors in winding-up by court.
265. Prosecution of delinquent directors in voluntary winding up.

PART VIII
ADMINISTRATIVE MATTERS

266. Responsibility of Registrar.
267. Application for directions.
268. Registrar’s seal.
269. Delegation.
270. Power to investigate.
271. Removal of companies from Register.
272. Continuation of liability.
273. Property to be vested in Treasurer.
274. Re-vesting of company’s property.
275. Indemnity.
276. Returns to Registrar.
277. Certificate of good standing.

PART IX
CIVIL REMEDIES, CIVIL PENALTIES AND OFFENCES

Civil Remedies
278. Definitions.
279. Derivative action.
280. Restraining oppressive action.
281. Limitation of staying of action.
282. Interim costs.

CH.308 – 10] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

283. Restraining order.
284. Appeal from Registrar’s decisions.
285. Security for costs.

Civil Penalties
286. Civil penalties
287. Recovery of civil penalties.

Offences
288. Criminal liability and proceedings.
289. Name offence.
290. Establishing prohibited association.
291. Offence regarding reduction of capital.
292. False return regarding beneficial ownership of shares.
293. False reports and false statements.
294. Unsigned balance sheet.
295. Falsification of company books, etc.
296. Offences in the course of winding up.
297. Miscellaneous offences.
298. Penalty of perjury.

PART X
MISCELLANEOUS

299. Exemptions.
300. Fees.
301. Amendment of Third Schedule.
302. Rules and regulations.
303. Repeals and savings.
304. Existing companies.


FIRST SCHEDULE — Articles of Association of a Company Limited by Shares.
SECOND SCHEDULE — By-laws.
THIRD SCHEDULE — Fees to be paid to the Registrar.
FOURTH SCHEDULE.

COMPANIES [CH.308 – 11





LRO 1/2010 STATUTE LAW OF THE BAHAMAS

CHAPTER 308

COMPANIES
An Act to consolidate and revise the law respecting

the incorporation, management and control of companies.
[Assent 10th June, 1992]

[Commencement 1st August, 1992]

PART I
PRELIMINARY

1. This Act may be cited as the Companies Act.
2. In this Act —
“affiliate” or “affiliated company” includes, in

relation to another company, a company that
directly or indirectly controls, is controlled by,
or is under common control with, such other
company; and hence is considered to be a
member of the same group of companies;

“approved form” means such forms as the Minister
approves for the purposes of this Act;

“articles” means the articles of association of a
company which prescribe the regulations of that
company;

“authorized capital”, in relation to a company, means
the sum of the aggregate par value of all shares
which the company is authorized by its memor-
andum to issue plus the amount, if any, stated in
its memorandum as authorized capital to be
represented by shares without par value which
the company is authorized by its memorandum
to issue;

“Bahamian” means —
(a) a citizen of The Bahamas; or
(b) as regards a company, a company registered

under this Act, in which not less than sixty
per cent of its shares are beneficially owned
by Bahamians;

18 of 1992
24 of 1993
28 of 1994
30 of 1995
2 of 1998
1 of 1999
2 of 1999
23 of 1999
S.I. 36/2005
13 of 2009

Short title.

Interpretation.

28 of 1994, s. 2.

CH.308 – 12] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2010

“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 plus —
(a) the aggregate of the amounts designated as

capital of all outstanding shares without
par value of the company, and

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

“company” unless the context otherwise requires,
means a company that is incorporated or
registered under this Act;

“court” means the Supreme Court;
“debenture” includes debenture stock, bonds and any

other securities of a company whether
consisting of a charge on the assets of the
company or not;

“existing company” means a company that was
incorporated or registered under an Act in force
in The Bahamas prior to the commencement of
this Act but does not include a company
incorporated under the International Business
Company Act;

“former Act” means the Companies Act which was
repealed by this Act;

“individual” means a natural person who has attained
the age of majority in accordance with the
relevant law;

“member” means a member of a non-profit company
or a member of a company limited by guarantee
or a shareholder of a company limited by shares
or by shares and guarantee;

“memorandum” means the memorandum of associa-
tion of a company;

“non-profit company” means a company which
satisfies the requirements of section 161;

“officer” in relation to a company, means —
(a) the chairman or deputy chairman of the

board of directors;
(b) the president, vice-president, managing di-

rector, general manager, comptroller, secre-
tary or treasurer; and

28 of 1994, s. 2.

28 of 1994, s. 2.

Ch. 309.

Statute Law of
The Bahamas,
Revised Edition
1987, Ch. 279.

COMPANIES [CH.308 – 13



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
LRO 1/2006 STATUTE LAW OF THE BAHAMAS

(c) any other individual who performs for the
body corporate functions similar to those
normally performed by the holder of any
office specified in paragraph (a) or (b);

“parent company” means a company that owns at
least fifty per cent of the outstanding voting
shares of each class or series of shares in
another company:

Provided that for the purposes of section
154 it means a company that owns more than
ninety percent of such shares as aforesaid;

“private company” has the meaning assigned to it by
section 62 of the Securities Industry Act;

“prospectus” means prospectus, notice, circular,
advertisement, or other invitation, offering to
the public for subscription or purchase any
shares or debentures of a company;

“public company” means a company whose shares or
any class of whose shares are intended for
distribution to the public;

“Registrar” means the Registrar of Companies;
“Registrar of Companies” means the Registrar

General;
“resolution of directors” means —

(a) a resolution approved by 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 all of the members of the
committee, as the case may be,

but, where a director is given more than one vote
in any circumstances, he shall in the circum-
stances be counted for the purposes of establish-
ing a majority by the number of votes he casts;

28 of 1994, s. 2.

1 of 1999, s. 98
and Sch.
Ch. 363.

CH.308 – 14] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

“resolution of members” or “resolution of the
company” means —
(a) a resolution approved at a duly constituted

meeting 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 members
voting at the meeting either in
person or by proxy, or

(ii) a simple majority, or such larger
majority as may be specified in the
articles, of the votes of the holders
of each class or series of shares
voting at the meeting either in
person or by proxy;

(b) a resolution consented to in writing and
supported by —

(i) a simple majority, or such larger
majority as may be specified in the
articles, of the votes of the members,
or

(ii) a simple majority, or such larger
majority as may be specified in the
articles, of the votes of the holders
of each class or series of shares;

“share” includes stock;
“shareholder” means a person who has acquired

shares in a company incorporated under this Act
that is limited by shares;

“subsidiary company” means a company at least fifty
per cent of whose outstanding voting shares of
each class or series of shares are owned by
another company:

Provided that for the purposes of section
154 it means a company more than ninety
percent of whose shares as aforesaid are owned
by another company;

“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.

28 of 1994, s. 2.

28 of 1994, s. 2.

COMPANIES [CH.308 – 15



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

PART II
CONSTITUTION AND INCORPORATION OF

COMPANIES
Legal Formalities

3. (1) Subject to subsection (2), two or more
persons may incorporate a company with or without limited
liability by signing a memorandum and submitting it to the
Registrar save that in the case of a non-profit company such
signing of the memorandum shall be by two or more
individuals.

(2) No person who —
(a) is under the age of majority;
(b) has been found to be of unsound mind by a

tribunal in The Bahamas or elsewhere; or
(c) is an undischarged bankrupt,

may join in the incorporation of a company under this Act.
(3) If the memorandum submitted to the Registrar is

accompanied by a statutory declaration by a counsel and
attorney that to the best of his knowledge and belief no
signatory to the memorandum is an individual described in
subsection (2), the declaration is, for the purposes of this
Act, conclusive of the facts declared therein.

4. The liability of the members of a company
incorporated under this Act may, according to the
memorandum, be limited either to the amount, if any,
unpaid on the shares respectively held by them, or to such
amount as the members may respectively undertake by the
memorandum to contribute to the assets of the company in
the event of its being wound up.

5. Subject to section 13, where a company is
incorporated on the principle of having the liability of its
members limited to the amount unpaid on their shares,
hereinafter referred to as a company limited by shares, the
memorandum shall state —

(a) the name of the proposed company with the
addition of the word “Limited” or “Ltd.” as the
last word in such name;

(b) the location in The Bahamas of the registered
office;

Method of
incorporation.
28 of 1994, s. 2A.

Mode of limiting
liability of
members.

Memorandum of
company with
limited liability.

CH.308 – 16] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(c) that the liability of the members is limited;
(d) the amount of capital with which the company

proposes to be registered and subject to section
35(3), its division into a stated number of shares
of a certain fixed amount;

(e) that no subscriber may take less than one share;
(f) that each subscriber to the memorandum shall

write opposite his name the number of shares he
takes; and

(g) the number of shareholders, the amount of share
capital as indicated by the number of shares and
(where applicable) the value of each share with
which the company proposes to be registered.

6. Where a company is formed on the principle of
having no limit placed on the liability of its members,
hereinafter referred to as an unlimited liability company,
the memorandum shall state —

(a) the name of the proposed company;
(b) the location in The Bahamas of the registered

office;
(c) where the company has a share capital —

(i) that the liability of the members is unlim-
ited, and

(ii) that each subscriber is obliged to write
opposite his name the number of shares he
takes; and

(d) the number of members and the amount of share
capital (if any) with which the company proposes
to be registered.

7. Subject to section 13, where a company is
formed on the principle of having the liability of its
members limited to such amount as the members
respectively undertake to contribute to the assets of the
company in the event of a winding up, hereinafter referred
to as a company limited by guarantee, the memorandum
shall state —

(a) the name of the proposed company with the
addition of the word “Limited” or “Ltd.” as the
last word in such name;

(b) the location in The Bahamas of the registered
office;

Memorandum of
company with
unlimited
liability.

Memorandum of
company limited
by guarantee.

COMPANIES [CH.308 – 17



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(c) that each member undertakes to contribute to the
assets of the company, in the event of a winding
up during the time that he is a member, or within
one year afterwards, for payment of the debts
and liabilities of the company contracted before
the time at which he ceases to be a member and
of the costs charges and expenses of winding up
the company and for the adjustment of the rights
of the contributories amongst themselves, such
amounts as may be required, not exceeding an
amount to be specified therein; and

(d) the number of members with which the
company proposes to be registered.

8. (1) Without affecting anything contained in this
Act, a company may be limited both by shares and by
guarantee and any reference in this Act to a company
limited by shares or to a company limited by guarantee
shall so far as appropriate include a company limited both
by shares and by guarantee.

(2) The memorandum of a company limited both by
shares and by guarantee shall state the number of shares
and the value of each share with which the company
proposes to be registered.

9. (1) The memorandum shall be signed by each
subscriber in the presence of at least one witness who shall
attest his signature.

(2) The memorandum shall, when registered, bind the
company and the shareholders to the same extent as if —

(a) each shareholder had subscribed his name and
affixed his seal thereto; and

(b) there were contained in the memorandum on the
part of himself, his heirs, executors and
administrators, a covenant to observe all the
conditions of such memorandum, subject to this
Act.

(3) Where a company referred to in section 5, 6, 7 or
8 increases the number of its shareholders or members or the
amount of its share capital beyond the registered number or
amount as contained in the memorandum, notification of the
increase shall be given to the Registrar within fourteen days
of the resolution authorizing the increase and the Registrar
shall thereupon record the increase.

Company limited
both by shares
and by
guarantee.

Signature, etc., of
memorandum.

CH.308 – 18] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

10. (1) Subject to subsection (2), articles signed by
the subscribers to the memorandum shall be filed with the
Registrar in respect of each company not later than six
months after the issue of the certificate of incorporation of
the company.

(2) A company limited by shares may, instead of
filing articles, notify the Registrar in writing at the time of
submission of its memorandum that it adopts the First
Schedule either with or without modification.

(3) Modifications to the First Schedule shall be filed
with the Registrar.

(4) A company limited by shares which does not file
articles within six months from the date of filing its
memorandum shall be deemed to have adopted the First
Schedule.

11. The articles, when registered, bind the company
and the members thereof to the same extent as if each
member had subscribed his name and affixed his seal
thereto, and there were contained in such articles a
covenant, on the part of himself, his heirs, executors and
administrators to conform to all the regulations contained
in such articles subject to this Act; and all monies payable
by any member to the company, in pursuance of the
conditions or regulations, shall be deemed to be a debt due
from such member of the company.

12. (1) No company shall be incorporated under this
Act under a name that —

(a) is identical with that under which an existing
company is already incorporated under the
former Act or any other Act concerned with the
incorporation of companies or which so nearly
resembles such other name as to be calculated to
deceive or confuse except where the company in
existence is in the course of being dissolved or
signifies its consent in such manner as the
Registrar approves;

(b) contains, without express prior permission of the
Registrar which permission may be withheld
without assigning a reason, the words “Assur-
ance”, “Bank”, “Building Society”, “Chamber of
Commerce”, “Chartered”, “Cooperative”,


Articles of
association.

First Schedule.

Signature and
effect of articles.

Restriction on
name of
company.

2 of 1999, s. 2.

COMPANIES [CH.308 – 19



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

“Exchange”, “Imperial”, “Insurance”, “Muni-
cipal”, “Royal”, or a word conveying a similar
meaning, or any other word that, in the opinion
of the Registrar, suggests or is calculated to
suggest —

(i) the patronage of the Government of The
Bahamas or a Minister of the Government
of The Bahamas.

(ii) a connection with any Ministry or Depart-
ment of the Government of The Bahamas,

(iii) a connection with any local authority or a
statutory board; or

(c) is indecent, offensive or, in the opinion of the
Registrar, is otherwise objectionable.

(2) Where a company is incorporated under a name
that —

(a) is identical with a name under which a company
in existence is already incorporated; or

(b) so nearly resembles the name of another
company in existence which is already incorpo-
rated, as to be calculated to deceive or confuse,

the Register may, whether or not the consent of the
company in existence has been obtained pursuant to
paragraph (a) of subsection (1), give notice to the last
registered company to change its name and if it fails to do
so within sixty days from the date of the notice, the
Registrar shall direct the company to change its name to
such name as the Registrar deems appropriate and the
Registrar shall publish a notice of the change in the
Gazette.

(3) A company may amend its memorandum to
change its name.

(4) Subject to subsections (1) and (2), where a
company changes its name the Registrar shall enter the
new name in the register of companies in place of the
former name and shall issue a new certificate of
incorporation indicating the change of name.

(5) A change of name shall not affect any rights or
obligations of the company or render defective any legal
proceedings by or against the company and all legal
proceedings that have been commenced by or against the
company in its former name may be continued in its new
name.

2 of 1999, s. 2.

28 of 1994, s. 3.

28 of 1994, s. 3.

28 of 1994, s. 3.

CH.308 – 20] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

13. Subject to section 14, the word “Limited”, or the
abbreviation “Ltd.” must be part of the name of every
company incorporated under this Act with limited liability,
but a company may use and may be legally designated by
either the full or the abbreviated form.

14. (1) Where the Minister is satisfied that an
association is about to be incorporated as a limited liability
company for the purpose of promoting objects that are
religious, charitable, educational, scientific, historical,
fraternal, literary, sporting, artistic or athletic, and that the
profits (if any) and other income are to be applied to the
promotion of those objects, or that there is a prohibition of
any dividend or refund of contribution to its members, the
Minister may by licence authorize that the association be
incorporated without the word “Limited” in its name.

(2) Where it is proved to the satisfaction of the
Minister —

(a) that the objects of a company incorporated as a
limited liability company are restricted to those
specified in subsection (1) and to objects
incidental or conducive thereto; and

(b) that, by its constitution, the company is required
to apply its profits, if any, or other income in
promoting its objects, and is prohibited from
paying and dividend to its members,

the Minister may by licence authorize the company to
make, by resolution, a change in its name, including or
omitting the word “limited” and subsection (3) shall apply
to a change of name under this subsection.

(3) Where a company changes its name under
subsection (2) the company shall notify the Registrar of
such change and the Registrar shall enter the new name in
the register of companies in place of the former name, and
shall issue a new certificate of incorporation indicating the
change of name.

(4) A licence by the Minister under this section may
be granted on such conditions and subject to such
regulations as the Minister thinks fit, and those conditions
and regulations shall be binding on the company, and shall,
if the Minister so directs, be inserted in the memorandum
and articles or in one of those documents.

Requirement as
to name.

Exclusion of
“Limited” from
name of
companies.

28 of 1994, s. 4.

28 of 1994, s. 4.

COMPANIES [CH.308 – 21



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(5) An association to which a licence is granted, on
incorporation, is entitled to enjoy all the privileges of
limited companies and be subject to all their obligations,
except those of using the “Limited” as any part of its name
and of publishing its name and of sending lists of members
and directors and other officers to the Registrar.

(6) A licence under this section may at any time be
revoked by the Minister, and upon revocation the Registrar
shall enter the word “Limited” at the end of the name of
the company as it appears in the register and the
exemptions and privileges granted by this section shall
cease to apply to the company, but before a licence is
revoked by the Minister, he shall inform the company of
his intention and shall afford the company an opportunity
of being heard in opposition to the intended revocation.

(7) This section applies to a non-profit company as
incorporated in accordance with Part VI of this Act.

15. (1) A person may apply in the approved form to
the Registrar for the reservation of a name set out in the
application as —

(a) the name of an intended company; or
(b) the name to which an existing company

proposes to change its name.
(2) If the Registrar is satisfied as to the bona fides of

the application and that the proposed name by which the
intended company or existing company could be registered
is not such as to contravene the provisions of this Act, he
shall reserve the proposed name for a period of six weeks
from the date of the lodging of the application.

(3) If at any time while the name is so reserved,
application is made to the Registrar for an extension of that
period and the Registrar is satisfied as to the bona fides of
the application, he may grant an extension for a further
period of six weeks.

(4) During the period for which a name is reserved,
no company, other than the intended company or an existing
company in respect of which the name is reserved, may be
registered under this Act, whether originally or on change of
name, under the reserved name or under any other name
that, in the opinion of the Registrar, so closely resembles the
reserved name as to be calculated to deceive or confuse.

Reserving name.

CH.308 – 22] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(5) The reservation of a name under this section in
respect of an intended company or an existing company
does not in itself entitle the intended company or existing
company to be registered by that name, either originally or
on change of name.

Incorporation
16. (1) Upon receipt of a memorandum in conformity

with the requirements of this Act, the Registrar shall issue a
certificate of incorporation in the approved form; and such a
certificate shall be conclusive proof of the incorporation of
the company named in the certificate.

(2) From the date of incorporation mentioned in the
certificate, the subscribers to the memorandum together
with such other persons as may from time to time become
members of the company, shall be a body corporate by the
name contained in the memorandum capable of exercising
all the functions of an incorporated company, and having
perpetual succession and a common seal, with power to
hold lands, but with such liability on the part of the
members to contribute to the assets of a company in the
event of its being wound up.

(3) A copy of a memorandum or articles filed and
registered in accordance with this Act or any extract
therefrom certified under the hand and seal of the Registrar
as a true copy shall be received in evidence in any court in
The Bahamas without further proof.

17. (1) A company incorporated under this Act shall
at all times maintain a registered office in The Bahamas.

(2) The address of the registered office if not
submitted for registration with the memorandum shall be
submitted to the Registrar for registration within thirty
days from the date of incorporation of the company.

(3) The directors of the company may change the
address of the registered office of the company which
change shall be notified to the Registrar.

18. (1) A company shall prepare and maintain at its
registered office records containing —

(a) a copy of the memorandum and articles and all
amendments thereto;

Certificate of
incorporation
and conse-
quences thereof.

Registered office.

28 of 1994, s. 5.

Company
records.

COMPANIES [CH.308 – 23



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(b) minutes of meetings and resolutions of share-
holders of the company;

(c) copies of any notice that is required under this
Act; and

(d) any register or such like document that is
required under this Act.

19. The Registrar shall maintain a register in which
shall be entered the following particulars —

(a) the name of the company;
(b) the location in The Bahamas of the registered

office;
(c) the amount of capital of the company, the

number of shares into which it is divided and
either the nominal value of each share or that the
shares are shares of no par value;

(d) the names, addresses and occupations of the
subscribers to the memorandum and the number
of shares taken by each subscriber;

(e) the date of execution of the memorandum;
(f) the date of the filing of the memorandum;
(g) the number assigned to the company; and
(h) in the case of a company limited by guarantee or

which has no limit placed on the liability of its
members, a statement that such a company is
limited by guarantee or is unlimited, as the case
may be.

20. (1) A company shall send to every member at
his request and, on payment of such sum as the company
may prescribe, a copy of, the memorandum and articles.

(2) Where any alteration is made in the memorandum
or articles, every copy issued after the date of alteration shall
be in accordance with such alteration.

21. Every company incorporated or registered under
this Act shall have its name —

(a) painted or affixed and shall keep such name
painted or affixed on the outside of every office
or place in which the business of the company is
carried on, or in any corridor, passage or hallway
adjacent or proximate thereto, in a conspicuous
position, in letters easily legible;

Register of
companies.

Copies of
memorandum
and articles to be
given to
members.

Publication of
name.

CH.308 – 24] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) engraved in legible characters on its seal;
(c) typed, printed or stamped in legible characters

on all notices, advertisements and other official
publications of the company;

(d) typed, printed or stamped in all bills of exchange,
promissory notes, endorsements, cheques and
orders for money or goods purporting to be
signed by or on behalf of such company; and

(e) typed, printed or stamped on all bills of parcels,
invoices, receipts and letters of credit of the
company.

22. (1) Except as provided in this section, a person
who enters into a written contract in the name of or on
behalf of a company before it is incorporated is personally
bound by the contract and is entitled to the benefits of the
contract.

(2) Within a reasonable time after the company is
incorporated, it may, by any action or conduct signifying
its intention to be bound thereby, adopt a written contract
entered into in its name or on its behalf before it was
incorporated.

(3) When a company adopts a contract under
subsection (2) —

(a) the company is bound by the contract and is
entitled to the benefits thereof as if the company
had been in existence at the date of the contract
and been a party to it; and

(b) a person who purported to act in the name of the
company or on its behalf ceases, except as
provided in subsection (4), to be bound by or
entitled to the benefits of the contract.

(4) Except as provided in subsection (5), whether or
not a written contract made before the incorporation of the
company is adopted by the company, a party to the contract
may apply to the court for an order under which
obligations under the contract may be fixed or being joint
or joint and several for apportioning liability between the
company and a person who purported to act in the name of
the company or on its behalf; and the court may, make any
order it thinks fit.

Pre-
incorporation
contracts.

COMPANIES [CH.308 – 25



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(5) If it is expressly so provided in a written
contract, a person who purported to act for or on behalf of
a company before it was incorporated is not in any event
bound by the contract or entitled to the benefits of the
contract.

23. Any writ, notice, order or other document
required to be served upon a company may be served by
leaving the same, or sending it through the post in a
prepaid letter, addressed to the company at its registered
office.

Capacity and Powers
24. (1) Subject to this Act, a company incorporated

under this Act has the capacity and all the rights, powers
and privileges of an individual of full capacity.

(2) A company incorporated under this Act has the
capacity to carry on its business, conduct its affairs and
exercise its powers in any jurisdiction outside of The
Bahamas to the extent that the laws of The Bahamas and of
that jurisdiction so permit.

(3) Any limitations in the memorandum or articles
on the objects or powers of the company or any limitations
whether in the memorandum or articles or resulting from a
decision of the company in general meeting on the
authority of the board of directors or officers of the
company, shall not affect a third party, unless that party
actually knows of such limitations or the lack of such
authority relating to the relevant transaction.

(4) This section shall not authorize a company to
carry on any business or activity in breach of —

(a) any Act prohibiting or restricting the carrying on
of the business or activity; or

(b) any provision requiring permission or licence for
the carrying on of the business or activity.

25. (1) A contract made according to this section on
behalf of a company —

(a) if not otherwise invalid, shall be valid; and
(b) may be varied or discharged in the like manner

that it is authorized by this section to be made.

Service of
documents on
company.

Capacity and
powers.

Contracts.

CH.308 – 26] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(2) A contract that, if made between individuals,
would, by law, be required to be in writing under seal may
be made on behalf of a company in writing under seal.

(3) A contract that, if made between individuals
would, by law, be required to be in writing or to be
evidenced in writing by the parties to be bound thereby
may be made or evidenced in writing signed in the name of
or on behalf of the company.

26. (1) Every company shall have a common seal
with its name engraved thereon in legible characters.

(2) It authorized by its articles, a company may
have for use in any country, other than The Bahamas, or
for use in any district or place not situated in The Bahamas,
an official seal, which shall be a facsimile of the common
seal of the company with the addition on its face of the
name of every country, district or place where it is to be
used.

(3) Every document to which an official seal of the
company is duty affixed shall bind the company as if it has
been sealed with the common seal of the company.

(4) A company may, by instrument in writing under
its common seal, authorize any person appointed for that
purpose to affix the company’s official seal to any
document to which the company is a party in the country,
district or place where its official seal can be used.

(5) Any person dealing with an agent appointed
pursuant to subsection (4) in reliance on the instrument
conferring the authority may assume that the authority of
the agent continues during the period, if any, mentioned in
the instrument or, if no period is so mentioned, until that
person has actual notice of the revocation or determination
of the authority.

27. (1) A bill of exchange or promissory note shall
be deemed to have been made, accepted or endorsed, on
behalf of a company, if made, accepted or endorsed in the
name of the company by a person acting under the
authority of the company, or if expressed to be made,
accepted or endorsed on behalf or on account of the
company by a person acting under the authority of the
company.

(2) If any director, manager or officer of a company
or any person on its behalf signs or authorizes to be signed
on behalf of the company any bill of exchange, promissory


Company seals.

Bills and notes.

28 of 1994, s. 6.

COMPANIES [CH.308 – 27



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

note, endorsement, cheque, order for money or goods, or
issues or authorizes to be issued any bills of parcels,
invoice, receipt or letter of credit of the company wherein
its name is not mentioned, he is guilty of an offence and
shall be liable on summary conviction to a fine of five
hundred dollars and shall further be personally liable to the
holder of any such bill of exchange, promissory note,
cheque or order for money or goods for the amount thereof,
unless the same is duly paid by the company.

28. (1) A company may, in writing under seal,
empower any person, either generally or in respect of any
specified matter, as its attorney to execute deeds or any
other document, agreement or instrument on its behalf in
any place within or outside The Bahamas.

(2) A deed or any other document, agreement or
instrument executed by a person empowered as provided in
subsection (1) shall bind the company and has the same
effect as if it were under the company’s seal.

29. (1) Subject to this Act, a company may by
resolution of the members alter the contents of its
memorandum.

(2) Subject to this Act and to any conditions
contained in its memorandum, a company may by
resolution of its members alter or add to its articles.

(3) A company that alters its memorandum under
subsection (1) or alters or adds to its articles under
subsection (2) shall submit to the Registrar a copy of the
resolution of members altering its memorandum or altering
or adding to its articles, as the case may be, signed by a
director, the secretary or an authorized officer of the
company, as a true copy of such resolution and the
Registrar shall retain and register such copy of the
resolution.

30. Subject to section 31, a company may give
financial assistance to any person by means of a loan,
guarantee or otherwise —

(a) in the ordinary course of business, if the lending
of money by such a company is not prohibited
by any Act in force in The Bahamas;

(b) on account of expenditures incurred or to be
incurred on behalf of the company;

Power of
attorney.

Alteration of
memorandum
and articles.

28 of 1994, s. 7.

Permitted loans.

CH.308 – 28] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(c) to a parent company, if the company that intends
to make the loan or give a guarantee is a
subsidiary company of the parent company;

(d) to a subsidiary company of the parent company;
and

(e) to employees of the company or any of its
affiliates for any purpose including —

(i) to enable or assist them to purchase or
erect living accommodation for their own
occupation,

(ii) in accordance with a plan for the purchase
of shares of the company or any of its
affiliates to be held by a trustee, or

(iii) to enable or assist them to improve their
education or skills or to meet reasonable
medical expenses.

31. (1) When circumstances prejudicial to the
company exist, the company or any company to which it is
affiliated shall not, except as permitted by section 30,
directly or indirectly give financial assistance, by means of
a loan, guarantee or otherwise —

(a) to a member, director, officer, or employee of
the company or affiliated company, or to an
associate of any such person for any purpose; or

(b) to any person for the purpose of, or in
connection with, a purchase of a share issued or
to be issued by the company or a company with
which it is affiliated.

(2) Circumstances prejudicial to the company exist
in respect of financial assistance referred to in subsection
(1) when there are reasonable grounds for believing that —

(a) the company is unable or would, after giving the
financial assistance, be unable to pay its liabil-
ities as they become due; or

(b) the realisable value of the company’s assets,
excluding the amount of any financial assistance
in the form of loan and in the form of assets
pledged or encumbered to secure a guarantee,
would, after giving the financial assistance, be
less than the aggregate of the company’s
liabilities and issued share capital of all classes.

Prohibited loans.

COMPANIES [CH.308 – 29



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

32. A contract made by a company contrary to
section 31 may be enforced by the company or by a
borrower for value in good faith without notice of the
contravention.

33. A company may, from time to time, in writing
under its common seal, agree to refer and may refer to
arbitration any existing or future difference, question of
other matter in dispute between itself and any other
company or person; and the parties to the arbitration may
delegate to the person to whom the reference is made
power to settle any terms or to determine any matter
capable of being lawfully settled or determined by the
companies themselves or by the directors of other officers
of such companies.

34. Any summons, notice, order, document or pro-
ceedings requiring authentication by a company may be
signed by any director, secretary or other authorized officer
of the company, and need not be under the common seal of
the company, and the same may be in writing or in print, or
partly in writing and partly in print.

PART III
SHARE CAPITAL, SHAREHOLDERS AND RELATED

MATTERS
Share Capital

35. (1) The shares or other interest of a shareholder
in a company incorporated under this Act are personal
property capable of being transferred in the manner
prescribed by the articles, and are not of the nature of real
property, and each share, unless the articles otherwise
provide, shall, in the case of a company having its share
capital divided into shares, be distinguishable by its given
number.

(2) Any transfer of a share or other interest of a
deceased shareholder of a company under this Act made by
his personal representative shall, notwithstanding such
personal representative may not himself be a shareholder,
be of the same validity as if he had been a shareholder at
the time of the execution of the instrument of transfer.

(3) Shares may have a nominal or par value or may
be of no par value.

Enforcement of
prohibited loans.

Power to refer
matters to
arbitration.

Authentication
of summons,
notice or
proceeding.

Nature of shares
and of certain
transfers.

CH.308 – 30] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(4) Subject to any limitations in its memorandum or
articles, a company may issue fractions of a share and
unless and to the extent otherwise provided in the
memorandum or articles, a fractional share has the
corresponding fractional liabilities, limitations, prefer-
ences, privileges, qualifications, restrictions, rights and
other attributes of a share of the same class or series of
shares.

36. (1) The articles may provide for the issue of
more than one class of shares; and if they so provide, the
rights, privileges, restrictions and conditions attaching to
each share shall be set out in such articles.

(2) Where there is no such provision in the articles,
a company may by resolution of shareholders resolve that
all of its shares or, if its capital be divided into shares of
different classes, that all of its shares of a particular class
rank pari passu for all purposes, and in either case either
already issued and being fully paid up or thereafter to be
issued as fully paid up, need not thereafter have a
distinguishing number.

(3) If the articles of a company so provide, no
shares of a class of shares may be issued unless the shares
have first been offered to the shareholders of the company
holding shares of that class; and those shareholders have a
pre-emptive right to acquire the offered shares in
proportion to their holdings of the shares of that class, at
such price and on such terms as those shares are to be
offered to others.

(4) Notwithstanding that the articles provide for the
pre-emptive rights referred to in subsection (3), the
shareholders of the company have no pre-emptive right in
respect of shares to be issued by the company —

(a) for a consideration other than money;
(b) as a share dividend; or
(c) pursuant to the exercise of conversion

privileges, options or rights previously granted
by the company.

37. (1) If, in the case of a company, the share capital
of which is divided into different classes of shares,
provision is made by the memorandum or articles for
authorizing the variation of the rights attached to any class
of shares in the company, subject to the consent of any


28 of 1994, s. 8.

Classes of shares
and issue thereof.

Variation of
shareholders’
rights.

COMPANIES [CH.308 – 31



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

specified proportion of the holders of the issued shares of
that class or the sanction of a resolution passed at a
separate meeting of the holders of those shares, and in
pursuance of such provision the rights attached to any such
class of shares are at any time varied, the holders of not
less in the aggregate than fifteen per cent of the issued
shares of that class, being persons who did not consent to
or vote in favour of the resolution for the variation, may
apply to the court to have the variation cancelled, and
where any such application is made, the variation shall not
have effect unless and until it is confirmed by the court.

(2) An application under this section shall be made
within twenty-one days after the date on which the consent
was given or the resolution was passed, as the case may be,
and may be made on behalf of the shareholders entitled to
make the application by one or more of their number as
they may appoint in writing for the purpose.

(3) On any such application, the court, after hearing
the applicant and any other persons who apply to the court
to be heard and appear to the court to be interested in the
application, may, if it is satisfied, having regard to all the
circumstances of the case, that the variation would unfairly
prejudice the shareholders of the class represented by the
applicant, disallow and shall, if not so satisfied, confirm
the variation.

(4) The decision of the court on any such application
shall be final.

(5) The company shall within fifteen days after the
making of an order by the court on any such application
forward a copy of the order to the Registrar, and, if default
is made in complying with this provision, the company and
every officer of the company who is in default shall be
liable to a civil penalty of ten dollars for each day during
which the default continues.

(6) In this section, “variation” includes abrogation
and “varied” shall be construed accordingly.

38. Subject to the articles, shares may be issued at
such times and to such persons and for such consideration
as the directors may determine.

39. (1) A share may not be issued until it is fully or
partly paid —

(a) in money; or

Share issue.

Consideration.

CH.308 – 32] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) in property or for past service that is the fair
equivalent of the money that the company would
have received if the share had been issued for
money.

(2) In determining whether property or past service
is the fair equivalent of a money consideration the directors
may take into account reasonable charges and expenses of
organisation and re-organisation and payments for property
and past services expected to benefit the company.

(3) For the purposes of this section “property” does
not include a promissory note or a promise to pay.

40. (1) No allotment shall be made of any share
capital of a company offered to the public for subscription
unless the following conditions have been complied with,
namely —

(a) the amount, if any, fixed by the memorandum or
articles and named in the prospectus as the
minimum subscription upon which the directors
may proceed to allotment; or

(b) if no amount is so fixed and named, then the
whole amount of the share capital so offered for
subscription,

has been subscribed and the sum payable on application for
the amount so fixed and named, or for the whole amount
offered for subscription has been paid to and received by
the company.

(2) The amount so fixed and named and the whole
amount referred to in subsection (1) shall be reckoned
exclusive of any amount payable otherwise than in cash
and in this Act referred to as the minimum subscription.

(3) The amount payable on application on each
share shall not be less than five per cent of the nominal
value of the share.

(4) Where the conditions specified in subsection (1)
have not been complied with on the expiration of forty
days after the first issue of the prospectus, all money
received from applicants for shares shall be immediately
repaid to them without interest and, if any such money is
not repaid within forty-eight days after the issue of the
prospectus, the directors of the company are jointly and
severally liable to repay that money with interest at the


Restrictions as to
allotment.

COMPANIES [CH.308 – 33



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

current prime rate of interest from the expiration of the
forty-eight days; but a director shall not be liable if he
proves that the loss of the money was not due to any
misconduct or negligence on his part.

(5) Any condition requiring or binding any applicant
for shares to waive compliance with any requirement of this
section is void.

(6) This section, except subsection (3), shall not
apply to any allotment of shares subsequent to the first
allotment of shares offered to the public for subscription.

(7) In the case of the first allotment of share capital
payable in cash of a company having a share capital which
has issued a prospectus but has not proceeded to allot any
shares offered to the public for subscription, no allotment
may be made unless the minimum subscription, that is to
say —

(a) the amount, if any, fixed by the memorandum or
articles and named in the prospectus as the
minimum subscription upon which the directors
may proceed to allotment; or

(b) if no amount is so fixed and named, then the
whole amount of the share capital other than that
issued or agreed to be issued as fully or partly
paid up otherwise than in cash,

has been subscribed and an amount, not less than five per
cent of the nominal amount of each share payable in cash,
has been paid to and received by the company.

(8) This section shall not apply to a private company.
41. (1) An allotment made by a company to an

applicant contrary to section 40 is voidable at the instance
of the applicant within thirty days of the holding of the
statutory meeting of the company and is so voidable
notwithstanding that the company is in the course of being
wound up.

(2) A director of a company who knowingly contra-
venes or permits or authorizes the contravention of any
requirement of section 40 with respect to an allotment shall
be liable to compensate the company and the allottee
respectively for any loss, damages or costs which the
company or the allottee may have sustained or incurred as
a result of such contravention.

1 of 1999, s. 98
and Sch.

1 of 1999, s. 98
and Sch.

Effect of
irregular
allotment.

CH.308 – 34] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(3) Proceedings for the recovery of any such loss,
damages or costs may not be commenced after the
expiration of two years from the date of the allotment.

(4) For the purposes of this section “statutory meeting
of the company” means a meeting held in accordance with
section 70(2).

42. (1) A company shall not commence business or
exercise any borrowing powers unless —

(a) shares held subject to the payment of the whole
amount thereof in cash have been allotted to an
amount not less in the whole than the minimum
subscription;

(b) every director of the company has paid to the
company on each of the shares taken or
contracted to be taken by him, and for which he
is liable to pay in cash, a proportion equal to the
proportion payable on application and allotment
on the shares offered for public subscription;

(c) there has been filed with the Registrar a
statutory declaration by the secretary or one of
the directors in the approved form that the
conditions specified in section 40 have been
complied with.

(2) The Registrar shall, on filing of the statutory
declaration, certify that the company is entitled to
commence business, and the certificate shall be conclusive
evidence that the company is so entitled.

(3) A contract made by a company before the date
at which it is entitled to commence business is provisional
only and shall not be binding on the company until that
date on which date it shall become binding.

(4) Nothing in this section precludes the simultaneous
offer for subscription or allotment of any shares and
debentures on the receipt of any money payable on
application for debentures.

(5) This section shall not apply to a private company.
43. (1) Where a public company limited by shares or

a company limited by guarantee and having a share capital
makes any allotment of its shares, the company shall
within three months thereafter deliver to the Registrar —

Restriction on
commencement
of business.

1 of 1999, s. 98
and Sch.

1 of 1999, s. 98
and Sch.

Returns as to
allotment.

COMPANIES [CH.308 – 35



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(a) a return of the allotments, stating the number
and nominal amount of the shares comprised in
the allotment, the names, addresses and descrip-
tion of the allottees and the amount, if any, paid
or due and payable on each share; and

(b) in the case of shares allotted as fully or partly
paid up otherwise than in cash, a written
contract constituting the title of the allottee to
the allotment together with any contract of sale
for services or other consideration in respect of
which that allotment was made and a return
stating the number and nominal amount of
shares so allotted, the extent to which they are to
be treated as paid up and the consideration for
which they have been allotted.

(2) Where such a contract as is referred to in
subsection (1) is not in writing, the company shall within
three months after the allotment file with the Registrar the
prescribed particulars of the contract.

(3) In case of a default in delivering to the Registrar
within three months after the allotment any document
required to be filed by this section, the company, or any
person liable for the default, may apply to the court for
relief and the court, if satisfied that the omission to file the
document was accidental due to inadvertence or that it is
just and equitable to grant relief, may make an order
extending the time for the filing of the document for such
time as it considers proper.

44. (1) Subject to this section and to its memorandum,
a company may purchase or otherwise acquire shares issued
by it.

(2) A company may not make any payment to
purchase or otherwise acquire shares issued by it, if there
are reasonable grounds for believing that —

(a) the company is unable, or would after that
payment, be unable to pay its liabilities as they
become due, or

(b) the realisable value of the company’s assets
would, after that payment, be less than the
aggregate of its liabilities and issued share
capital of all classes.

(3) A purchase or acquisition of shares under this
section shall not be a reduction of share capital within the
meaning of this Act.

Acquisition of
holding of own
shares.

CH.308 – 36] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

45. Shares or fraction of shares issued by a company
and purchased, redeemed or otherwise acquired by the
company shall he cancelled, or, if the articles limit the
number of authorized shares, the shares or fractions may be
restored to the status of authorized, but unissued, shares.

46. (1) A contract with a company providing for the
purchase of shares of a company is specifically enforceable
against the company except to the extent that the company
cannot perform the contract without thereby being in
breach of section 44.

(2) In any action brought on a contract referred to in
subsection (1), the company shall have the burden of
proving that the performance of the contract is prevented
by section 44.

(3) Until the company has fully performed a
contract referred to in subsection (1), the other party retains
the status of a claimant who is entitled —

(a) to be paid as soon as the company is lawfully
able to do so, or

(b) to be ranked in a liquidation subordinate to the
rights of creditors but in priority to the share-
holders.

47. (1) The directors of a company acting honestly
and in good faith with view to the best interests of the
company may authorize the company to pay a commission
to any person in consideration of his purchasing or
agreeing to purchase shares of the company from the
company or from any other person, or procuring or
agreeing to procure the purchasers for any such shares.

(2) A commission authorized under subsection (1)
shall not exceed ten per cent of the amount paid or to be
paid for the shares.

48. (1) Subject to the Exchange Control Regulations
Act, a company limited by shares, if so authorized by its
articles, may, with respect to fully paid up shares or to
stock, issue under its common seal a warrant stating that the
bearer is entitled to the shares or stock therein specified and

may provide, by coupons or otherwise, for the
payment of future dividends on the shares or stock


Cancellation of
shares.

Effect of
purchase
contract.

Commission for
share purchase.

Matters
respecting issue
of share
warrants.
Ch. 360.

COMPANIES [CH.308 – 37



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

included in the warrant, in this Act referred to as a share
warrant.

(2) A share warrant entitles the bearer thereof to
shares or stock therein specified, and the shares or stock
may be transferred by delivery, of the warrant.

(3) The bearer of a share warrant is, subject to the
articles, entitled, on surrendering it for cancellation, to
have his name entered as a member in the register of
members, and the company is responsible for any loss
incurred by any person by reason of the company entering
in its register the name of the bearer of a share warrant in
respect of the shares or stock therein specified without the
warrant being surrendered and cancelled.

(4) The bearer of a share warrant may, if the articles
so provide, be deemed to be a member of the company
within the meaning of this Act, either to the full extent or
for any purposes defined in the articles, except that he is
not qualified in respect of shares or stock specified in the
warrant for being a director or manager of the company, in
cases where such a qualification is required by the articles.

(5) On the issue of a share warrant, the company
shall strike out of its register of members the name of the
member then entered therein as holding the shares or stock
specified in the warrant as if he had ceased to be a member
and shall enter in the register the following particulars —

(a) the fact of the issue of the warrant;
(b) a statement of the shares or stock included in the

warrant, distinguishing each share by its
number;

(c) the date of the issue of the warrant.
(6) Until the warrant is surrendered, the particulars

specified in subsection (5) shall be deemed to be the
particulars required by this Act to be entered in the register
of members and on the surrender the date of the surrender
shall be entered as if it were the date at which a person
ceased to be a member.

49. (1) A company having a share capital may, if so
authorized by its articles, by a resolution of share-
holders —

(a) increase its share capital by the creation of new
shares of such amount as it considers expedient;

(b) consolidate and divide all or any of its share
capital into shares of larger amount than its
existing shares;

Alteration of
share capital.

CH.308 – 38] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(c) convert all or any of its paid-up shares into stock
and reconvert that stock into paid-up shares of
any denomination;

(d) subdivide its shares or any of them into shares of
a smaller amount than is fixed by the memor-
andum so that in the subdivision the proportion
between the amount paid and the amount, if any,
unpaid on each reduced share shall be the same
as it was in the case of the share from which the
reduced share is derived;

(e) cancel shares which at the date of the passing of
the resolution in that behalf have not been taken
or agreed to be taken by any person or which
have been forfeited and diminish the amount of
its share capital by the amount of the shares so
cancelled.

(2) A cancellation of shares under this section shall
not be a reduction of share capital within the meaning of
this Act.

50. A company limited by shares and a company
limited by guarantee and having a share capital, may, if so
authorized by its articles, by a resolution or shareholders
reduce its share capital in any way, and in particular
without prejudice to the generality of the foregoing power,
may —

(a) extinguish or reduce the liability on any of its
shares in respect of share capital not paid-up;

(b) either with or without extinguishing or reducing
liability on any of its shares, cancel and paid-up
share capital which is lost or unrepresented by
available assets; or

(c) either with or without extinguishing or reducing
liability on any of its shares, pay off any paid-up
share capital which is in excess of the wants of
the company,

and may, if and so far as is necessary, alter its
memorandum by reducing the amount of its share capital
and of its shares accordingly.

51. (1) Where a company has passed a resolution
reducing its share capital, it shall apply to the court for an
order confirming the reduction.

Reduction of
share capital.

Application to
court for
confirming order,
objections by
creditors and
settlement of
objecting
creditors.

COMPANIES [CH.308 – 39



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(2) Subject to subsection (3), where the proposed
reduction of share capital involves either diminution of
liability in respect of unpaid share capital or the payment to
any shareholder of any paid-up share capital, and in any
other case if the court so directs —

(a) every creditor of the company who at the date
fixed by the court shall be entitled to any debt or
claim which, if that date were the commencement
of the winding up of the company, would be
admissible in proof against the company shall be
entitled to object to the reduction;

(b) the court, unless satisfied on affidavit that there
are no such creditors, shall settle a list of
creditors so entitled to object, and for that
purpose shall ascertain, as far as possible
without requiring an application from any
creditor, the names of those creditors and the
nature and amount of their debts or claims, and
may publish notices fixing a day within which
creditors not entered on the list are to be
excluded from the right of objecting to the
reduction;

(c) Where a creditor entered on the list whose debt
or claim is not discharged or has not determined
does not consent to the reduction, the court may,
if it thinks fit, dispense with the consent of that
creditor, on the company securing payment of
his debt or claim by appropriating, as the court
may direct, the following amount —

(i) if the company admits the full amount of
the debt or claim, or, though not admitting
it, is willing to provide for it then the full
amount of the debt or claim,

(ii) if the company does not admit and is not
willing to provide for the full amount of
the debt or claim, or if the amount is
contingent or not ascertained, then an
amount fixed by the court after the like
inquiry and adjudication as if the company
were being wound up by the court.

(3) The court may, having regard to any special
circumstances of the case, direct that subsection (2) shall
not apply as regards any class or any classes of creditors.

CH.308 – 40] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

52. (1) The court, if satisfied with respect to every
creditor of the company who under section 51 is entitled to
object to the reduction that either his consent to the
reduction has been obtained or his debt or claim has been
discharged or has determined, or has been secured may
make any order confirming the reduction on such terms
and conditions as it thinks fit.

(2) Where the court makes any such order, it may —
(a) if for any special reason it thinks proper so to

do, make an order directing that the company
shall, during such period, commencing on or at
any time after the date of the order, as is
specified in the order, add to its name as the last
words thereof the words “and reduced”; and

(b) make an order requiring the company to publish
as the court directs the reasons for reduction or
such other information in regard thereto as the
court may think expedient with a view to giving
proper information to the public, and, if the
court thinks fit, the causes which led to the
reduction.

(3) Where a company is ordered to add to its name
the words “and reduced” those words shall, until the
expiration of the period, if any, specified in the order, be
deemed to be part of the name of the company.

53. (1) The Registrar, on production to him of an
order of the court confirming the reduction of the share
capital of a company, and the delivery to him of a copy of
the order and a minute approved by the court showing,
with respect to the share capital of the company as altered
by the order, the amount of the share capital, the number of
shares into which it is to be divided, and the amount of
each share, and the amount, if any, at the date of
registration deemed to be paid-up on each share, shall
register the order and minute.

(2) On the registration of the order and minute, and
not before, the resolution for reducing share capital as
confirmed by the order so registered shall take effect.

(3) Notice of the registration shall be published in
such manner as the court directs.

(4) The Registrar shall certify under his hand the
registration of the order and minute, and his certificate

Order confirming
reduction and
power of court
on making such
order.

Registration of
confirming order
and minute of
reduction.

COMPANIES [CH.308 – 41



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
LRO 1/2006 STATUTE LAW OF THE BAHAMAS

shall constitute conclusive evidence that all the require-
ments of this Act with respect to reduction of share capital
have been complied with, and that the share capital of the
company is such as is stated in the minute.

(5) The minute when registered shall be deemed to
be substituted for the corresponding part of the memoran-
dum, and shall be valid and alterable as if it had been
originally contained therein.

(6) The substitution of any such minute for part of
the memorandum of the company shall be deemed to be an
alteration of the memorandum within the meaning of
section 29 of this Act.

54. (1) Subject to subsection (2), in the case of a
reduction of share capital, a shareholder of the company,
past or present, shall not be liable in respect of any share to
any call or contribution exceeding in amount the
difference, if any, between the amount of the share as fixed
by the minute and the amount paid, or the reduced amount
if any, which is to be deemed to have been paid, on the
share, as the case may be.

(2) If any creditor, entitled in respect of any debt or
claim to object to the reduction of share capital, is, by
reason of his ignorance of the proceedings for reduction, or
of their nature and effect with respect to his claim, not
entered on the list of creditors, and immediately after the
reduction, the company is unable, within the meaning of
the provisions of this Act with respect to winding up by the
court, to pay the amount of his debt or claim, then —

(a) every person who was a shareholder of the
company at the date of the registration of the
order for reduction and the minute, shall be
liable to contribute for the payment of that debt
or claim an amount not exceeding the amount, if
any, which he would have been liable to
contribute if the company had commenced to be
wound up on the day before the said date; and

(b) if the company is wound up, the court, on the
application of any such creditor and proof of his
ignorance, may if it thinks fit, settle accordingly
a list of persons so liable to contribute, and make
and enforce calls and orders on the contribu-
tories settled on the list, as if they were ordinary
contributories in a winding-up.

Liability of
shareholders in
respect of
reduced shares.

S.I. 36/2005.

CH.308 – 42] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

(3) Nothing in this section shall affect the rights of
the contributories among themselves.

55. Where a company having a share capital has —
(a) consolidated and divided its share capital into

shares of larger amounts than its existing shares;
(b) converted shares into stock;
(c) re-converted its shares or any of them;
(d) subdivided its shares or any of them;
(e) purchased or otherwise acquired any of its own

shares; or
(f) cancelled any shares, otherwise than in connec-

tion with a reduction of share capital under
section 50,

the company shall within thirty days after so doing give
notice thereof to the Registrar specifying, as the case may
be, the shares consolidated, divided, converted, subd-
ivided, purchased or otherwise acquired or cancelled or the
stock re-converted, and the Registrar shall register any
such particulars.

Members
56. (1) Subject to this section, a company incorporated

under this Act shall cause to be kept in writing at its
registered office on one or more sheets whether bound or
unbound a register of its shareholders, and there shall be
entered therein the following particulars —

(a) the names and addresses and occupations, if any,
of the members of the company, with the
addition in the case of a company having a
capital divided into shares, of a statement of the
shares held by each member, distinguishing each
share by its number; and of the amount paid, or
agreed to be considered as paid, on the shares of
each shareholder;

(b) the date at which the name of any person was
entered on the register as a member; and

(c) the date on which any person ceased to be a
member.

(2) The register of members, subject to such restric-
tions as may be imposed by the directors, may be inspected


Notice to
Registrar
concerning
changes in share
capital.

Register of
members.

COMPANIES [CH.308 – 43



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

by members of the company and any member of the
general public upon payment of such fee as may be
determined by the directors.

(3) A member of a company may receive a copy of
the register, or any part thereof, or of the summary referred
to in subsection (1) upon payment to the company of such
fee as the directors determine.

(4) The register of members constitutes prima facie
evidence of any matters which by this Act are directed or
authorized to be inserted therein.

(5) The register of members may be in such form as
the directors approve but if it is in magnetic, electronic or
other data storage form, the company must be able to
produce legible evidence of its contents.

57. (1) If the name of any person is, without
sufficient cause, entered in or omitted from the register of
members of any company incorporated under this Act, or if
default is made or unnecessary delay takes place in
entering on the register the fact that a person has ceased to
be a member of the company, the person, the member
aggrieved, any other member of the company or the
company itself, may by way of motion apply to the court
for an order that the register be rectified and the court may
in either case grant or refuse the application with or
without costs, to be paid by the applicant.

(2) Where the court is satisfied as to the justice of
an application pursuant to this section, it may make an
order for the rectification of the register, and may direct the
company to pay all costs of such motion, application or
petition and any damages the party aggrieved may have
sustained.

(3) The court may in proceedings under this section
decide on any question relating to the title of any person
who is a party to such proceedings to have his name
entered in or omitted from the register, whether such
question arises between two or more members or alleged
members, or between any members or alleged members
and the company, and generally the court may in any such
proceedings decide any question that it may be necessary
or expedient to decide for the rectification of the register.

(4) Without prejudice to anything contained in
subsection (3), the court may direct an issue to be tried in
which any question of law may arise or be raised.

Rectification of
register of
members.

CH.308 – 44] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(5) Where an order for rectification of the register is
made, the court may order that a copy be forwarded to the
Registrar.

58. (1) Every company incorporated under this Act
and having its capital divided into shares, shall cause to be
made once at least in every year, a list of all persons who,
on the fourteenth day succeeding the day on which the
ordinary general meeting, or if there is more than one
ordinary general meeting in each year, the first such
ordinary general meeting is held, are members of the
company; and such list shall state the names and addresses
and occupations of all the members therein mentioned and
the number of shares held by each of them, and shall
contain a summary specifying the following particulars —

(a) the amount of capital of the company, and the
number of shares into which it is divided;

(b) the number of shares taken from the commence-
ment or the company up to the date of the
summary;

(c) the amount of calls made on each share;
(d) the total number of calls received;
(e) the total number of calls unpaid;
(f) the total number of shares forfeited;
(g) the names, addresses and occupations of the

persons who have ceased to be members since
the last list was made, and the number of shares
held by each of them; and

(h) the registered number of the company.
(2) The list and summary referred to in subsection

(1) shall be contained in a separate part of the register, and
shall be completed within seven days after such fourteenth
day, and a copy shall be forwarded to the Registrar to be
kept by him in his office with the original memorandum.

59. (1) Every company incorporated under this Act,
shall, before 1st January in each year after the year in
which the company first commenced business, submit to
the Registrar a return declaring whether or not sixty per
cent of its shares are beneficially owned by Bahamians.

(2) A return under subsection (1) shall be signed by
two directors or one director and the secretary.

Annual list of
members and
return of capital,
shares, call, etc.

Returns in
respect of
beneficial
ownership of
shares.

COMPANIES [CH.308 – 45



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) The Registrar may in any particular case grant
an extension of time in order to permit compliance with
subsection (1) if he is satisfied that the non-compliance is
not wilful, due to circumstances beyond the control of the
directors of the company.

Dividends
60. (1) A company may pay a dividend by issuing

fully paid up shares of the company and subject to section
61, a company may pay a dividend in money or property.

(2) Subject to any limitations in its memorandum or
articles a company may by a resolution of directors,
include in the computation of surplus for the payment of a
dividend, the net unrealised appreciation of assets of the
company, and in the absence of fraud, the decision as to the
value of the assets is conclusive unless a question of law is
involved.

(3) Where shares are issued as payment of a
dividend, the value of the dividend stated as an amount in
money shall be added to the capital account maintained or
to be maintained for the shares of the class issued as
payment of the dividend.

61. A company may not declare or pay a dividend if
there are reasonable grounds for believing that —

(a) the company is unable or would, after the
payment of the dividend be unable to meet its
liabilities as they become due; or

(b) the realisable value of the assets of the company
will be less than the sum of its total liabilities,
other than deferred taxes, as shown in the books
of account and its issued and outstanding share
capital.

62. Unless otherwise provided in this Act the share-
holders of a company shall not, as shareholders, be liable
for any act or default of the company.

63. Subject to this Act, the articles may provide that
the company has a lien on a share registered in the name of
the shareholder or his legal representative for a debt of that
shareholder to the company.

Payment of
dividends.

Prohibited
dividends.

Immunity of
shareholders.

Lien on shares.

CH.308 – 46] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

64. (1) Subject to subsection (2), where a company
incorporate under this Act is being wound up, the present
and past members of that company shall be liable to
contribute to the company to an amount sufficient for the
payment of debts and liabilities of the company, and the
costs, charges and expenses of the winding up and for the
payment of such sums as may be require for the adjustment
of the rights of the contributories amongst themselves,
subject to the following qualifications —

(a) no past member shall be liable to contribute to
the assets of the company if he has ceased to be
a member for a period of one year or upwards
prior to the commencement of the winding up;

(b) no past member shall be liable to contribute in
respect of any debt or liability of the company
contracted after the time at which he ceased to
be a member;

(c) no past member shall be liable to contribute to
the assets of the company unless it appears to
the court that the existing members are unable to
satisfy the contributions required to be made by
them under this Act;

(d) in the case of a company limited by shares, no
contribution shall be required from any share-
holder exceeding the amount, if any, unpaid on
the shares in respect of which he shall be liable
as a present or past shareholder;

(e) in the case of a company limited by guarantee,
no contribution shall be required from any
member exceeding the amount of the under-
taking entered into on his behalf by the
memorandum;

(f) nothing contained in this Act shall invalidate
any provision in a policy of insurance or other
contract whereby the liability of individual
members upon such policy or contract is
restricted or whereby the funds of the company
are alone made liable in respect of such policy
or contract; and

(g) no sum due to any member, in his capacity as a
member by way of dividends, profits or otherwise
may be deemed to be a debt of the company,
payable to such member in a case of competition
between himself and any other creditor not being


Liability of
present and past
members.

COMPANIES [CH.308 – 47



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

a member of the company; but any such sum
may be taken into account, for the purpose of the
final adjustment of the rights of the contribu-
tories amongst themselves.

(2) Where a company is limited both by shares and
by guarantee, any person who is a contributory by reason
of a holding of shares in the company and of an
undertaking entered into on his behalf by the memorandum
shall be liable to contribute to the assets of the company
notwithstanding subsection (1)(d) and (e) and such
contributions shall be calculated in the aggregate.

Meetings and Proceedings
65. (1) Subject to subsection (2), a general meeting

of every company incorporated under this Act shall be held
once at the least in every year.

(2) Every company limited by shares and every
company limited by guarantee and having a share capital
shall, within three months from the date of incorporation,
hold a general meeting of the members of the company
which shall be called “the statutory meeting”.

(3) Any such meeting shall be called by the directors
of the company.

66. (1) Notwithstanding anything contained in the
articles, the directors of a company shall, on the requisition
of members of the company holding at the date of the
deposit of the requisition not less than one-tenth of the
paid-up capital of the company which as at the date of the
deposit carries the right of voting at general meetings of
the company, or in the case of a company not having a
share capital, members of the company representing not
less than one-tenth of the total voting rights of all the
members having at the date of the deposit of the requisition
a right to vote at general meetings of the company,
immediately proceed duly to convene an extraordinary
general meeting of the company.

(2) The requisition shall state the objects of the
meeting and shall be signed by the requisitionists and
deposited registered at the registered office of the company
and may consist of several documents in like form each
signed by one or more requisitionists.

General
meetings.

28 of 1994, s. 13.

Extraordinary
general meeting.

CH.308 – 48] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(3) Where the directors do not proceed to cause a
meeting to be held within twenty-one days from the date of
the requisition being so deposited, the requisitionists or a
majority of them in value, may themselves or by the
secretary of the company convene the meeting, but the
meeting so convened may not be held after three months
from the date of the deposit.

(4) Any meeting convened under this section by the
requisitionists shall be convened in the same manner, as
nearly as possible, as that in which meetings are to be
convened by directors.

67. (1) Upon the application to the court by a director
of a company or a member of a company who is entitled to
vote at a meeting of the company, or by the Register, that
court may —

(a) when for any reason it is impracticable —
(i) to call a meeting of members in the

manner in which meetings of members can
be called, or

(ii) to conduct the meeting in the manner
prescribe by the article and this Act, or

(b) for any other reason the court considers fit,
order a meeting of members to be called, held and
conducted in such a manner as the court may direct.

(2) Without restricting the generality of subsection
(1), the court may order that quorum required by the
articles or this Act be varied or dispensed which at a
meeting called, held and conducted pursuant to this
section.

(3) A meeting of the members of a company called,
held and conducted pursuant to this section is for all
purposes a meeting of members of the company duly
called, held and conducted.

68. (1) Meetings of members of a company shall be
held at such place as is provided by the articles, or, in the
absence of any such provision, at a location within The
Bahamas as the directors determine.

(2) A member who attends a meeting of members
held outside The Bahamas agrees to its being so held
unless he attends the meeting for the express purpose of
objecting to the transaction of any business on the ground
that the meeting is nor lawfully held.

Meetings called
by the court.

Place of
meetings.

COMPANIES [CH.308 – 49



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

69. Notwithstanding section 68, if the articles so
provide, meetings of members of a company may be
outside The Bahamas.

70. (1) Unless the articles otherwise provide, a
quorum of members shall be present at a meeting of
members at the holders of a majority of the shareholders
entitled to vote at the meeting are present to person or
represented by proxy.

(2) If a quorum is present at the opening of a
meeting of members, those so present may, unless the
articles otherwise provide, proceed with the business of the
meeting, notwithstanding that a quorum is not present
throughout the meeting.

(3) If a quorum is not present within thirty minutes
of the time appointed for the meeting of members, the
meeting stands adjourned to the same day two weeks
thereafter, at the same time, and place; and if at the
adjourned meeting, a quorum is not present within thirty
minutes of the appointed time, the members present
constitute a quorum.

71. (1) Unless the articles otherwise provide, voting
at a meeting of members shall be by a show of hands,
except when a poll is demanded by a member or an
appointed proxy holder entitled to vote at the meeting.

(2) A shareholder or proxy-holder may demand a
poll either before or after any vote by show of hands.

(3) A company incorporated under this Act shall
cause minutes of all resolutions and proceedings of general
or extraordinary meetings of the company and of directors
or managers to be kept in writing, and any such meetings,
if purported to be signed by the chairman of the meeting at
which such resolutions were passed or proceedings had, or
by the chairman of the next meeting may be received as
evidence in all legal proceedings.

(4) Until the contrary is proved, every general
meeting of the company, or meeting of the directors or
managers in respect of the proceedings of which minutes
have been so made, shall be deemed to have been duly held
and convened and all resolutions passed of proceedings
had, to have been duly passed and had and —

Meetings outside
The Bahamas.

Quorum at
meetings.

Voting at
meetings and
evidence of
meetings.

CH.308 – 50] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(a) all appointments of directors, managers, or
liquidators; and

(b) all acts done by directors, managers or liquida-
tors,

shall be valid, notwithstanding any defect that may
afterwards be discovered in their appointment or qualifica-
tion.

72. (1) When a body corporate or association is a
shareholder of a company, the company shall recognise
any individual authorized by resolution of directors or
other governing body of the body corporate or association
to represent it at meetings of shareholders of the company.

(2) An individual who is authorized in the manner
specified in subsection (1) may exercise, on behalf of the
body corporate or association that he represents, all the
powers it could exercise if it were an individual share-
holder.

(3) Unless the articles otherwise provide, where two
or more persons hold shares jointly, one of those holders
present at the meeting of shareholders may, in the absence
of the other, vote the shares; but if two or more persons
who are present in person or by proxy vote they shall vote
as one on the share held jointly by them.

73. (1) All the shareholders of a company among
themselves or all the shareholders of a company and a
person who is not a shareholder of a company, may by a
written agreement restrict in whole or in part, the powers of
the directors of the company to manage the business and
affairs of the company, and such agreement if not
otherwise invalid, shall be valid.

(2) A shareholder who is a party to any unanimous
shareholder agreement has all the rights, powers and
duties, and incurs all the liabilities of a director of the
company to which the agreement relates, to the extent that
the agreement restricts the discretion or powers of the
directors to manage the business and affairs of the
company; and the directors are thereby relieved of their
duties and liabilities to the same extent.

(3) If a person who is the beneficial owner of all the
issued shares of a company makes a written declaration
that restricts in whole or in part the powers of the directors


Representative of
another body
and joint
shareholders.

Unanimous
shareholder
agreement.

COMPANIES [CH.308 – 51



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

to manage the business and affairs of the company, the
declaration shall constitute a unanimous shareholder
agreement.

(4) Where any unanimous shareholder agreement is
executed or terminated, written notice of that fact, together
with the date of the execution or termination thereof, shall
be filed with the Registrar within fifteen days after the
execution or termination.

(5) In this section “shareholder” includes members.
74. (1) Subject to subsection (2), any member of a

company entitled to attend and vote at a meeting of the
company shall be entitled to appoint another person,
whether a member or not, as his proxy to attend and vote in
his stead and a proxy appointed to attend and vote instead
of a member shall also have the same right as the member
to speak at the meeting.

(2) Unless the articles otherwise provide —
(a) subsection (1) shall not apply in the case of a

company not having a share capital;
(b) a member of a company shall not be entitled to

appoint more than one proxy to attend on the
same occasion; and

(c) a proxy shall not be entitled to vote except on a
poll.

75. In every notice calling a meeting of a public
company having a share capital there shall appear with
reasonable prominence a statement that a member entitled
to attend and vote is entitled to appoint a proxy or, where
that is allowed, one or more proxies to attend and vote
instead of him, and that a proxy need not also be a
member; and if default is made in complying with this
section as respects the meeting, every officer of the
company who is in default shall be liable to a civil penalty
of ten dollars for each day during which the default
continues.

76. Any provision contained in the articles shall be
void in so far as it would have effect of requiring the
instrument appointing a proxy, or any other document
necessary to show the validity of or otherwise relating to
the appointment of a proxy, to be received by the company


Proxies.

Special
requirement
regarding notice
of meeting.

Provision
relating to
validity of proxy
appointment.

CH.308 – 52] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

or any other person more than forty-eight hours before a
meeting or adjourned meeting in order that the appoint-
ment may be effective thereat.

77. A shareholder of a company may revoke a proxy —
(a) by depositing an instrument in writing executed

by him or his attorney authorized in writing —
(i) at the registered office of the company at

any time, up to and including the last
business day preceding the day of the
meeting, or any adjournment of that meet-
ing, at which the proxy is to be used; or

(ii) with the chairman of the meeting on the
day of the meeting or any adjournment of
that meeting; or

(b) in any other manner permitted by law.
78. Sections 74 to 77 shall apply to meetings of any

class of members of a company as it applies to general
meetings of the company.

PART IV
MANAGEMENT OF COMPANIES AND

PROTECTION OF CREDITORS AND INVESTORS
The Directors

79. Subject to any unanimous shareholder agreement
the directors of a company shall —

(a) exercise the powers of the company directly or
indirectly through the employees and agents of
the company; and

(b) direct the management of the business and
affairs of the company.

80. (1) A company shall have at least two directors,
but a public company shall have no fewer than three
directors, at least two of whom are not officers or
employees of the company or any of its affiliates.

(2) Unless the articles otherwise provide, a director
need not hold shares issued by the company.

Revocation of
proxy.

Application of
Sections 74 to 77.

Duty to manage
company.

Number of
directors and
remuneration
thereof.

COMPANIES [CH.308 – 53



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) Subject to the articles, the directors of a
company may fix the remuneration of the directors,
officers and employees of the company.

(4) Every company shall keep at its registered office
a register of directors and managers containing their
names, addresses and occupations and shall send a list of
such names, addresses and occupations to the Registrar and
any amendments thereto.

81. (1) Every director and officer of a company in
exercising his powers and discharging his duties shall —

(a) act honestly and in good faith with a view to the
best interests of the company; and

(b) exercise the care, diligence and skill that a
reasonably prudent person would exercise in
comparable circumstances.

(2) The duty imposed by subsection (1) on the
directors of a company is owed by them to the company
alone; and the duty shall be enforceable in the same way as
any other fiduciary duty owed to a company by its
directors.

(3) Every director and officer of a company shall
comply with this Act and with the articles of the company.

(4) The burden of proving that a director or an
officer of the company did not act in accordance with any
provision of this section shall lie on the person making the
allegation.

82. (1) An individual who is prohibited by section
3(2) from forming or joining in the formation of a
company may not be a director of any company.

(2) When a person is disqualified under section 83
from being a director of a company, that person may not,
during that period of disqualification, be a director of any
company.

83. (1) When, on the application of the Registrar, it
is made to appear to the court that a person is unfit to be
concerned in the management of a public company, the
court may order that without prior leave of the court he
may not be a director of the company, or in any way,
directly or indirectly, be concerned with the management
of the company for such period —

28 of 1994, s. 14.

Duty of care.

Disqualified
directors.

Directors
disqualified by
court.

CH.308 – 54] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(a) beginning —
(i) with the date of the order;
(ii) if the person is undergoing, or is to

undergo a term of imprisonment and the
court so directs with the date on which he
completes that term of imprisonment or is
otherwise released from prison; or

(iii) if the person has been adjudged a bankrupt
and the court so directs, with the date of
his discharge as a bankrupt; and

(b) not exceeding five years,
as may be specified in the order.

(2) In determining whether or not to make an order
under subsection (1), the court shall regard to all the
circumstances that it considers relevant, including any
previous convictions of the person in The Bahamas or
elsewhere for any offence involving fraud or dishonesty or
in connection with the promotion, formation or
management of any body corporate.

(3) Before making an application under this section
in relation to any person, the Registrar shall give that
person not less than ten days notice of the Registrar’s
intention to make the application.

(4) On the hearing of an application made by the
Registrar under this section or an application for leave
under this section to be concerned with the management of
a public company, the Registrar and any person concerned
with the application may appear and call attention to any
matters that are relevant, and may give evidence, call
witnesses and be represented by a counsel and attorney.

84. (1) At the time of sending articles of
incorporation of a public company to the Registrar, the
incorporators shall send him, in the approved form, a
notice of the names of the persons who have consented to
become directors of the company; and the Registrar shall
file the notice.

(2) Each director named in the notice referred to in
subsection (1) holds office as director of the company from
the issue of the certificate of incorporation of the company
until the first meeting of the members of the company.

(3) The members of a company shall by a resolution
at the first meeting of the company and at each following


Notice of
directors.

COMPANIES [CH.308 – 55



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

annual meeting at which an election of directors shall be
required, elect directors to hold office for a term expiring
not later than the close of the third annual meeting of the
members of the company following the election.

(4) It is not necessary that all the directors of a
company elected at a meeting of the company hold office
for the same term.

(5) A director who is not elected for an expressly
stated term shall cease to hold office at the close of the first
annual meeting of the company following his election.

(6) Notwithstanding subsections (2), (3) and (5), if
directors are not elected at a meeting of the company, the
incumbent directors shall continue in office until their
successors are elected.

(7) If a meeting of the company fails, by reason of
the disqualification, incapacity or death of any candidates,
to elect the number or the minimum number of directors
required by the articles of the company, the directors
elected at that meeting may exercise all the powers of the
directors as if the number of directors so elected
constituted a quorum.

85. A director of a company shall cease to hold office
when —

(a) he dies or resigns;
(b) he is removed in accordance with section 87; or
(c) he becomes disqualified under section 82 or 83.
86. The resignation of a director of a company shall

become effective at the time his written resignation is sent
to the company or at the time specified in the resignation,
whichever is later.

87. (1) The members of a company may, by a
resolution at an extraordinary general meeting, remove any
directors from office.

(2) Where the holders of any class or series of
shares of a company have an exclusive right to elect one or
more directors, a director so elected may only be removed
by an ordinary resolution at a meeting of the shareholders
of that class or series of shares.

Termination of
office.

Resignation of
director.

Removal of
director.

CH.308 – 56] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(3) Subject to subsection 98(b), a vacancy created
by the removal of a director may be filled at the meeting of
the members at which the director is removed, or if the
vacancy is not so filled, it may be filled pursuant to section
89.

88. (1) A director of a company is entitled to receive
notice of, and to attend and be heard at, every meeting of
members.

(2) A director —
(a) who resigns;
(b) who receives a notice or otherwise learns of a

meeting of members called for the purpose of
removing him from office; or

(c) who receives a notice or otherwise learns of a
meeting of directors or members at which
another person is to be appointed or elected to
fill the office of director, whether because of his
resignation or removal, or because his term of
office has expired or is about to expire,

may submit to the company a written statement giving the
reasons for his resignation or the reasons why he opposes
any proposed action or resolution.

(3) The company shall forthwith send a copy of the
statement referred to in subsection (2) to the Registrar and
to every member entitled to receive notice of any meeting
referred to in subsection (1).

(4) No company or person acting on its behalf shall
incur any liability by reason only of circulating a director’s
statement in compliance with subsection (3).

89. (1) Subject to subsections (3) and (4), a quorum
of directors of a company may fill a vacancy among the
directors of the company, except a vacancy resulting from
an increase in the number or minimum number of directors
or from a failure to elect the number or minimum number
of directors required by the articles of the company.

(2) If there is a no quorum of directors, or if there
has been a failure to elect the number or minimum number
of directors required by the articles, the directors then in
office shall forthwith call a special meeting of the company
to fill the vacancy; and, if they fail to call a meeting, or if
there are no directors then in office, the meeting may be
called by any member.

Right to notice.

Filling vacancy.

COMPANIES [CH.308 – 57



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) Where the holders of any class or series of shares
of a company have an exclusive right to elect one or more
directors and a vacancy occurs among those directors —

(a) then, subject to subsection (4), the remaining
directors then elected by that class or series may
fill the vacancy except a vacancy resulting from
an increase in the number of directors for that
class or series; or

(b) if there are no such remaining directors, any
holder of shares of that class or series may call a
meeting of the holders thereof for the purpose of
filling the vacancy.

(4) The articles may provide that a vacancy among
the directors be filled only —

(a) by a vote of the members; or
(b) by a vote of the holders of any class or series of

shares having an exclusive right to elect one or
more directors, if the vacancy occurs among the
directors elected by that class or series.

(5) A director appointed or elected to fill a vacancy
shall hold office for the unexpired term of his predecessor.

90. Subject to section 79, the members of a company
may amend the articles of the company to increase, or,
subject to section 95 to decrease, the number of directors, or
the minimum or maximum number of directors; but no
decrease shortens the term of an incumbent director.

91. (1) Within fifteen days after a change is made
among its directors, a company shall send to the registrar a
notice in the approved form setting out the change; and the
Registrar shall file the notice.

(2) Any interested person, or the Registrar, may
apply to the court for an order to require a company to
comply with subsection (1); and the court may so order and
make any further order it thinks fit.

92. Unless the articles otherwise provide, meetings
of directors of a company may be held within or outside
The Bahamas, and upon such notice as the directors may
determine.

(2) Subject to the articles, a majority of the number of
directors or minimum number of directors required by the


Change in
number of
directors.

Notice of change.

Directors’
meetings.
28 of 1994, s. 15.

CH.308 – 58] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

articles shall constitute a quorum at any meeting of
directors; and, notwithstanding any vacancy among the
directors, a quorum of directors may exercise all the
powers of the directors.

93. (1) A notice of a meeting of the directors of a
company shall specify any matter relevant to subsection (2)
of section 88 that is to be dealt with at the meeting; but
unless the articles of the company otherwise provide the
notice need not otherwise specify the purpose of or the
business to be transacted at the meeting.

(2) A director may, in any manner, waive a notice
of a meeting of directors; and attendance of a director at a
meeting of directors shall be a waiver of notice of the
meeting by the director except when he attends the meeting
for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not
lawfully called.

94. Notice of an adjourned meeting of directors
need not be given if the time and place of the adjourned
meeting is announced at the original meeting.

95. Where a private company has only two directors
those directors may constitute a meeting.

96. (1) Subject to the articles, a director may, if all
the directors of the company consent, participate in a
meeting of directors of the company or of a committee of
the directors by means of a telephone or such other
communication facilities that permit all persons
participating in the meeting to hear each other and
recognise each other’s voice.

(2) A director who participates in a meeting of
directors by such means as are described in subsection (1),
shall be for the purposes of this Act, present at the meeting.

97. Directors of a company may appoint from their
number a managing director of a committee of directors
and delegate to the managing director or committee any of
the powers of the directors:

Provided that such delegation shall not affect the
liability of the delegating directors.

Notice of waiver.

Adjourned
meeting.

Two director
board.

Telephone
participation.

Delegation.

COMPANIES [CH.308 – 59



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

98. Notwithstanding section 97, no managing director
and no committee of directors of a company may —

(a) submit to the members any question or matter
requiring the approval of the members;

(b) fill a vacancy among the directors by the office
of auditor;

(c) issue shares except in the manner and on the
terms authorized by the directors;

(d) declare dividends;
(e) purchase, redeem or otherwise acquire shares

issued by the company;
(f) pay a commission referred to in section 47;
(g) approve any financial statements referred to in

section 118; or
(h) adopt, amend or repeal the articles.
99. An act of a director or officer shall be valid

notwithstanding any irregularity in his election of
appointment, or any defect in his qualification.

100. (1) When a resolution in writing is signed by all
the directors entitled to vote on that resolution at a meeting
of directors or committee of directors —

(a) the resolution shall be valid as if it has been
passed at a meeting of directors or a committee
of directors; and

(b) the resolution shall satisfy all the requirements
of this Act relating to meetings of directors or
committees of directors.

(2) A copy of every resolution referred to in
subsection (1) shall be kept with the minutes of the
proceedings of the directors or committee of directors.

Liabilities of Directors
101. Directors of a company who vote for or consent

to a resolution authorizing the issue of a share under
section 39 for a consideration other than money are jointly
and severally liable to the company to make good any
amount by which the consideration received is less than
fair equivalent of the money that the company would have
received if the share had been issued for money on the date
of the resolution.

Limitation of
delegated
powers.

Validity of acts.

Directors’
resolution in
writing.

Liability for
share issue.

CH.308 – 60] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

102. Directors of a company who vote for, or consent
to, a resolution authorizing —

(a) a loan prohibited by section 31;
(b) a purchase, redemption or other acquisition of

shares contrary to section 44(2);
(c) a commission contrary to section 47; or
(d) a payment of a dividend contrary to section 61

or 63,
shall jointly and severally be liable to restore to the
company any amount so distributed or paid and not
otherwise recovered by the company.

103. A director who has satisfied a judgment founded
on a liability under section 101 or 102 shall be entitled to
contribution from the other directors who voted for or
consented to the unlawful act upon which the judgment
was found.

104. (1) A director who is liable under section 102
may apply to the court for an order compelling a member
or other recipient to pay or deliver to the director any
money or property that was paid or distributed to the
member or other recipient contrary to section 31, 44, 47, 61
or 63.

(2) In connection with an application under subsec-
tion (1), the court may, if it is satisfied that it is equitable to
do so —

(a) order a member or other recipient to pay or
deliver to a director any money or property that
was paid or distributed to the member or other
recipient contrary to any of the provisions of
section 31, 44, 47, 61, or 63;

(b) order a company to return or issue shares to a
person from whom the company has purchased,
redeemed or otherwise acquired shares; or

(c) make any further order it thinks fit.
105. A director of a company shall not be liable

under section 101 if he did not know and could not
reasonably have known that the share was issued for
consideration less than the fair equivalent of the money
that the company would have received if the share had
been issued for money.

Liability for
other acts.

Contribution for
judgment.

Recovery by
action.

Defence to
liability.

COMPANIES [CH.308 – 61



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

106. An action to enforce a liability imposed under
section 101 or 102 may not be commenced after two years
from the date of the resolution authorizing the action
complained of.

Contractual Interest
107. (1) A director or officer of a company —
(a) who is a party to a material contract or proposed

material contract with the company; or
(b) who is a director or an officer of any body, or

has material interest in any body, that is a party
to a material contract or proposed material
contract with the company,

shall disclose in writing to the company or request to have
entered in the minutes of meetings of directors the nature
and extent of his interest.

(2) The disclosure required by subsection (1) shall
be made, in the case of a director of a company —

(a) at the meeting at which a proposed contract is
first considered;

(b) if the director was not then interested in a
proposed contract, at the first meeting after he
becomes so interested;

(c) if the director becomes interested after a contract
is made, at the first meeting after he becomes
interested; or

(d) if a person who is interested in a contract later
becomes a director of the company, at the first
meeting after he becomes a director.

(3) The disclosure required by subsection (1) shall
be made, in the case of an officer of a company who is not
a director —

(a) immediately after he becomes aware that the
contract or proposed contract is to be
considered, or has been considered at a meeting
of directors of the company;

(b) if the officer becomes interested after a contract
is made, immediately after he becomes so
interested; or

(c) if a person who is interested in a contract later
becomes an officer of the company, immediately
after he becomes an officer.

Time limit on
liability.

Interests in
contracts and
declaration
thereof.

CH.308 – 62] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(4) If a material contract or a proposed material
contract is one that, in the ordinary course of the
company’s business, would not require approval by the
directors or members of the company, a director or officer
of the company shall disclose in writing to the company or
request to have entered in the minutes of meetings of
directors, the nature and extent of his interest immediately
after the director or officer becomes aware of the contract
or proposed contract.

(5) A director of a company who is referred to in
subsection (1) may vote on any resolution to approve a
contract that he has an interest in, if the contract —

(a) is an arrangement by way of security for money
loaned to, or obligations undertaken by him, for
the benefit of the company or an affiliate of the
company;

(b) is a contract that relates primarily to his
remuneration as a director, officer, employee or
agent of the company or affiliate of the
company;

(c) is a contract for indemnity or insurance under
sections 113 to 117;

(d) is a contract with an affiliate of the company; or
(e) is a contract other than one referred to in

paragraphs (a) to (d),
but, in the case of a contract described in paragraph (e), no
resolution shall be valid unless it is approved by not less
than two-thirds of the votes of the members of the
company to whom notice of the nature and extent of the
director’s interest in the contract is declared and disclosed
in reasonable detail.

(6) For the purpose of this section, a general notice
to the directors of a company by a director or an officer of
the company declaring that he is a director or officer of, or
has a material interest in, another body, and is to be
regarded as interested in any contract with that body shall
be a sufficient declaration of interest in relation to any such
contract.

108. A material contract between a company and one
or more of its directors or officers, or between a company
and another body of which a director or office of the
company is a director or officer, or in which he has a
material interest, is neither void nor voidable —

Validity of
certain contracts.

COMPANIES [CH.308 – 63



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(a) by reason only of that relationship; or
(b) by reason that a director with an interest in the

contract is present at, or is counted to determine
the presence of a quorum at, a meeting of
directors or a committee of directors that
authorized the contract,

if the director or officer disclosed his interest in accordance
with subsection 107(2), (3), (4) or (6) as the case may be,
and the contract was approved by the directors or the
members and was reasonable and fair to the company at
the time it was approved.

109. When a director or officer of a company fails to
disclose, in accordance with section 107 his interest in a
material contract made by the company, the court may,
upon the application of the company or member of the
company, set aside the contract on such terms as the court
thinks fit.

Officers of the Company
110. Subject to the articles or any unanimous share-

holder agreement —
(a) the directors of the company may designate the

offices of the company, appoint as officers
persons of full capacity, specify their duties and
delegate to them powers to manage the business
and affairs of the company, except powers to do
anything referred to in section 98;

(b) a director of a private company may be
appointed to any office of the company;

(c) and subject to section 80(1), a director of a
public company may be appointed to any office
of the company; and

(d) two or more offices of the company may be held
by the same person.

Borrowing Powers of Directors
111. (1) Unless the articles or any unanimous share-

holder agreement relating to the company otherwise
provide, the articles are presumed to provide that the
directors of the company may, on behalf of the company,
without authorization of the members —

Setting aside
contract.

Designation of
officer, etc.

Borrowing
powers.

CH.308 – 64] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(a) borrow money upon the credit of the company;
(b) issue, re-issue, sell or pledge debentures of the

company;
(c) give a guarantee to secure performance of an

obligation of any person; and
(d) mortgage, charge, pledge, or otherwise create to

secure any obligation of the company a security
interest in all or any property of the company
that is owned or subsequently acquired by the
company.

(2) Unless the articles, or any unanimous
shareholder agreement relating to a company otherwise
provide, the directors of the company may by resolution
delegate the powers mentioned in subsection (1) to a
director, a committee of directors or an officer of the
company.

(3) For the purposes of this Act “security interest”
means any actual or contingent interest in or charge upon
any property of a company, by way of mortgage, bond,
lien, pledge, or other means, that is created or taken to
secure the payment of an obligation of the company.

Procedural Matters and Indemnities
112. (1) A director who is present at a meeting of the

directors or of a committee of directors consents to any
resolution passed or action taken at that meeting, unless —

(a) he requests that his dissent be or his dissent is
entered in the minutes of the meeting;

(b) he sends his written dissent to the secretary of
the meeting before the meeting is adjourned; or

(c) he sends his dissent by registered post or
delivers it to the registered office of the
company immediately after the meeting is
adjourned.

(2) A director who votes for, or consents to a
resolution may not dissent under subsection (1).

(3) A director who was not present at a meeting at
which a resolution was passed or action taken shall be
presumed to have consented thereto unless, within seven
days after he becomes aware of the resolution, he —

(a) causes his dissent to be placed with the minutes
of the meetings; or

28 of 1994, s. 16.

Dissenting to
resolutions.

COMPANIES [CH.308 – 65



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(b) send his dissent by registered post or delivers it
to the registered office of the company.

(4) A director shall not be liable under section 101
or 103 if he relies in good faith upon —

(a) financial statements of the company represented
to him by an officer of the company; or

(b) a report of a counsel and attorney, accountant,
engineer, appraiser or other person whose
profession lends credibility to a statement made
by him.

113. (1) Except in respect of an action by or on behalf
of a company or body corporate to obtain a judgment in its
favour, a company may indemnify —

(a) a director or officer of the company;
(b) a former director or officer of the company; or
(c) a person who acts or acted at the company’s

request as a director or officer of a body
corporate of which the company is or was a
member or creditor,

and his legal representatives, against all costs, charges and
expenses (including an amount paid to settle an action or
satisfy a judgment) reasonably incurred by him in respect
of any civil, criminal or administrative action or
proceeding to which he is made a party by reason of being,
or having been, a director or officer of that company or
body corporate.

(2) Subsection (1) shall not apply unless the director
or officer to be so indemnified —

(a) acted honestly and in good faith with a view to
the best interest of the company; and

(b) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing
that his conduct was lawful.

114. A company may with the approval of the court
indemnify a person referred to in section 118 in respect of
an action —

(a) by or on behalf of the company or body
corporate to obtain a judgment in its favour; and

Indemnifying
directors.

Indemnifying
other persons.

CH.308 – 66] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) to which he is made a party by reason of being
or having been a director or an officer of the
company or body corporate,

against all costs, charges and expenses reasonably incurred
by him in connection with the action, if he fulfils the
conditions set out in subsection 113(2).

115. Notwithstanding anything in section 113 or 114,
a person described in section, 113 shall be entitled to
indemnity from the company in respect of all costs,
charges and expenses reasonably incurred by him in
connection with the defence of any civil, criminal or
administrative action or proceeding to which he is made a
party by reason of being, or having been, a director or
officer of the company or body corporate, if the person
seeking indemnity —

(a) was substantially successful on the merits in his
defence of the action or proceeding;

(b) qualified in accordance with the standards set
out in section 113 or 114; and

(c) is fairly and reasonably entitled to indemnity.
116. (1) A company or person referred to in section

113 may apply to the court for an order approving an
indemnity under section 114, and the court may so order
and make any further order it thinks fit.

(2) An applicant under subsection (1) shall give the
Registrar notice of the application; and the Registrar may
appear and be heard in person or by a counsel and attorney.

(3) Upon an application under subsection (1), the
court may order notice to be given to any interested person;
and that person may appear and be heard in person or by a
counsel and attorney.

117. A company may purchase and maintain
insurance for the benefit of any person referred to in
section 113 against any liability incurred by him in his
capacity as a director or officer of the company.

Right to
indemnify.

Indemnity
approved by
court.

Insurance of
directors, etc.

COMPANIES [CH.308 – 67



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

Financial Disclosure
118. (1) Subject to this section, the directors of a

company shall place before the members at every annual
general meeting of the members of the company —

(a) comparative financial statements in the
approved form relating separately to —

(i) the period that began on the date the
company came into existence and ended
not more than twelve months after that
date, or the period that began immediately
after the end of the last period for which
the financial statements were prepared and
ended not more than twelve months after
the beginning of that period, and

(ii) the immediately preceding financial year;
(b) the report of the auditor; and
(c) any further information respecting the financial

position of the company and the results of its
operations required by the articles or any
unanimous shareholder agreement.

(2) The financial statement required subsection
(1)(a)(ii) may be omitted if the reason for the omission is
set out in the financial statement, or in a note thereto, to be
placed before the members at an annual meeting.

(3) The Registrar may in any particular case adjust
the period relating to which comparable financial state-
ments are to be placed before the members at any annual
general meeting.

119. Upon the application of a company for author-
ization to omit from its financial statements any prescribed
item, or to dispense with the publication of any particular
prescribed financial statement, the Registrar may, if he
reasonably believes that disclosure of the information
therein contained would be detrimental to the company,
permit the omission on such reasonable conditions as he
thinks fit.

120. The directors of a company shall approve the
financial statements referred to in section 118, and the
approval shall be evidenced by the signature of one or
more directors.

Annual financial
returns.

Exemption of
certain matters.

Approval of
financial
statements.

CH.308 – 68] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

121. Copies of the financial statements of a company
may not be published or circulated without the auditors’
report on the company’s accounts being appended thereto.

122. Not less than twenty-one days before each
annual meeting of members of a company, the company
shall send a copy of the document referred to in section
118 to each member, except to a member who has
informed the company in writing that he does not want a
copy of those documents.

123. (1) The Registrar may, at any time, in writing,
request from a company a copy of the annual financial
statement referred to in section 118 or a copy of the
consolidated financial statement referred to in section 120.

(2) A request by the Registrar pursuant to
subsection (1) shall be complied with within two days after
the receipt of the written request.

(3) A request under subsection (1) shall be in the
approved form.

124. Sections 118 to 123 shall not apply to private
companies.

Auditors
125. (1) Subject to section 126, the members of a

company shall, in each year, by a resolution of members,
appoint an auditor to hold office for that year.

(2) Notwithstanding subsection (1), if an auditor is
not appointed by the members, the incumbent auditor may
continue in office until his successor is appointed.

(3) Where a company does not have an auditor, the
court may upon application of a member or the Registrar,
appoint and fix remuneration of an auditor, and such as
auditor holds office until an auditor shall be appointed
under subsection (1).

(4) Subsection (3) shall not apply if the members
have resolved under section 126 to dispense with auditors.

(5) The remuneration of the auditor shall be fixed
by the directors.

Auditors’ report
to be appended
to financial
statements.

Members’ copies.

Registrar’s
copies.

Application of
sections 118 to
123.

Appointment of
auditor.

28 of 1994, s. 17.

COMPANIES [CH.308 – 69



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

126. (1) At least ninety percent of the registered
shareholders of a private company may resolve not to
appoint an auditor.

(2) A resolution passed under subsection (1) shall
be valid until a contrary resolution is passed by at least
ninety percent of the registered shareholders of the
company.

127. (1) An individual shall not be qualified to be an
auditor of a company if he is not independent of the
company, its affiliated companies, and of the directors and
officers of the company and its affiliated companies.

(2) For the purposes of this section, whether or not
an individual is independent is a question of fact to be
determined having regard to all the circumstances.

(3) An individual shall he presumed not to be
independent of a company if he or his business partner —

(a) is a business partner, a director, an officer or an
employee of the company or any of its affiliates,
or a business partner of any director, officer or
employee of any such company or its affiliates;

(b) beneficially owns or controls, directly or
indirectly, a material interest in the shares or
debentures of the company or its affiliates; or

(c) has been a receiver, receiver-manager, liquidator
or trustee in bankruptcy of the company or any
of its affiliates within two years of his proposed
appointment as auditor of the company.

(4) The provision of corporate secretarial services
by or on behalf of an individual or his business partner
does not by itself deprive an individual or his partner of his
independence for the purposes of this section.

(5) An auditor who becomes disqualified under this
section shall subject to subsection (6), resign immediately
after he becomes aware of his disqualification.

(6) An interested person may apply to the court for
a declaration that an auditor is disqualified under this
section and that the office of auditor is vacant.

128. (1) Subject to section 125, an individual who
satisfies the requirements of subsection (2) shall be
qualified for appointment as an auditor.

(2) An individual shall be qualified for appointment
as an auditor, if —

28 of 1994, s. 18.

Dispensing with
auditors.

Disqualified
auditors.

Auditor’s
qualifications.

CH.308 – 70] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(a) he is a professionally qualified auditor; or
(b) he is an accountant licensed to practice as such

under the Public Accountants Act.
(3) The Minister may, after consultation with a

recognised professional body of chartered accountants in
The Bahamas, by instrument in writing, authorize any
person to be appointed as an auditor of companies, if that
person is in the opinion of the Minister suitably qualified
for such an appointment by reason of his knowledge and
experience.

129. (1) Every auditor of a company has a right of
access at all times to the books and accounts and vouchers
of the company and shall be entitled to require from the
directors and officers of the company such information and
explanation as may be necessary for the performance of the
duties of the auditors.

(2) The auditors are required to make a report to the
members on the accounts examined by them and on every
balance sheet laid before the company in general meeting
during their tenure of office and to state whether, in their
opinion, the balance sheet is drawn up in accordance with
the national accounting standards approved by a recognised
professional body of chartered accountants in The
Bahamas so as to give a fair representation of the
company’s affairs.

130. The directors of a company may remove the
auditors other than an auditor appointed by the court under
section 125(3).

131. (1) Subject to subsection (3), the directors shall
immediately fit a vacancy in the office of auditor.

(2) If there is not a quorum of directors, the
directors then in office shall within twenty-one days after
the vacancy in the office occurs, call a special meeting of
the company to fill the vacancy, and if they fail to call such
a meeting, or if there are no directors the meeting may be
called by any member.

(3) An auditor appointed to fill a vacancy shall hold
office for the unexpired term of his predecessor.

132. A vacancy in the office of auditor shall occur
when an auditor —

(a) dies or resigns; or
(b) is removed in accordance with section 130.

Ch. 364.

Powers and
duties of
auditors.

Removal of
auditor.

Filling auditor’s
vacancy.

Occurrence of
vacancy.

COMPANIES [CH.308 – 71



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

133. An auditor of a company shall be entitled to
receive notice of every meeting of the company and at the
expense of the company to attend and be heard at the
meeting on matters relating to his duties as an auditor.

134. (1) If any member of a company, whether or not
he is entitled to vote at a meeting, or a director of a
company gives written notice to the auditor of the
company, not less than ten days before a meeting of the
company, to attend the meeting, the auditor shall attend the
meeting at the expense of the company and answer
questions relating to his duties as auditor or former auditor
of the company.

(2) A member or director who sends a notice
referred to in subsection (1) shall concurrently send a copy
of the notice to the company.

(3) Subsection (1) shall apply, mutatis mutandis, to
any former auditor of the company.

135. (1) An auditor who —
(a) resigns;
(b) receives notice or otherwise learns of a meeting

of directors called for the purpose of removing
him from office;

(c) receives a notice or otherwise learns of a meeting
of directors or members at which another person
is to be appointed to fill the office of auditor,
whether because of the resignation or removal of
the incumbent auditor or because his term has
expired or is about to expire; or

(d) receives a notice or otherwise learns of a
meeting of the company at which a resolution
referred to in section 126 is to be proposed,

may submit to the company a written statement giving the
reasons for his resignation or the reasons why he opposes
any proposed action or resolution.

(2) When it receives a statement referred to in
subsection (1), the company shall immediately send a copy
of the statement to every member entitled to receive notice
of any meeting referred to in section 133 and to the
Registrar.

Auditor’s right to
notice.

Auditor’s
compulsory
attendance at
meeting.

Statement by
auditor.

CH.308 – 72] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(3) No individual may accept appointment, consent
to be appointed or be appointed auditor of a company if he
is replacing an auditor who has resigned, been removed or
whose term in office has expired or is about to expire, until
the individual has requested and received from the former
auditor within a period of sixty days a written statement of
the circumstances and the reasons why, in that auditor’s
opinion, he is to be replaced.

(4) Notwithstanding subsection (3), an individual
otherwise qualified may accept appointment or consent to
be appointed as auditor of a company if, within fifteen days
after making the request referred to in that subsection, he
does not receive an interim reply to it.

136. (1) A director or officer of a company shall
immediately notify the company’s auditor of any error or
mis-statement of which the director or officer becomes
aware in a financial statement that the auditor or former
auditor of the company has reported upon.

(2) When the auditor or former auditor of a
company is notified or becomes aware of an error or mis-
statement in a financial statement upon which he has
reported to the company and, in his opinion, the error or
mis-statement is material he shall inform each director of
the company accordingly.

(3) Where under subsection (2) the auditor or a
former auditor of a company informs the directors of an
error or mis-statement in a financial statement of the
company, the directors shall —

(a) prepare and issue revised financial statements;
or

(b) otherwise inform the members of the error or
mis-statement and, if the company is a public
company, inform the Registrar of the error or
mis-statement in the same manner as the
directors inform the members of the error or
mis-statement.

137. An auditor shall not be liable to any person in an
action for defamation based on any act done or not done, or
any statement made by him in good faith in connection
with any matter he is authorized or required to do under
this Act.

Notification of
error to auditor.

Non-liability for
defamation.

COMPANIES [CH.308 – 73



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

138. (1) Subject to this section, any provision,
whether contained in the articles of a company or in any
contract with a company or otherwise, for exempting any
officer of the company or any person, whether an officer of
the company or not, employed by the company as auditor
from or indemnifying him against any liability which by
virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach
of trust of which he may be guilty in relation to the
company shall be void.

(2) Nothing in this section shall operate to deprive
any person of any exemption or right to be indemnified in
respect of anything done or omitted to be done by him
while any such provision was in force.

(3) Notwithstanding anything contained in this
section, a company may, in pursuance of any such
provision referred to in subsection (1), indemnify and such
officer or auditor against any liability incurred by him in
defending any proceedings, whether civil or criminal in
which judgment is given in his favour or in which he is
acquitted.

(4) This section shall not apply to private companies.
Receivers

139. (1) Where any person —
(a) obtains an order for the appointment of a

receiver of any of the property of a company;
(b) who as a debenture holder becomes entitled to

realise his security interest and appoints a
receiver of any assets of a company pursuant to
the instrument creating the debenture; or

(c) appoints a receiver, pursuant to any Act,
instrument or rule of law, of any of the property
of a company or enters possession of any
property of a company under the powers
contained in any charge,

he shall give, within ten days from the date of the order,
appointment or entry into possession, notice thereof to the
Registrar, who shall cause the same to be filed in the
company’s file at the Registry.

Provision as to
liability of
officers and
auditors.

28 of 1994, s. 19.

Appointment and
registration of
receiver.

CH.308 – 74] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(2) When —
(a) a person who has been appointed a receiver of

property of a company ceases to act as receiver;
or

(b) a person who has entered into possession of any
property of a company goes out of possession of
that property,

he shall, within ten days of his having done so, give notice
of his doing so in the approved form to the Registrar, who
shall enter the notice in the company’s file at the Registry.

140. Where a receiver or a receiver-manager of any
assets of a company has been appointed for the benefit of
debenture holders, every invoice, order of goods or
business letter issued by or on behalf of the company or the
receiver, being a document on or in which the name of the
company appears, shall contain a notice that a receiver or a
receiver-manager has been appointed.

141. (1) A person may not be appointed a receiver or
receiver-manager of any assets of a company, and may not
act as such a receiver or receiver-manager, if the person —

(a) is a body corporate;
(b) is an undischarged bankrupt; or
(c) is disqualified from being a trustee under a trust

deed executed by the company or would be so
disqualified if a trust deed had been executed by
the company.

(2) If a person who was appointed to be a receiver
or receiver-manager becomes disqualified under subsection
(1) or under any provision contained in a debenture or trust
deed, another person may be appointed in his place by the
persons who are entitled to make the appointment or by the
court; but a receivership is not terminated or interrupted by
the occurrence of the disqualification.

(3) This section applies to a person appointed a
receiver or receiver-manager whether so appointed before
or after the commencement of this Act.

142. A receiver of any property of a company may,
subject to the rights of secured creditors, receive the
income from the property, pay the liabilities connected
with the property, and realise the security interest of those


Notice of
receivership.

Disqualified
receivers.

Functions of
receiver.

COMPANIES [CH.308 – 75



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

on behalf of whom he is appointed; but except to the extent
permitted by the court, he may not1 carry on the business of
the company.

143. A receiver of a company may, if he is also
appointed manager of the company, carry on any business
of the company to protect the security interest of those on
behalf of whom he is appointed.

144. A receiver or receiver-manager of a company
appointed by the court shall act in accordance with the
directions of the court.

145. A receiver or receiver-manager of a company
appointed under an instrument shall act in accordance with
that instrument and any directions of the court given under
section 148.

146. (1) A receiver or receiver-manager of a
company appointed under an instrument shall —

(a) act honestly and in good faith; and
(b) deal with any property of the company in his

possession or control in a commercially feasible
manner.

(2) The burden of proving that a receiver or
receiver-manager of the company did not act in accordance
with any provision of this section shall lie on the person
making the allegation.

147. A receiver or receiver-manager of a company
shall —

(a) immediately give notice of his appointment to
the Registrar and of his discharge;

(b) take into his custody and control the property in
accordance with the court order or instrument
under which he is appointed;

(c) open and maintain a bank account in his name as
receiver or receiver-manager of the company for
the moneys of the company coming under his
control;

(d) keep detailed accounts of all transactions carried
out by him as receiver or receiver-manager;


1 It appears that the word "not" has been inadvertently omitted from the revised version
of this Act. The editor has made a decision to retain the word "not", together with this
note drawing attention to its retention.

Functions of
receiver-
manager.

Court appointed
receiver.

Receiver under
instrument.

Duty of care.

Duties of
receiver.

CH.308 – 76] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(e) keep accounts of his administration, which shall
be available during usual business hours for
inspection by the directors of the company;

(f) prepare financial statements of his administra-
tion at such intervals as the court may direct or
as his instrument of appointment may require;

(g) upon completion of his duties, render a final
account of his administration, in the form
approved for the purposes of paragraph (f); and

(h) file with the Registrar a copy of any financial
statement mentioned in paragraph (f) and any
final account mentioned in paragraph (g) within
fifteen days of the preparation of the financial
statement or rendering of the final account as the
circumstances require.

148. Upon an application by a receiver or receiver-
manager of a company, whether appointed by the court or
under an instrument, or upon an application by an
interested person, the court may make any order it thinks
fit, including —

(a) an order appointing, replacing or discharging a
receiver or receiver-manager and approving his
accounts;

(b) an order determining the notice to be given to
any person, or dispensing with notice to any
person;

(c) an order declaring the rights of persons before
the court or otherwise, or directing any person to
do or abstain from doing anything;

(d) an order fixing the remuneration of a receiver or
receiver-manager;

(e) an order requiring the receiver or receiver-
manager or a person by or on behalf of whom he
is appointed —

(i) to make good any default in connection
with the receiver or receiver-manager’s
custody or management of the property
and business of the company,

(ii) to relieve any such person from any
default on such terms as the court thinks
fit, and

(iii) to confirm any act of the receiver or
receiver-manager; and

Directions by
court.

COMPANIES [CH.308 – 77



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(f) an order giving direction on any matter relating
to the duties of the receiver or receiver-manager.

149. (1) A receiver of assets of a company appointed
under section 139 —

(a) shall be personally liable on any contract entered
into by him in the performance of his functions,
except to the extent that the contract otherwise
provides; and

(b) shall be entitled in respect of that liability to an
indemnity out of the assets of which he was
appointed to be receiver,

but nothing in this section shall limit any right to an
indemnity that he would have, apart from this section, or
shall limit his liability on a contract entered into without
authority, or shall confer any right to indemnity in respect
of that liability.

(2) Where the purported appointment of a receiver
out of court is invalid because the charge under which the
appointment purported to be made is invalid or because, in
the circumstances of the case, the power of appointment
under the charge was not exercisable or not wholly
exercisable, the court may on application made to it —

(a) wholly or to such extent as it thinks fit exempt
the receiver from personal liability in respect of
anything done or omitted to be done by him,
that, if the appointment had been valid would
have been properly done or omitted to be done;

(b) order that the person by whom the purported
appointment was made, be personally liable to
the extent to which that relief has been granted.

(3) Subsection (1) shall apply to a receiver appointed
before or after the commencement of this Act.

150. (1) Where a receiver of the whole or substantially
the whole, of the assets of a company is appointed under
section 139 —

(a) the receiver shall immediately send notice to the
company of his appointment;

(b) within fourteen days after the receipt of the
notice by the company or such longer period as
may be allowed by the receiver, there shall be
prepared by the company and submitted to the


Preparation of
statement for

Preparation of
statement for
receiver.

CH.308 – 78] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

receiver a statement in accordance with section 151
as to the affairs of the company; and
(c) the receiver shall, within two months after the

statement, send —
(i) to the Registrar and, if the receiver was

appointed by the court, to the court, a copy
of the statement and of any comments he
sees fit to make thereon, and, in the case of
the Registrar, also a summary of the
statement and of his comments, if any,
thereon,

(ii) to the company, a copy of those comments
or, if the receiver does not see fit to make
any comments, a notice to that effect,

(iii) to the trustee of the trust deed, a copy of
the statement and those comments, if any,
and

(iv) to the holders of all debentures belonging
to the same class as the debentures in
respect of which he was appointed, a copy
of that summary.

(2) The receiver shall —
(a) within two months or such longer period as the

court may allow, after the expiration of the
period of twelve months from the date of his
appointment and after every subsequent period
of twelve months; and

(b) within two months, or such longer period as the
court may allow, after he ceases to act as
receiver of the assets of the company,

send to the Registrar, and to the holders of debentures
belonging to the same class as the debentures in respect of
which the receiver was appointed, an abstract in a form
approved by the Registrar.

(3) The abstract shall show —
(a) the receiver’s receipts and payments during the

period of twelve months or, if the receiver
ceases to act, during the period to which the last
preceding abstract related up to the date of his
ceasing to act; and

(b) the aggregate amounts of his receipts and his
payments during all preceding periods since his
appointment.

COMPANIES [CH.308 – 79



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(4) Subsection (1) shall not apply in relation to the
appointment of a receiver to act with an existing receiver,
or in place of a receiver who dies or ceases to act, except
that, where that subsection applies to a receiver who dies or
ceases to act before the subsection has been fully complied
with, the references in paragraphs (b) and (c) of that
subsection to the receivers include references to his
successor and to any continuing receiver.

(5) If the company is being liquidated, this section
and section 151 shall apply notwithstanding that the
receiver and the liquidator are the same person, but with
the necessary modifications.

(6) Nothing in subsection (2) affects the duty of a
receiver to render proper accounts of his receipts and
payments to the persons to whom, and at the times that, he
is required to do so apart from that subsection.

151. (1) The statement as to the affairs of a company
required by section 150 to be submitted to the receiver or
successor shall show, as at the date of the receiver’s
appointment —

(a) the particulars of the company’s assets, debts
and liabilities;

(b) the names, addresses and occupations of the
company’s creditors;

(c) the security interests held by the company’s
creditors respectively;

(d) the dates when the security interests were
respectively created; and

(e) such further information as may required by the
receiver.

(2) The statement of the affairs of the company shall
be submitted by, and be verified by, the signed declaration
of at least one person who is, at the date of the receiver’s
appointment, a director, and by the secretary of the
company at that date, or by such of the persons, hereafter
in this subsection mentioned, as the receiver or his
successor, subject to the directions of the Registrar, may
require to submit and verify the statement namely, persons
who —

(a) are or have officers of the company;
(b) have taken part in the formation of the company

at any time within one year before the date of
the receiver’s appointment;

Content of
statement.

CH.308 – 80] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(c) are in the employment of the company, or have
been in the employment of the company within
that year and, in the opinion of the receiver, are
capable of giving the information required; or

(d) are or have been within that year officers of or in
the employment of an affiliated company.

(3) Any person making or verifying the statement of
affairs of a company or any part of it shall be allowed and
paid by the receiver or his successor out of the receiver’s
receipts, such costs and expenses incurred in and about the
making or verifying of the statement as the receiver or his
successor considers reasonable, subject to an appeal to the
court.

PART V
MERGER, CONSOLIDATION AND

CONSEQUENTIAL MATTERS
152. In this Part —
“consolidated company” means the new company

that results from the consolidation of two or
more constituent companies;

“consolidation” means the uniting of two or more
constituent companies into a new company;

“constituent company” means an existing company
that is participating in a merger or consolidation
with one or more existing companies;

“merger” means the merging of two or more
constituent companies into one of the
constituent companies;

“surviving company” means the constituent company
into which one or more other constituent
companies are merged.

153. (1) Two or more solvent companies may merge
or consolidate in accordance with subsections (3) to (5).

(2) One or more companies may merge or
consolidate with one or more companies incorporated
under this Act in accordance with subsections (3) to (5) if
the surviving company or the consolidated company shall
satisfy the requirements of this Act.

Definitions for
purposes of Part
V.

Merger and
consolidation.

COMPANIES [CH.308 – 81



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) The directors of each constituent company that
proposes to participate in a merger or consolidation shall
approve a written plan of merger or consolidation
containing, as the case requires —

(a) the name of each constituent company and the
name of the surviving company or the consoli-
dated company;

(b) in respect of each constituent company —
(i) the designation and number of outstanding

share of each class or series of shares
specifying each such class or series entitled
to vote on the merger or consolidation, and

(ii) a specification of each such class or series,
if any, entitled to vote as a class or series;

(c) the terms and conditions of the proposed merger
or consolidation, including the manner and basis
of converting shares in each constituent com-
pany into shares, debt obligations or other
securities in the surviving company or consoli-
dated company, or money or other property, or a
combination thereof;

(d) in respect of a merger, a statement of any
amendment to the memorandum or articles of
the surviving company to be brought about by
the merger; and

(e) in respect of a consolidation, everything
required to be included in the memorandum and
articles for a company except statements as to
facts not available at the time the plan of
consolidation is approved by the directors.

(4) Some or all of the shares of the same class or
series of shares in each constituent company may be
converted into a particular or mixed kind of property and
other shares of the class or series, or all the shares of other
classes or series of shares, may be converted into other
property.

(5) The following apply in respect of a merger or
consolidation under this section —

(a) the plan of merger or consolidation shall be
authorized by a resolution of members and the
outstanding shares of a class or series of shares
shall be entitled to vote on the merger or


CH.308 – 82] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

consolidation as a class or series if the memorandum or
articles so provide or if the plan of merger or
consolidation contains any provisions that, if contained
in a proposed amendment to the memorandum or
articles, would entitle the class or series to vote on the
proposed amendment as a class or series;
(b) if a meeting of members is to be held, notice of

the meeting, accompanied by a copy of the plan
of merger or consolidation, shall be given to
each member, whether or not entitled to vote on
the merger or consolidation;

(c) if it is proposed to obtain the written consent of
members, a copy of the plan of merger or
consolidation shall be given to each member,
whether or not entitled to consent to the plan of
merger or consolidation;

(d) after approval of the plan of merger or con-
solidation by the directors and members of each
constituent company, articles of merger or
consolidation shall be executed by each company
and shall contain —

(i) the plan of merger or consolidation and, in
the case of consolidation, any statement
required to be included in the memorandum
and articles of a company incorporated
under this Act,

(ii) the date on which the memorandum and
articles of each constituent company were
registered by the Registrar,

(iii) the manner in which the merger or
consolidation was authorized with respect
to each constituent company;

(e) the articles of merger or consolidation shall be
submitted to the Registrar who shall retain and
register them in the register of companies;

(f) upon the registration of the articles of merger or
consolidation, the Registrar shall issue a certifi-
cate under his hand and seal certifying that the
articles of merger or consolidation have been
registered.

COMPANIES [CH.308 – 83



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(6) A certificate of merger or consolidation issued
by the Registrar shall be prima facie evidence of
compliance with all requirements of this Act in respect of
the merger or consolidation.

154. (1) A parent company may merge with one or
more subsidiary companies without the authorization of the
members of any company, in accordance with subsections (2)
to (6), if the surviving company is a company incorporated
under and shall satisfy the requirements of this Act.

(2) The parent company shall approve a written plan
of merger containing —

(a) the name of each constituent company and the
name of the surviving company;

(b) in respect of each constituent company —
(i) the designation and number of outstanding

shares of each class and series of shares,
and

(ii) the number of shares of each class and
series of shares in each subsidiary company
owned by the parent company; and

(c) the terms and conditions of the proposed merger,
including the manner and basis of converting
shares in each company to be merged into
shares, debt obligations or other securities in the
surviving company, or money or other property,
or a combination thereof.

(3) Some or all of the shares of the same class or
series of shares in each company to be merged may be
converted into property of a particular or mixed kind and
other shares of the class or all shares of other classes or
series of shares, may be converted into other property; but,
if the parent company is not the surviving company, shares
of each class and series of shares in the parent company
may only be converted into similar shares of the surviving
company.

(4) A copy of the plan of merger or an outline
thereof shall be given to every member of each subsidiary
company to be merged unless the giving of that copy of
outline has been waived by that member.

(5) Articles of merger shall be executed by the
parent company and shall contain —

(a) the plan of merger;

Merger with
subsidiary.

CH.308 – 84] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) the date on which the memorandum and articles
of each constituent company were registered by
the Registrar; and

(c) if the parent company does not own all the
shares in each subsidiary company to be merged,
the date on which a copy of the plan of merger
or an outline thereof was made available to the
members of each subsidiary company.

(6) The articles of merger shall be submitted to the
Registrar who shall retain and register them in the register
of companies.

(7) Upon the registration of the articles of merger,
the Registrar shall issue a certificate under his hand and
seal certifying that the articles of merger have been
registered.

(8) A certificate of merger issued by the Registrar
shall be prima facie evidence of compliance with all the
requirements of this Act in respect of the merger.

155. (1) A merger or consolidation shall be effective
on the date the articles of merger or consolidation are
registered by the Registrar or such date subsequent thereto,
not exceeding thirty days, as is stated in the articles of
merger or consolidation.

(2) As soon as a merger or consolidation becomes
effective —

(a) the surviving company or the consolidation
company insofar as is consistent with its
memorandum and articles, as amended or
established by the articles of merger or con-
solidation, has all rights, privileges, immunities,
powers, objects and purposes of each of the
constituent companies;

(b) in the case of a merger, the memorandum and
articles of the surviving company are automati-
cally amended to the extent, if any, that changes
in its memorandum and articles are contained in
the articles of merger;

(c) in the case of a consolidation, the statements
contained in the articles of consolidation that are
required or authorized to be contained in the
memorandum and articles of a company incor-
porated under this Act, are the memorandum and
articles of the consolidated company;

Effect of merger
or consolidation.

COMPANIES [CH.308 – 85



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(d) property of every description, including choses in
action and the business of each of the constituent
companies, shall immediately vest in the surviv-
ing company or the consolidation company; and

(e) the surviving company or the consolidated
company shall be liable for all claims, debts,
liabilities and obligations of each of the consti-
tuent companies.

(3) Where a merger or consolidation occurs —
(a) no conviction, judgment, ruling, order, claim,

debt, liability or obligation due or to become
due, and no cause existing, against a constituent
company or against any member, director,
officer or agent thereof, shall be released or
impaired by the merger or consolidation; and

(b) no proceedings, whether civil or criminal pend-
ing at the time of a merger or consolidation by
or against a constituent company, or against any
member, director, officer or agent thereof, are
abated or discontinued by the merger or
consolidation, but —

(i) the proceedings may be enforced, prose-
cuted, settled or compromised by or against
the surviving company or the consolidated
company or against the member, director,
officer or agent, as the case may be, or

(ii) the surviving company or the consolidated
company may be substituted in the proceed-
ings for a constituent company.

(4) The Registrar shall strike off the register of
companies —

(a) a constituent company that is not the surviving
company in a merger; and

(b) a constituent company that participates in a
consolidation.

156. Any sale, transfer, lease, exchange or other
disposition of more than fifty per cent in value of the assets
of a company, if not made in the usual manner or regular
course of the business carried on by the company, shall be
made as follows —

(a) the proposed sale, transfer, lease, exchange or
other disposition shall be approved by the
directors;

Disposition of
assets.

28 of 1994, s. 20.

CH.308 – 86] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) upon approval of the proposed sale, transfer,
lease, exchange or other disposition, the
directors shall submit the proposal to the
members for it to be authorized by a resolution
of members;

(c) if a meeting of members is to be held, notice of
the meeting, accompanied by an outline of the
proposal, shall be given to each member,
whether or not he is entitled to vote on the sale,
transfer, lease, exchange or other disposition;
and

(d) if it is proposed to obtain the written consent of
members, an outline of the proposal shall be
given to each member, whether or not he is
entitled to consent to the sale, transfer, lease,
exchange or other disposition.

157. (1) Subject to any limitations in the memoran-
dum or articles —

(a) shareholders holding ninety per cent of the votes
of the outstanding shares entitled to vote; and

(b) shareholders holding ninety per cent of the votes
of the outstanding shares of each class and series
of shares entitled to vote as a class or series,

on merger or consolidation under section 153 may give a
written instruction to the company directing the company
to redeem the shares held by the remaining shareholders.

(2) Upon receipt of the written instructions referred
to in subsection (1), the company shall redeem the shares
specified in the written instruction irrespective of whether
or not the shares are by their terms redeemable.

(3) The company shall give written notice to each
shareholder whose shares are to be redeemed stating the
redemption price and the manner in which the redemption
is to be effected.

158. (1) In this section “arrangement” means —
(a) a reorganisation or reconstruction of a company;
(b) a separation of two or more business carried on

by a company;
(c) any combination of any of the circumstances

specified in paragraphs (a) and (b).
(2) If the directions of a company determine that it is

in the best interests of the company or the creditors or


Redemption of
minority shares.

Arrangements.

28 of 1994, s. 21.

28 of 1994, , s. 21.

COMPANIES [CH.308 – 87



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

members thereof, the directors of the company may by a
resolution of directors, approve a plan of arrangement that
contains the details of the proposed arrangement.

(3) Upon approval of the plan of arrangement by the
members, the company shall make application to the court
for approval of the proposed arrangement.

(4) The court may, upon an application made to it
under subsection (3), make an interim or final order that is
not subject to an appeal unless a question of law is
involved, in which case notice of appeal shall be given
within twenty days immediately following the date of the
order and in making the order the court may —

(a) determine what notice, if any, of the proposed
arrangement is to be given to any person;

(b) determine whether approval of the proposed
arrangement by any person should be obtained
and the manner of obtaining the approval;

(c) determine whether any holder of shares, debt
obligations or other securities in the company
may dissent from the proposed arrangement and
receive payment of the fair value of his shares,
debt obligations or other securities under section
159;

(d) conduct a hearing and permit any interested
persons to appear; and

(e) approve or reject the plan of arrangement as
proposed or with such amendments as it may
direct.

(5) Where the court makes an order approving a
plan of arrangement, the directors of the company, if they
are still desirous of executing the plan, shall confirm the
plan of arrangement as approved by the court whether or
not the court has directed any amendments to be made
thereto.

(6) The directors of the company, upon confirming
the plan of arrangement, shall —

(a) give notice to the persons to whom the order of
the court requires notice to be given; and

(b) submit the plan of arrangement to those persons
for such approval, if any, as the order of the
court requires.

CH.308 – 88] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(7) After the plan of arrangement has been
approved by those persons by whom the order of the court
may require approval, articles of arrangement shall be
executed by the company and shall contain —

(a) the plan of arrangement;
(b) the order of the court approving the plan of

arrangement; and
(c) the manner in which the plan of arrangement

was approved, if approval was required by the
order of the court.

(8) The articles of arrangement shall be submitted to
the Registrar who shall retain and register them in the
register of companies.

(9) Upon registration of the articles of arrangement,
the Registrar shall issue a certificate under his hand and
seal, certifying that the articles of arrangement have been
registered.

(10) A certificate of arrangement issued by the
Registrar shall be prima facie evidence of compliance with
all requirements of this Act in respect of the arrangement.

(11) An arrangement shall be effective on the date
the articles of arrangement are registered by the Registrar
or on such date subsequent thereto not exceeding thirty
days, as is stated in the articles of arrangement.

159. (1) A member of a company shall be entitled to
payment of the fair value of his shares upon dissenting
from —

(a) a merger, if the company is a constituent
company, unless the company is the surviving
company and the member continues to hold the
same or similar shares;

(b) a consolidation if the company is a constituent
company;

(c) any sale, transfer, lease, exchange or other
disposition of more than fifty per cent of the
assets or business of the company, if not made in
the usual or regular course of the business
carried on by the company, but not including —

(i) a disposition pursuant to an order of the
court having jurisdiction in the matter,

Rights of
dissenters.

COMPANIES [CH.308 – 89



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(ii) a disposition for money on terms requiring
all or substantially all net proceeds to be
distributed to the members in accordance
with their respective interests within one
year after the date of disposition, or

(iii) a transfer pursuant to the power described
in section 36;

(d) a redemption of his shares by the company
pursuant to section 157; and

(e) an arrangement, if permitted by the court.
(2) A member who desires to exercise his entitlement

under subsection (1) shall give to company, before the meeting
of members at which the action is submitted to a vote, or at the
meeting before the vote, written objection to the action; but an
objection shall not be required from a member to whom the
company did not give notice of the meeting in accordance with
this Act or where the proposed action is authorized by written
consent of members without a meeting.

(3) An objection under subsection (2) shall include
a statement that the member proposes to demand payment
for his shares if the action is taken.

(4) Within twenty days immediately following the
date on which the vote of members authorizing the action
is taken, or the date on which written consent of members
without a meeting is obtained, the company shall give
written notice of the authorization or consent to each
member who gave written objection or from whom written
objection was not required, except those members who
voted for, or consented to in writing, the proposed action.

(5) A member to whom the company was required
to give notice and who elects to dissent shall, within twenty
days immediately following the date on which the notice
referred to in subsection (4) is given, give to the company a
written notice of his decision to elect to dissent, stating —

(a) his name and address;
(b) the number and classes or series of shares in

respect of which he dissents; and
(c) a demand for payment of the fair value of his

shares,
and a member who elects to dissent from a merger under
section 154 shall give to the company a written notice of
his decision to elect to dissent within twenty days


CH.308 – 90] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

immediately following the date on which the copy of the
plan of merger or an outline thereof is given to him in
accordance with section 153.

(6) A member who dissents shall do so in respect of
all shares that he holds in the company.

(7) Upon the giving of a notice of election to
dissent, the member to whom the notice relates shall cease
to have any of the rights of a member except the right to be
paid the fair value of his shares.

(8) Within seven days immediately following the
date of the expiration of the period within which members
may give their notices of election to dissent, or within
seven days immediately following the date on which the
proposed action is put into effect, whichever is later, the
company or, in the case of a merger or consolidation, the
surviving company or the consolidated company, shall
make a written offer to each dissenting member to
purchase his shares at a specified price that the company
determines to be their fair value; and if, within thirty days
immediately following the date on which the offer is made
the company making the offer and the dissenting member
agree upon the price to be paid for his shares the company
shall pay to the member the amount in money upon the
surrender of the certificates representing his shares.

(9) If the company and a dissenting member fail,
within the period of thirty days referred to in subsection
(8), to agree on the price to be paid for the shares owned by
the member, within twenty days immediately following the
date on which the period of thirty days expire, the
following shall apply —

(a) the company and the dissenting member shall
each designate an appraiser;

(b) the two designated appraiser together shall
designate a third appraiser;

(c) the three appraisers shall fix the fair value of the
shares owned by the dissenting member as of the
close of business on the day prior to the date on
which the vote of members authorizing the
action was taken or the date on which written
consent of members without a meeting was
obtained, excluding any appreciation or depre-
ciation directly or indirectly induced by the

COMPANIES [CH.308 – 91



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
LRO 1/2006 STATUTE LAW OF THE BAHAMAS

action or its proposal, and that value is binding
on the company and the dissenting member for
all purposes; and

(d) the company shall pay to the member the
amount in money upon the surrender by him of
the certificates representing his shares.

(10) Shares acquired by the company pursuant to
subsection (8) or (9) shall be cancelled, but if the shares are
shares of a surviving company, they shall be available for
reissue.

(11) The enforcement by a member of his entitlement
under this section shall exclude the enforcement by the
member of a right to which he would otherwise be entitled
by virtue of his holding shares, except that this section
shall not exclude the right of the member to institute
proceedings to obtain relief on the ground that the action is
illegal.

PART VI
INCORPORATION AND REGISTRATION OF

OTHER COMPANIES
Incorporation of Companies without Share

Capital

160. Sections 161 to 169 shall apply to non-profit
companies only.

161. The memorandum of a non-profit company shall
state —

(a) the restrictions on the undertaking that the
company is to carry on;

(b) that the company has no authorized share capital
and is to be carried on without pecuniary gain to
its members and that any profits or other
accretions to the company are to be used in
furthering its undertaking;

(c) if the undertaking of the company is of a social
nature the address in full of the club house or
similar building maintained by the company;
and

(d) that each first director becomes a member of the
company upon its incorporation.

Application of
sections 161 to
169.
28 of 1994, s. 22.
Form of
memorandum.

CH.308 – 92] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

162. The directors of a non-profit company may
make by-laws to provide for the matters specified in the
Second Schedule.

163. A non-profit company shall have no fewer than
three directors and its articles may provide for individuals
becoming directors by virtue of their holding some office
outside the company.

164. Unless the articles otherwise provide, there shall
be no limit to the membership of a non-profit company.

165. The articles of a non-profit company may
provide for more than one class of membership; in which
case, the designation of and the terms and conditions
attaching to each class of shares shall be specified.

166. Subject to the articles of a non-profit company
persons may be admitted to membership in the company by
a resolution of directors; but the articles may provide —

(a) that the resolution shall be ineffective until
confirmed by the members in general meeting;
and

(b) that members can be admitted by virtue of
holding some office outside the company.

167. (1) Subject to subsection (2), each member of
each class of members of a non-profit company shall have
one vote.

(2) The articles of a non-profit company may
provide that each member of a specified class shall have
more than one vote or shall have no vote.

168. (1) Unless the articles of a non-profit company
otherwise provide, the interest of a member in such a
company shall not be transferable, and shall lapse and
cease to exist upon his death or when he shall cease to be a
member by resignation or otherwise in accordance with the
articles of the company.

(2) Where the articles of a non-profit company
provide that the interest of a member shall be transferable,
any restriction on such interest shall be void.

169. (1) The articles of a non-profit company may
provide that, upon dissolution, the remaining property of
the company shall be distributed among the members or

Second Schedule.
By-laws.

Directors.

Unlimited
membership.

Classes of
membership.

Admission to
membership.

Voting.

Transfer of
members’
interests.

Dissolution and
distribution.

COMPANIES [CH.308 – 93



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

among the members of a class or classes of members or to
one designated organisation or more, or to any combination
thereof.

(2) Where the articles of a non-profit company do
not provide for a distribution of its remaining property in
accordance with subsection (1), the company shall, by a
resolution of directors, after payment of all debts and
liabilities, distribute or dispose of the remaining property to
any organization in The Bahamas the undertaking of which
is charitable or beneficial to the company at large.

(3) Where the articles do not contain a provision for
the distribution of remaining property to the members, the
articles may not be amended so to provide.

Registration of Foreign Companies
170. In this Part —
“foreign company” means any incorporated or

unincorporated body formed under the laws of a
country other than The Bahamas;

“undertaking” means, in relation to a foreign
company, any business or undertaking carried
on by a foreign company.

171. (1) A foreign company carries on an undertaking
in The Bahamas if —

(a) it maintains a warehouse or place of business in
The Bahamas;

(b) it is licensed or registered or required to be
licensed or registered under the laws of The
Bahamas whereby it is entitled to do business or
to sell shares or debentures of its own issue; or

(c) in any other manner, it carries on any
undertaking in The Bahamas.

(2) For the purposes of subsection (1), where a
foreign company is listed with a telephone number in The
Bahamas under the name of the foreign company in a
telephone directory published for use in The Bahamas, the
foreign company is presumed, in the absence of evidence
to the contrary, to be carrying on an undertaking in The
Bahamas.

Interpretation.

Carrying on
business in The
Bahamas.

CH.308 – 94] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

172. (1) Subject to subsection (2), no foreign
company may begin to carry on any undertaking in The
Bahamas until it is registered under this Act.

(2) Subject to section 173, a foreign company, upon
payments of the prescribed fee, shall be entitled to be
registered under this Act for any lawful undertaking.

(3) This section shall not apply to a foreign
company that carried on an undertaking in The Bahamas
prior to the commencement of this Act.

173. (1) In order to register under this Act, a foreign
company shall file with the Registrar a statement in the
approved form setting out —

(a) the name of the company;
(b) the jurisdiction in which the company was

incorporated;
(c) the date of its incorporation;
(d) the manner in which it was incorporated;
(e) the particulars of its corporate instruments;
(f) the period, if any, fixed by its corporate

instruments for the duration of the company;
(g) the extent, if any, to which the liability of the

shareholders or members of the company is
limited;

(h) the undertaking that the company will carry on
in The Bahamas;

(i) the date on which the company intends to
commence any of its undertakings in The
Bahamas;

(j) the authorized, subscribed and paid up or stated
capital of the company and the shares that the
company is authorized to issue and their
nominal or par value, if any;

(k) the full address of the principal office of the
company outside The Bahamas;

(l) the full address of the principal office of the
company in The Bahamas; and

(m) the full names, addresses and occupations of the
directors of the company.

(2) The statement for the purposes of subsection (1)
shall be accompanied by —

Registration of
foreign
companies.

Requirements for
registration of
foreign company.

COMPANIES [CH.308 – 95



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(a) a statutory declaration by at least one director of
the company that verifies on behalf of the
company the particulars set out in the statement;

(b) a certified copy of the corporate instruments of
the company;

(c) a statutory declaration by a counsel and attorney
that this section has been complied with;

(d) the prescribed fees.
(3) Where the statement required by this section is

not in the English language, a notarially certified
translation of that document shall be provided unless the
Registrar otherwise directs.

174. (1) When the Registrar has, in respect of a
foreign company, received all the required documents and
the prescribed fees, the Registrar shall —

(a) issue a certificate showing that the company has
been registered as a foreign company under this
Act; and

(b) publish in the Gazette a notice of the registration
of the company as a foreign company.

(2) A certificate of registration issued under this Act
to a foreign company shall be conclusive proof of the
registration of the company on the date shown on the
certificate and any other facts that the certificate purports
to certify.

175. Subject to this Part and any other law of The
Bahamas, a foreign company that is registered under this
Act may carry on its undertaking in The Bahamas in
accordance with its certificate of registration and may
exercise its corporate powers within The Bahamas.

176. A foreign company that is registered under this
Act has the same capacity as a company incorporated
under this Act and the provisions of this Act, except those
relating to incorporation, shall apply, mutatis mutandis, to
foreign companies.

177. (1) Subject to any regulations made by the
Minister respecting foreign companies, the Minister may
suspend or revoke the registration of a foreign company for
failure to comply with any requirements of this Part or


28 of 1994, s. 23.

Certificate of
registration.

Effect of
registration.

Capacity of
foreign company.
28 of 1994, s. 24.

Suspension of
registration.

CH.308 – 96] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

for any other prescribed cause; and the Minister may
subject to those regulations, remove a suspension or cancel
a revocation.

(2) The rights of the creditors of a foreign company
shall not be affected by the suspension or revocation of its
registration under this Act.

(3) The Registrar shall immediately publish in the
Gazette a notice of any suspension or revocation of a
foreign company under this Act.

178. (1) When a foreign company ceases to carry on
its undertaking in The Bahamas, the company shall file a
notice to that effect with the Registrar, who shall there-
upon cancel the registration of the company under this Act.

(2) If a foreign company ceases to exist and the
Registrar is made aware of that circumstance by evidence
satisfactory to him, the Registrar may cancel the
Registration of the company under this Act.

179. (1) Subject to subsection (3), where the registra-
tion of a foreign company has been cancelled under section
178, the Registrar may revive the registration of a foreign
company under this Act if the company files with him such
documents as he may require and pays the prescribed fee.

(2) The registration of a foreign company is revived
when the Registrar issues a new certificate of registration
to the company.

(3) The Registrar may not revive the registration of a
foreign company the registration of which was suspended
or revoked by the Minister under section 177.

180. (1) A foreign company registered under this Act
and carrying on an undertaking in The Bahamas shall paint
or affix its name and place of business, in a conspicuous
place in easily legible letters, and keep that information so
painted and affixed, on the outside of its registered office
in The Bahamas and every office or place in The Bahamas
in which it carries on its undertaking.

(2) A foreign company carrying on any undertaking
in The Bahamas, in the transaction of its undertaking in
The Bahamas, shall have its name mentioned in legible
characters in —

Cancellation of
registration.

Revival of
registration.

28 of 1994, s. 25.

Name display.

COMPANIES [CH.308 – 97





LRO 1/2010 STATUTE LAW OF THE BAHAMAS

(a) all notices, advertisements and other official
publications;

(b) all bills of exchange, promissory notes, endorse-
ments, cheques and orders for money or goods
purporting to be signed by or on behalf of the
company; and

(c) all bills of parcels, invoices, receipts and letters
of credit of the company.

181. A foreign company that is registered under this
Act shall maintain a registered office in The Bahamas and
the address of that office shall be notified to the Registrar.

182. (1) The Registrar may, at any time, make a
written demand for information concerning a foreign
company and such information shall be furnished within
twenty-one days of the demand signed by at least one
director of the company.

(2) The Registrar may cancel the registration of a
foreign company for failure to comply with a demand
under subsection (1) where he is satisfied that his demand
has been received and there has been wilful default in
complying therewith.

PART VII
WINDING UP OF COMPANIES

Preliminary
183. For the purposes of this Part “contributory”

means every person liable to contribute to the assets of a
company under this Act in the event of that company being
wound up and includes any person alleged to be a
contributor in proceedings for determining the persons who
are to be deemed contributories and in all proceedings prior
to the final determination of such persons.

184. (1) The liability of any person to contribute to
the assets of a company under this Act, in the event of such
company being wound up, shall be deemed to create a debt
of the nature of a specialty accruing due from such person
at the time when his liability commenced, but payable at
the time or respective times when calls are made for
enforcing such liability.

Registered office.

Returns.

Definition of
“contributory”.

Nature of
liability of
contributory.

CH.308 – 98] COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2010

(2) Without affecting subsection (1), where a con-
tributory is bankrupt, the estimated value of his liability to
future calls, as well as calls already made may be proved
against his estate.

185. Where any contributory dies either before or
after he has been placed on the list of contributories, his
personal representatives, heirs, and devisees shall be liable
in the due course of administration to contribute to the
assets of the company in discharge of the liability of such
deceased contributory and such personal representatives,
heirs, and devisees shall be deemed to be contributories
accordingly.

186. Where any contributory becomes bankrupt,
either before or after he has been placed on the list of
contributories, his assignees shall be deemed to represent
such bankrupt for all the purposes of the winding up, and
shall be deemed to be contributories, accordingly, and may
be called upon to admit to proof against the estate of such
bankrupt, or otherwise to allow to be paid out of his assets
in due course of law, any monies due from such bankrupt
in respect of his liability to contribute to the assets of the
company being wound up.

Winding-up by Court
187. A company under this Act may be wound up by

the court in the following circumstances —
(a) when the company has passed a resolution

requiring the company to be wound up by the
court;

(b) when the company does not commence its
business within a year from its incorporation, or
suspends its business for a period of one year;

(c) when the members are reduced in number to less
than two;

(d) when the company is unable to pay its debts;
(e) if the court is of the opinion that it is just and

equitable that the company should be wound up;
or

(f) if the Central Bank petitions for the winding up
of a bank whose licence has been suspended; or

(g) if the Commission or Statutory Administrator,
under the Insurance Act or the External
Insurance Act, petitions for the winding up of an
insurance company.

Contributories in
case of death.

Contributories in
case of
bankruptcy.

Circumstances
giving rise to
winding-up by
court.

13 of 2009, s. 2.

13 of 2009, s. 2.

Ch. 347.
Ch. 348.


COMPANIES [CH.308 – 99



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

188. A company under this Act shall be deemed to be
unable to pay its debts where —

(a) a creditor, by assignment or otherwise, to whom
the company is indebted, in a sum exceeding
one thousand dollars then due, has served on the
company, at its registered office, a demand
under his hand requiring the company to pay the
sum due, and the company has for three weeks
thereafter neglected to pay such sum, or to
secure or compound for the same to the
reasonable satisfaction of the creditor;

(b) execution or other process issued on a judgment,
decree, or order obtained in any court in favour
of any creditor in any proceeding instituted by
such creditor against the company, is returned
unsatisfied in whole or in part;

(c) it is proved to the satisfaction of the court that
the company is unable to pay its debts; or

(d) it is proved to the satisfaction of the court that
the value of the company’s assets is less than the
amount of its liabilities, having regard to its
contingent and prospective creditors.

189. Any application to the court for the winding up
of a company under this Act shall be by petition; and such
petition may be presented by the company, a director, or by
any one or more creditors, a contributory of the company,
or by all or any of the above parties, together or separately;
and every order which may be made on any such petition
shall operate in favour of all the creditors and all the
contributories of the company in the same manner as if it
had been made upon the joint petition of a creditor and a
contributory.

190. Any judge of the court may do in chambers any
act which the court is authorized to do in a winding up by
the court.

191. A winding up of a company by the court shall be
deemed to commence at the time of the presentation of the
petition for the winding up.

192. The court may, at any time after the presentation
of a petition for winding up a company under this Act, and
before making an order for winding up the company, upon


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.

CH.308 – 100] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

the application of the company, or of any creditor or
contributory of the company, restrain further proceedings
in any action, suit or proceeding against the company, upon
such terms as the court thinks fit; the court may also at any
time after the presentation of such petition, and before the
first appointment of liquidators, appoint provisionally an
official liquidator of the estate and effects of the company.

193. Upon hearing the petition the court may dismiss
the same with or without costs, may adjourn the hearing
conditionally or unconditionally, and may make any
interim order, or any other order that it deems just.

194. When an order has been made for winding up a
company under this Act, or a provisional liquidator has
been appointed, no suit, action, or other proceedings shall
be proceeded with or commenced against the company
except with the leave of the court, and subject to such
terms as the court may impose.

195. When an order has been made for winding up a
company under this Act, a copy of such order shall be
forwarded by the company to the Registrar who shall make
a minute thereof in the register of companies.

196. The court may at any time after an order has
been made for winding up a company, upon the application
by motion of any creditor or contributory of the company,
and upon proof to the satisfaction of the court that all
proceedings in relation to such winding up ought to be
stayed, make an order staying the same, either altogether or
for a limited time, on such terms and subject to such
conditions as it deems fit.

197. When an order has been made for winding up a
company limited by guarantee and having a capital divided
into shares, any share capital that may not have been called
up shall be deemed to be assets of the company, and to be a
debt of the nature of a specialty due to the company from
each member to the extent of any sums that may be unpaid
on any shares held by him, and payable at such time as
may be appointed by the court.

198. (1) Subject to subsection (2), the court may, as
to all matters relating to the winding up, have regard to the


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
contributories.

COMPANIES [CH.308 – 101



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

wishes of the creditors or contributories, as proved to it by
any sufficient evidence, and may, if it thinks it expedient,
direct meetings of the creditors or contributories to be
summoned, held, and conducted in such manner as the
court directs, for the purpose of ascertaining their wishes,
and may appoint a person to act as chairman of such
meeting, and to report the result of such meeting to the
court.

(2) Without affecting subsection (1), in the case of
creditors, regard is to be had to the value of the debts due
to each creditor, and in the case of contributories to the
number of votes conferred on each contributory by the
regulation of the company.

Official Liquidators
199. (1) For the purpose of conducting the proceed-

ings in winding up a company, and assisting the court
therein, there may be appointed a person to be called an
official liquidator; and the court having jurisdiction may
appoint such person, either provisionally or otherwise, as it
thinks fit, to the office of official liquidator; but in either
case, if more persons than one are appointed to the office
of official liquidator, the court may declare whether any act
hereby required or authorized to be done by the official
liquidator is to be done by all or any one or more of such
persons, and the court may also determine whether any and
what security is to be given by any official liquidator on his
appointment.

(2) If no official liquidator is appointed or during
any vacancy in such appointment, all the property shall be
deemed to be in the custody of the court.

200. (1) Any official liquidator may resign or be
removed by the court on due cause shown; and any
vacancy in the office of official liquidator appointed by the
court shall be filled by the court.

(2) There shall be paid to the official liquidator such
salary or remuneration, by way of percentages or other-
wise, as the court may direct; and if more liquidators than
one are appointed such remuneration shall be distributed
amongst them in such proportions as the court shall direct.

Appointment of
official
liquidator.

Registrations,
removals, etc.

CH.308 – 102] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

201. The official liquidator shall be described by
the style of the official liquidator of the particular company
in respect of which he is appointed, and not by his
individual name; and he shall take into his custody, or
under his control, all the property, effects, and things in
action to which the company is or appears to be entitled,
and shall perform such duties in reference to the winding
up of the company as may be imposed by the court.

202. (1) The official liquidator may, with the
approval of court, do any or all of the following —

(a) bring or defend any action, suit, or prosecution,
or other legal proceedings, civil or criminal, in
the name and on behalf of the company;

(b) carry on the business of the company, so far as
may be necessary for the beneficial winding up
of the same;

(c) sell the real and personal property, effects, and
things in action of the company by public
auction or private contract with power to
transfer the whole thereof to any person or
company, or to sell the same in parcels;

(d) do all acts and execute, in the name and on
behalf of the company, all deeds, receipts, and
other documents, and for that purpose use, when
necessary, the company’s seal;

(e) prove, rank, claim and draw a dividend, in the
matter of the bankruptcy or insolvency of any
contributory, for any balance against the estate
of such contributory, and take and receive
dividends in respect of such balance, in the
matter of bankruptcy or insolvency as a separate
debt due from such bankrupt or insolvent, and
rateably with the other separate creditors;

(f) draw, accept, make and endorse any bill of
exchange or promissory note in the name and on
behalf of the company, also to raise upon the
security of the assets of the company from time
to time any requisite sum or sums of money; and
drawings, accepting, making or endorsing of
every such bill of exchange or promissory note
on behalf of the company shall have the same
effect with respect to the liability of such
company as if such bill or note had been drawn,


Style and duties
of official
liquidator.

Powers of
official
liquidator.

COMPANIES [CH.308 – 103



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

accepted, made, or endorsed by or on behalf of
such company in the course of carrying on the
business thereof;

(g) take out, if necessary, in his official name,
letters or administration to any deceased
contributory, and do in his official name any
other act that may be necessary for obtaining
payment of any monies due from a contributory
or from his estate, and which act cannot be
conveniently done in the name of the company;
and in all cases where he takes out letters of
administration, or otherwise uses his official
name for obtaining payment of any monies due
from a contributory, such monies shall for the
purposes of enabling him to take out such letters
or recover such monies, be deemed to be due to
the official liquidator himself; and

(h) do and execute all such other things as may be
necessary for winding up the affairs of the
company and distributing its assets.

(2) Any instrument or transaction effecting the
transfer of any real property, by the official liquidator shall
be subject to stamp duty as specified in the Stamp Act.

203. The court may provide by any order that the
official liquidator may exercise any of the above powers
without the approval or intervention of the court, and
where an official liquidator is provisionally appointed may
limit and restrict his powers by the order appointing him.

204. (1) Where a company is being wound up by the
court the court may on the application of the liquidator, by
order, direct that all or any part of the property belonging
to the company or held by trustees on its behalf shall vest
in the liquidator by his official name, whereupon the
property to which the order relates shall vest accordingly.

(2) The liquidator may, after giving such indemnity,
if any, as the court may direct, bring or defend in his
official name any action or other legal proceeding which
relates to that property or which is necessary to bring or
defend for the purpose of effectually winding up the
company and recovering its property.

23 of 1999, s. 2.

Ch. 370.

Discretion of
official
liquidator.

Vesting of
property in
liquidator.

CH.308 – 104] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

205. The official liquidator may, with the approval of
the court, appoint a counsel and attorney to assist him in
the performance of his duties.

Ordinary Powers of Court
206. As soon as may be after making an order for

winding up the company, the court shall settle a list of
contributories, with power to rectify the register of
members in all cases where such rectification is required in
pursuance of this Act, and shall cause the assets of the
company to be collected, and applied in discharge of its
liabilities.

207. In settling the list of contributories the court
shall distinguish between persons who are contributories in
their own right and persons who are contributories as being
representatives of or being liable for the debts of others;
and it shall not be necessary, where the personal
representative of any deceased contributory is placed on
the list, to add the heirs or devisees of such contributory,
but such heirs or devisees may be added as and when the
court thinks fit.

208. The court may, at any time after making an
order for winding up a company, require any contributory
for the time being settled on the list of contributories,
trustee, receiver, banker, or agent, or officer of the
company to pay, deliver, convey, surrender, or transfer
forthwith, or within such time as the court directs, to or
into the hands of the official liquidator, any sum or
balance, books, papers, estate, or effects which happen to
be in his hands for the time being, and to which the
company is prima facie entitled.

209. (1) Subject to subsections (2) and (3), the court
may, at any time after making an order for winding up the
company, make an order on any contributory for the time
being settled on the list of contributories, directing
payment to be made, in respect of any monies due from
him or from the estate of the person whom he represents to
the company exclusive of any monies which he or the
estate of the person whom he represents may be liable to
contribute by virtue of any call made or to be made by the
court pursuant to this Act.

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.

COMPANIES [CH.308 – 105



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(2) The court may, in making such order when the
company is not limited, allow to such contributory by way
of set-off any monies due to him or the estate which he
represents from the company on any independent dealing
or contract with the company, but not any monies due to
him as a member of the company in respect of any
dividend or profit.

(3) When all the creditors of any company whether
limited or unlimited are paid in full, any monies due on
account whatever to any contributory from the company
may be allowed to him by way of set-off against any
subsequent call.

210. The court may, at any time after making an
order for winding up a company, and either before or after
it has ascertained the sufficiency of the assets of the
company, make calls on and order payment thereof by all
or any of the contributories for the time being settled on the
list of contributories, to the extent of their liability, for
payment of all or any sums it deems necessary to satisfy
the debts and liabilities of the company, and the costs,
charges, and expenses of winding it up, and for the
adjustment of the rights of the contributories amongst
themselves, and it may, in making a call, take into
consideration the probability that some of the
contributories upon whom the same is made may partly or
wholly fail to pay their respective portions of the same.

211. The court may order any contributory, purcha-
ser, or other person from whom money is due to the
company to pay the same into a bank to the account of the
official liquidator, instead of to the official liquidator and
such order may be enforced in the same manner as if it had
directed payment to the official liquidator.

212. All monies, bills, notes and other securities paid
and delivered into a bank in the event of a company being
wound up by the court shall be subject to such order and
regulations for the keeping of the account of such monies
and other effects, and for the payment and delivery in, or
investment and payment and delivery out of, the same as
the court may direct.

213. If any person made a contributory as personal
representative of a deceased contributory makes default in
paying any sum ordered to be paid by him, proceedings


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.

CH.308 – 106] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

may be taken for administering the personal and real
estates of such deceased contributory, or either of such
estates, and of compelling payment of the monies due.

214. Any order made by the court pursuant to this
Act upon any contributory shall, subject to the provisions
for appealing against such order, be conclusive evidence
that the monies, if any, thereby appearing to be due or
ordered to be paid are due, and all other pertinent matters
stated in such order are to be taken to be truly stated as
against all persons, and in all proceedings, with the
exception of proceedings taken against the real estate of
any deceased contributory, in which case such order shall
only be prima facie evidence for the purpose of charging
his real estate, unless his heirs or devisees were on the list
of contributories at the time of the order being made.

215. The court may fix a day on or within which
creditors of the company are to prove their debts or claims,
or to be excluded from the benefit of any distribution made
before such debts are proved.

216. The court shall adjust the rights of the
contributories amongst themselves, and distribute any
surplus that may remain amongst the parties entitled
thereto.

217. The court may, in the event of the assets being
insufficient to satisfy the liabilities, make an order as to the
payment out of the estate of the company of the costs,
charges, and expenses incurred in winding up any company
in such order of priority as the court thinks just.

218. When the affairs of the company have been
completely wound up, the court may make an order that the
company be dissolved from the date of such order, and the
company shall be dissolved accordingly.

219. Any order so made shall be reported by the
official liquidator to the Registrar who shall make a minute
in the register of companies of the dissolution of such
company.

Extraordinary Powers of Court
220. The court may, after it has made an order for

winding up the company, summon before it any officer of
the company or person known or suspected to have in his


Order conclusive
evidence.

Creditors not
proving in time.

Court to adjust
rights.

Court to order
costs.

Dissolution of
company.

Registrar to
make minute of
dissolution.

Power of court to
summon persons.

COMPANIES [CH.308 – 107



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

possession any of the estate or effects of the company, or
supposed to be indebted to the company, or any person
whom the court may deem capable of giving information
concerning the trade, dealings, estate or effects of the
company; and the court may require any such officer or
person to produce any books, papers, deeds, writings or
other documents in his custody or power relating to the
company; and if any person so summoned, after being
tendered a reasonable sum for his expenses, refuses to
come before the court at the time appointed, having no
lawful impediment (made known to the court at the time of
its sitting, and allowed by it), the court may cause such
person to be apprehended, and brought before the court for
examination; but in cases where any person claims any lien
on papers, deeds or writings or documents produced by
him, such production shall be without prejudice to such
lien, and the court shall have jurisdiction in the winding up
to determine all questions relating to such lien.

221. The court may examine upon oath, either orally
or upon written interrogatories, any person appearing or
brought before it concerning the affairs, dealings, estate or
effects of the company, and may reduce into writing the
answers of every such person, and require him to subscribe
the same.

222. The court may, at any time before or after it has
made an order for winding up a company, upon proof
being given that there is probable cause for believing that
any contributory to such company is about to leave The
Bahamas or otherwise abscond, or to remove or conceal
any of his goods or chattels, for the purpose of evading
payment of calls, or for avoiding examination in respect of
the affairs of the company, cause such contributory to be
arrested, and his books, papers, monies securities for
monies, goods, and chattels to be seized, and him and them
to be safely kept until such time as the court may order.

223. Any powers conferred on the court by this Act
shall be deemed to be in addition to and not in restriction
of any other powers subsisting of instituting proceedings
against any contributory, or the estate of any contributory,
or against any debtor of the company for the recovery of
any call or other sums due from such contributory, or
debtor, or his estate, and such proceedings may be
instituted accordingly.

Examination of
parties by court.

Power of arrest.

Powers of court
cumulative.

CH.308 – 108] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

224. All orders made by the court under this Act
may be enforced in the same manner in which orders of
such court made in any suit pending therein may be

enforced.
Voluntary Winding Up of Company

225. A company incorporated under this Act may be
wound up voluntarily where —

(a) the period, if any, fixed for the duration of the
company by the articles shall expire, or
whenever the event, if any, shall occur, upon the
occurrence of which it is provided by the articles
that the company is to be dissolved, and the
members of the company have passed a
resolution requiring the company to be wound
up voluntarily;

(b) a resolution requiring the company to be wound
up voluntarily has been passed by a majority of
not less than three-fourths of such members of
the company for the time being entitled
according to the articles to vote as may be
present in person or by proxy at any general
meeting of which notice specifying the intention
to propose such resolution had been duly given;
or

(c) the members of the company have passed a
resolution to the effect that it has been proved to
their satisfaction that the company cannot by
reason of its liabilities continue its business, and
that it is advisable to wind up the same.

226. A voluntary winding up shall be deemed to
commence at the time of the passing of the resolution
authorizing such winding up.

227. Whenever a company is wound up voluntarily
the company shall, from the date of the commencement of
such winding up, cease to carry on its business, except in
so far as may be required for the beneficial winding up
thereof, and all transfers of shares except transfers made to
or with the sanction of the liquidators, or alteration in the
status of the members of the company taking place, after
the commencement of such winding up are void, but its
corporate state and all its corporate powers shall,
notwithstanding it is otherwise provided by its regulations,
continue until the affairs of the company are wound up.

Power to enforce
orders.

Circumstances
under which
company may be
wound up
voluntarily.

28 of 1994, s. 27.

Commencement
of voluntary
winding up.

Effect of
voluntary
winding up.

COMPANIES [CH.308 – 109



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

228. Notice of any resolution passed for winding up a
company voluntarily shall be published in the Gazette.

229. The following consequences ensue upon the
voluntary winding up of a company —

(a) the property of the company shall be applied in
satisfaction of its liabilities pari passu and,
subject thereto, shall, unless it be otherwise
provided by the articles, be distributed amongst
the members according to their rights and
interests in the company;

(b) a liquidator shall be appointed for the purpose of
winding up the affairs of the company and
distributing the property;

(c) the company in general meeting shall appoint
such person as it thinks fit to be the liquidator,
and may fix the remuneration to be paid to them;

(d) upon the appointment of a liquidator, all the
powers of the directors shall cease, except in so
far as the company in general meeting may
approve the continuance of such powers;

(e) if several liquidators are appointed, every power
hereby given may be exercised by such one or
more of them as may be determined at the time
of their appointment, or in default of such
determination by any number not less than two;

(f) a liquidator may, without the approval of the
court, exercise all powers by this Act given to
the official liquidator;

(g) a liquidator may exercise the powers given to
the court of settling the list of contributories of
the company, and any list so settled shall be
prima facie evidence of the liability of the
persons named therein to be contributories.

230. (1) A liquidator may at any time after the
passing of the resolution for winding up the company, and
before they have ascertained the sufficiency of the assets of
the company, call on all or any of the contributories for the
time being settled on the list of contributories to the extent
of their liability to pay all or any sums they deem necessary
to satisfy the debts and liabilities of the company, and the
costs, charges, and expenses of winding it up, and for the
adjustment of the rights of the contributories amongst


Notice of
resolution to
wind up.

Consequences of
voluntary
winding up.

Special powers
and duties of
liquidator.

CH.308 – 110] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

themselves; and the liquidators may in making a call take
into consideration the probability that some of the
contributories upon whom the same is made may partly or
wholly fail to pay their respective portions of the same.

(2) Until the affairs of the company are completely
wound up, a liquidator shall keep both the members of the
company and the Registrar informed of the state of affairs
of the company by filing with the Registrar periodic
statements of receipts and disbursements and such
statements shall be made available to the members.

231. Where a company limited by guarantee, and
having a capital divided into shares, is being wound up
voluntarily, any share capital that may not have been called
up shall be deemed to be assets of the company, and to be a
specialty debt due from each member to the company to
the extent of any sums that may be unpaid on any shares
held by him, and payable at such time as may be appointed
by the liquidator.

232. A company about to be wound up voluntarily, or
in the course of being wound up voluntarily, may by
resolution, delegate to its creditors, or to any committee of
its creditors the power of appointing liquidators, or any of
them, and supplying any vacancies in the appointment of
liquidators or may by a like resolution enter into any
arrangement with respect to the powers to be exercised by
the liquidators, and the manner in which they are to be
exercised; and any act done by the creditors pursuant to
such delegated power, has the same effect as if it had been
done by the company.

233. Any arrangement entered into between a com-
pany about to be wound up voluntarily and its creditors is
binding on the company if approved by a resolution of its
members, and on the creditors if acceded to by three-
fourths in number and value of the creditors if acceded to
by such right of appeal in accordance with section 234.

234. Any creditor or contributory of a company that
has entered into any arrangement with its creditors may,
within three weeks from the date of the completion of such
arrangement, appeal to the court against such arrangement
and the court may thereupon, as it thinks just, amend, vary
or confirm any such arrangement.

Effect of winding
up on share
capital of
company limited
by guarantee.

Power of
company to
delegate
authority to
appoint
liquidator.

Arrangement
when binding on
creditors.

Power of creditor
or contributory to
appeal.

COMPANIES [CH.308 – 111



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

235. Where a company is being wound up voluntarily
the liquidators or any contributory of the company may
apply to the court to determine any question arising in the
matter of such winding up, or to exercise, as respects the
enforcing of calls, or in respect of any other matter, all or
any of the powers which the court might exercise if the
company were being wound up by the court; and the court
if satisfied that the determination of such question, or the
required exercise of power will be just and beneficial, may
accede, wholly, or partially, to such application on such
terms and subject to such conditions as the court thinks fit,
or it may make such other order, interlocutor or decree on
such application as the court thinks just.

236. Where a company is being wound up voluntarily,
the liquidator may from time to time during the continuance
of such winding-up summon general meeting of the
company for the purpose of obtaining the approval of the
company by resolution or for any other purpose they think
fit; and in the event of the winding up continuing for more
than one year the liquidator shall summon a general meeting
of the company at the end of the first year of each
succeeding year from the commencement of the winding-up
or as soon thereafter as may be convenient and shall lay
before such meeting an account showing their acts and
dealing and the manner in which the winding up has been
conducted during the preceding year.

237. If any vacancy occurs in the office of liquidator
appointed by the company by death, resignation, or
otherwise, the company in general meeting may, subject to
any arrangement they may have entered into with their
creditors fill such vacancy, and a general meeting for the
purpose of filling such vacancy may be convened by the
continuing liquidator, if any, or by any contributory of the
company, and shall be deemed to have been duly held if
held in manner prescribed by the articles of the company,
or in such other manner as may, on application by the
continuing liquidator, if any or by any contributory of the
company, be determined by the court.

238. If there is no liquidator acting in the case of a
voluntary winding-up, the court may, on the application of
a contributory, appoint a liquidator; and the court may, on
due cause shown, remove any liquidator, and appoint
another liquidator to act in the matter of a voluntary
winding up.

Power of
liquidators or
contributories in
voluntary
winding up to
apply to court.

Power of
liquidator to call
general meeting.

Power to fill
vacancy of
liquidator.

Power of court to
appoint
liquidators.

CH.308 – 112] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

239. (1) As soon as the affairs of the company are
fully wound up, the liquidator shall make up an account
showing the manner in which such winding-up has been
conducted, and the property of the company disposed of;
and they shall call a general meeting of the company for
the purpose of having the account laid before them and
hearing any explanations that may be given by the
liquidator.

(2) The meeting shall be called by advertisement,
specifying the time, place and object of such meeting; and
such advertisement shall be published one month, at least,
prior to the meeting.

240. (1) The liquidator shall make a return to the
Registrar of such meeting having been held, and of the date
at which the same was held, and on the expiration of three
months from the date of the registration of such return the
company shall be deemed to be dissolved.

(2) Notification of a dissolution shall be notified in
the Gazette and in any local newspaper as the Registrar
shall determine.

241. All costs, charges and expenses properly
incurred in the voluntary winding up of a company,
including the remuneration of the liquidator, shall be
payable out of the assets of the company in priority to all
other claims.

242. The voluntary winding up of a company does
not constitute a bar to the right of any creditor or
contributory of such company to have the same wound up
by the court, if the court is of the opinion that the rights of
such creditor or contributory will be prejudiced by a
voluntary winding up.

243. Where a company is in the course of being
wound up voluntarily, and proceedings are taken for the
purpose of having the same wound up by the court, the
court may, if it thinks fit, notwithstanding that it makes an
order directing the company to be wound up by the court,
provide in such order or in any other order for the adoption
of all or any of the proceedings taken in the course of the
voluntary winding up.

Liquidators on
conclusion of
winding-up to
make up an
account.

Liquidator to
report meeting to
Registrar.

Costs of
voluntary
liquidation.

Saving of rights
of creditors.

Power of court to
adopt
proceedings of
voluntary
winding-up.

COMPANIES [CH.308 – 113



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

Winding up subject to the Supervision of the
Court

244. When a resolution has been passed by a
company to wind up voluntarily, the court may make an
order directing that the voluntary winding up should
continue, but subject to such supervision of the court, and
with such liberty for creditors, contributories or others, to
apply to the court, and generally upon such terms and
subject to such conditions as the court thinks just.

245. (1) A petition, praying wholly or in part that a
voluntary winding up should continue, but subject to the
supervision of the court, and which winding up is
hereinafter referred to as a winding up subject to the
supervision of the court, shall, for the purpose of giving
jurisdiction to the court over suits and actions, be deemed
to be a petition for winding up the company by the court.

(2) The court may, in the case of creditors, have
regard to the value of the debts due to each creditor and in
the case of contributories to the number of votes conferred
on each contributory by the regulations of the company.

246. (1) Subject to subsection (2), the court may, in
determining whether a company is to be wound up
altogether by the court or subject to the supervision of the
court, in the appointment of liquidators, and in all other
matters relating to the winding up subject to supervision,
have regard to the wishes of the creditors or contributories
as proved to it by any sufficient evidence, and may direct
meetings of the creditors or contributories to be
summoned, held, and regulated in such manner as the court
directs for the purpose of ascertaining their wishes, and
may appoint a person to act as chairman of any such
meeting, and to report the result of such meeting to the
court.

(2) The court may, in the case of creditors, have
regard to the value of the debts due to each creditor and in
the case of contributories to the number of votes conferred
on each contributory by the regulations of the company.

247. (1) Subject to subsection (2), where any order is
made by the court for a winding up subject to the
supervision of the court, the court may, in such order or in
any subsequent order, appoint any additional liquidators,
and any liquidator so appointed by the court shall have the


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.

CH.308 – 114] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

same powers, be subject to the same obligations, and in all
respects stand in the same position as if they had been
appointed by the company.

(2) The court may from time to time remove any
liquidator so appointed by the court and fill any vacancy
occasioned by such removal or by death or resignation.

248. (1) Where an order is made for a winding up
subject to the supervision of the court, the liquidators
appointed to conduct such winding up may, subject to any
restrictions imposed by the court, exercise all their powers,
without the approval or intervention of the court, in the
same manner as if the company were being wound up
altogether voluntarily; but any order made by the court for
a winding up, subject to the supervision of the court, shall
for all purposes, including the staying of actions, suits and
other proceedings, be deemed to be an order of the court,
for winding up the company by the court, and shall confer
full authority on the court to make calls, or to enforce calls
made by the liquidators, and to exercise all other powers
which it might have exercised if an order had been made
for winding up the company altogether by the court.

(2) For the purposes of the construction of the
provisions whereby the court is empowered to direct any
act or thing to be done to or in favour of the official
liquidators, the expression “official liquidators” shall be
deemed to include the liquidators conducting the winding-
up subject to the supervision of the court.

249. Where any order has been made for the winding
up of a company subject to the supervision of the court,
and such order is afterwards superseded by an order
directing the company to be wound up compulsorily, the
court may in such order, or in any subsequent order,
appoint the voluntary liquidators, either provisionally or
permanently, and either with or without the addition of any
other persons, to be official liquidators.

Supplemental Provisions
250. Where any company is being wound up by the

court or subject to the supervision of the court all
dispositions of the property, effects, and things in action of
the company and every transfer of shares, or alteration in
the status of the members of the company made between


Effect of order of
court for winding
up subject to
supervision.

Appointment of
voluntary
liquidators to
office of official
liquidators.

Dispositions
after the
commencement
of winding up to
be rendered void.

COMPANIES [CH.308 – 115



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

the commencement of the winding up and the order for
winding up are, unless the court otherwise orders, void.

251. Where any company is being wound up, all
books, accounts and documents of the company and of the
liquidators shall, as between the contributories of the
company, be prima facie evidence of the truth of all
matters purporting to be therein recorded.

252. Where any company has been wound up under
this Act and is about to be dissolved, the books, accounts
and documents of the company and of the liquidators may
be disposed of as follows —

(a) where the company has been wound up by or
subject to the supervision of the court, in such
way as the court directs; and

(b) where the company has been wound up volunta-
rily, in such way as the company by resolution
directs; but after the lapse of five years from the
date of such dissolution, no responsibility shall
rest on the company, or the liquidators, or
anyone to whom the custody of such books,
accounts and documents have been committed,
by reason that the same, or any of them, cannot
be made available to any party claiming to be
interested therein.

253. Where an order has been made for winding up a
company by the court, or subject to the supervision of the
court, the court may make such order for the inspection by
the creditors and contributories of the company of its books
and papers as the court thinks just, and any books and
papers in the possession of the company may be inspected
by creditors or contributories, in conformity with the order
of the court.

254. Any person to whom any thing in action
belonging to the company is assigned, in pursuance of this
Act, may bring or defend any action or suit relating to such
thing in action in his own name.

255. In the event of any company being wound up
under this Act, all debts payable on a contingency, and all
claims against the company, present or future, certain or
contingent, ascertained or sounding only in damages, shall
be admissible as proof against the company, a just estimate


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.

CH.308 – 116] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

being made, so far as is possible, of the value of all such
debts or claims as may be subject to any contingency or
sound only in damages, or for some other reason do not
bear a certain value.

256. In the winding up of an insolvent company the
same rules shall prevail and be observed with regard to the
respective rights of secured and unsecured creditors and to
debts provable and to the valuation of annuities and future
and contingent liabilities as are in force for the time being
under the law of bankruptcy with respect to the estates of
persons adjudged bankrupt, and all persons who in any
case would be entitled to prove for and receive dividends
out of the assets of the company may come in under the
winding up and make such claims against the company as
they are entitled to by virtue of this section.

257. (1) Notwithstanding anything contained in this
Act, in a winding up there shall be paid in priority to all
other debts —

(a) all rates, taxes, assessments or impositions
imposed or made under the provisions of any
Act, and having become due and payable within
twelve months next before the relevant date;

(b) all wages or salary of any clerk or servant in
respect of services rendered to the company
during four months before the relevant date;

(c) all wages of any workman or labourer in respect
of services rendered to the company during two
months before the relevant date;

(d) unless the company is being wound up volunta-
rily merely for the purpose of reconstruction or
of amalgamation with another company or
unless the company has at the commencement of
the winding up under a contract with insurers
with rights capable of being transferred to and
vested in the workmen, all amounts due in
respect of personal injury to workmen accrued
before the relevant date.

(2) The debts referred to in subsection (1) —
(a) rank equally among themselves and shall be

paid in full, unless the assets are insufficient to
meet them, in which case they shall abate in
equal proportions; and

Rules to be
observed.
2 of 1999, s. 3.

Preferential
payments.

COMPANIES [CH.308 – 117



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(b) so far as the assets of the company available for
payment of general creditors are insufficient to
meet them, have priority over the claims of
holders of debentures under any floating charge
created by the company, and be paid accordingly
out of any property comprised in or subject to
that charge.

(3) Subject to the retention of such sums as may be
necessary for the costs and expenses of the winding up, the
debts referred to in subsection (1) shall be discharged so
far as the assets are sufficient to meet them.

(4) Where any payment on account of wages or
salary has been made to any clerk, servant, workman or
labourer in the employment of a company out of money
advanced by some person for that purpose, that person
shall in a winding up have a right of priority in respect of
the money so advanced and paid up to the amount by
which the sum in respect of which that clerk, servant,
workman or labourer would have been entitled to priority
in the winding up has been diminished by reason of the
payment having been made.

(5) In the event of a landlord or other person
distraining or having distrained on any goods or effects of
the company within three months next before the date of a
winding order, the debts to which priority is given by this
section shall be a first charge on the goods or effects so
distrained on or the proceeds of the sale thereof; but in
respect of any money paid under any such charge, the
landlord or other person shall have the same rights of
priority as the person to whom the payment is made.

(6) In any case in which it appears that there are
numerous claims for wages by workmen and others
employed by the company, it shall be sufficient if one
proof for all such claims is made by some person on behalf
of all such creditors; and such proof shall have annexed
thereto as forming part thereof, a schedule specifying the
names of the workmen and others, and the amounts
severally due to them.

(7) Any proof made in compliance with subsection
(6) has the same effect as if separate proofs had been made
by each workman and others.

CH.308 – 118] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(8) In this section the expression “relevant date”
means —

(a) in the case of a company ordered to be wound
up compulsorily which had not previously
commenced to be wound up voluntarily, the date
of the winding up order; and

(b) in any other case, the date of the commencement
of the winding up.

258. (1) The liquidators may, with the approval of the
court, where the company is being wound up by the court
or subject to the supervision of the court, and by resolution
of the company where the company is being wound up
voluntarily, pay any classes of creditors in full, or make
such compromise or other arrangement as the liquidators
may deem expedient with creditors or persons claiming to
be creditors, or persons having or alleging themselves to
have any claim, present or future, certain or contingent,
ascertained or sounding only in damages against the
company, or whereby the company may be rendered liable.

(2) Where a company is being wound up in
circumstances contemplated by subsection (1) the liquida-
tors may, with the approval of the court, compromise —

(a) all calls and liabilities to calls, debts, and
liabilities capable of resulting in debts;

(b) all claims, whether present or future, certain or
contingent, ascertained or sounding only in
damages, subsisting or supposed to subsist
between the company and any contributory or
alleged contributory, or other debtor or person
apprehending liability to the company; and

(c) all questions in any way relating to or affecting
the assets of the company or the winding up of
the company, upon the receipt of such sums,
payable at such times, and upon such terms as
may be agreed upon, with power for the
liquidators to take any security for the discharge
of such debts or liabilities, and to give complete
discharges in respect of all or any such calls,
debts or liabilities.

259. (1) Subject to subsection (2), where any company
is proposed to be or is in the course of being wound up
voluntarily, and the whole or a portion of its business or


Liquidation
scheme may be
approved.

Acceptance of
shares, etc., as
consideration for
sale of property
of company.

COMPANIES [CH.308 – 119



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

property is proposed to be transferred or sold to another
company, the liquidators of the first company may, with
the approval of a resolution of the company by whom they
were appointed, conferring either a general authority on the
liquidators, or an authority in respect of any particular
arrangement —

(a) receive in compensation or part compensation
for such transfer or sale shares, policies or other
like interests in such other company, for the
purpose of distribution amongst members of the
company being wound up; or

(b) enter into any other arrangement whereby the
members of the company being wound up may,
in lieu of receiving cash, receive shares, policies,
or other like interests, or in addition thereto,
participate in the profits of or receive any other
benefit from the purchasing company,

and any sale made or arrangement entered into by the
liquidators pursuant to this section shall be binding on the
members of the company being wound up.

(2) If any member of a company being wound up
who has not voted in favour of the resolution passed by the
company of which he is a member at the meeting held for
passing the resolution expresses his dissent from any such
resolution in writing addressed to the liquidators or one of
them, and left at the registered office of the company not
later than seven days after the date of the meeting at which
such resolution was passed, such dissentient member may
require the liquidators to do one of the following —

(a) abstain from carrying such resolution into effect;
or

(b) purchase the interest held by such dissentient
member at a price to be determined.

(3) For the purpose of subsection (2)(b), the
purchase money shall be paid before the company is
dissolved, and shall be raised by the liquidators in such
manner as may be determined by resolution of members.

(4) No resolution shall be deemed invalid for the
purposes of this section by reason that it is passed
antecedently to or concurrently with any resolution for
winding up the company, or for appointing liquidators; but
if an order be made within a year for winding up the
company by or subject to the supervision of the court, such
resolution shall not be of any validity unless it is approved
by the court.

CH.308 – 120] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

260. The price to be paid or the purchase of the
interest of any dissentient member may be determined by
agreement, but if the parties dispute about the same, such
dispute shall be settled by arbitration, and for the purposes
of such arbitration the provisions of the Arbitration Act
shall be incorporated within this Act.

261. Where any company is being wound up by the
court or subject to the supervision of the court, any
attachment, distress, or execution put in force against the
estate or effects of the company after the commencement
of the winding up is void.

262. (1) Any conveyance, mortgage, delivery of
goods, payment, execution or other act relating to property
as would, if made or done by or against any individual
trader, be deemed in the event of his bankruptcy to have
been made or done by way of undue or fraudulent
preference of the creditors of such traders, shall, if made or
done by or against any company, be deemed, in the event
of such company being wound up under this Act, to have
been made or done by way of undue or fraudulent
preference of the creditors of such company, and is invalid
accordingly.

(2) For the purposes of this section —
(a) the presentation of a petition for winding up a

company in the case of a company being wound
up by the court or subject to the supervision of
the court;

(b) a resolution for winding up the company, in the
case of a voluntary winding up,

shall be deemed to correspond with the act of bankruptcy
in the case of an individual trader; and any conveyance or
assignment made by any company formed under this Act
of all or any part of its estate and effects to trustees for the
benefit of all or any part of its creditors is void.

263. Where, in the course of the winding up of any
company under this Act, it appears that any past or present
director, manager, official or other liquidator, or any
officer of such company —

(a) has misapplied or retained in his own hands or
become liable or accountable for any monies of
the company; or

Ch. 180.

Mode of
determining
price.

Certain
attachments and
executions to be
void.

Fraudulent
preference.

Assessment of
damages against
delinquent
directors and
officers.

COMPANIES [CH.308 – 121



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(b) is guilty of any misfeasance or breach of trust in
relation to the company,

the court may, on the application of any liquidator, or of
any creditor or contributory of the company, notwith-
standing that the offence is one for which the offender is
criminally responsible, examine the conduct of such
director, manager, or other officer and may compel him to
repay any monies so misapplied or retained, or for which
he has become liable or accountable together with interest
at such rate as the court thinks just, or to contribute such
sums of money to the assets of the company by way of
compensation in respect of such misapplication, retainer,
misfeasance or breach of trust as the court thinks just.

264. Where any order is made for winding up a
company by the court or subject to the supervision of the
court and it appears in the course of such winding-up that
any past or present director, manager, officer or member of
such company has been guilty of any offence in relation to
the company for which he is criminally responsible the
court may, on the application of any person interested in
such winding up, or of its own motion direct the official
liquidators to refer the matter to the Attorney-General who
may institute and conduct a prosecution or prosecutions of
such offence.

265. Where a company is being wound up voluntarily
and it appears to the liquidators conducting such winding
up that any past or present director, manager, officer or
member of such company has been guilty of any offence in
relation to the company for which he is criminally
responsible, the liquidators may, refer the matter to the
Attorney-General who may institute and conduct a
prosecution or prosecutions of such offence.

PART VIII
ADMINISTRATIVE MATTERS

266. (1) The Registrar has, subject to the general
supervision of the Minister, the responsibility for the
administration of this Act.

(2) The responsibility of the Registrar shall include —
(a) the preparation of the approved forms; and

Prosecution of
delinquent
directors in
winding-up by
court.

Prosecution of
delinquent
directors in
voluntary
winding up.

Responsibility of
Registrar.

CH.308 – 122] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) the creation and maintenance of the various
registers, that are required for the purposes of
this Act.

267. The Registrar may apply to the court for
directions in respect of any matter concerning his duties
under this Act.

268. The Minister may approve a seal for use by the
Registrar in the performance of his duties.

269. (1) Subject to subsection (2), the Registrar may
delegate to any public officer within his Department any of
his functions under this Act.

(2) The power to delegate under subsection (1) shall
not include the power of the Registrar to investigate any
company incorporated or registered under this Act.

(3) Any delegation by the Registrar under
subsection (1) shall not prevent such functions being
exercised by the Registrar and the public officer to whom
the delegation was made.

270. (1) If the Registrar has reasonable cause to
suspect that the affairs of a company are being conducted
in a fraudulent manner he may, after consultation with the
Minister, make a preliminary investigation into the
company and submit his findings to the court with a view
to the company being wound up.

(2) Upon receipt of the Registrar’s findings, the
court may proceed to deal with the company in accordance
with Part VII.

(3) In the exercise of his power under subsection
(1), the Registrar may, in writing, request any document
from a company under investigation or from an affiliated
company, and the company shall give effect to any such
request.

271. (1) The Registrar may remove from the register
of companies —

(a) a company that fails to submit any return, notice,
document or prescribed fee to the Registrar as
required by this Act;

(b) a company that is dissolved;

Application for
directions.

Registrar’s seal.

Delegation.

Power to
investigate.

Removal of
companies from
Register.

COMPANIES [CH.308 – 123



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(c) a company that has amalgamated or merged
with one or more companies;

(d) a company that refuses to comply with any
request or direction given by the Registrar
pursuant to this Act;

(e) a company whose registration is revoked or
cancelled in accordance with this Act;

(f) a company that has ceased to carry on business.
(2) Where the Registrar is of the opinion that a

company is in default with respect to any requirement as to
a return, notice, document or prescribed fee, he shall send a
notice to that company advising it as to the default and
stating that, unless the default is remedied within twenty-
one days after the receipt of the notice, the company shall
be removed from the register of companies.

(3) After the expiration of the time specified in the
notice, the Registrar may remove the company from the
register and publish a notice of that fact in the Gazette.

(4) Where a company is removed from the register
of companies, the Registrar may, upon receipt of an
application, before the expiration of twenty years from the
publication in the Gazette of the notice aforesaid, in the
approved form and upon payment of the prescribed fee,
restore the company to the register and issue a certificate in
the approved form.

272. Where a company is removed from the register
of companies pursuant to section 271, the liability of the
company and of every director, officer or member of the
company shall continue and may be enforced as if the
company had not been removed from the register.

273. Where a company is removed from the register
of companies pursuant to section 271 the company shall
thereupon be dissolved and any property vested in or
belonging to any such company shall thereupon vest in the
Treasurer for the benefit of The Bahamas and shall not be
disposed of without the prior approval of both Houses of
Parliament signified by resolution thereof.

274. (1) Notwithstanding anything to the contrary in
this or any other Act, the Minister of Finance may in his
discretion on application made to him by or on behalf of
any company which has been restored to the register or by


Continuation of
liability.

Property to be
vested in
Treasurer.

24 of 1993, s. 2.

Re-vesting of
company’s
property.
2 of 1998, s. 2.

CH.308 – 124] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

or on behalf of any person interested in the property of a
company which has been removed from the register, direct
the Treasurer, subject to such terms and conditions as the
Minister of Finance sees fit, that any property of the
company which had vested in the Treasurer and which has
not been disposed of be re-vested in such company or in
such interested person.

(2) In the case of a company, such restoration and
re-vesting of property shall be as if the company had never
been removed from the register.

(3) The provisions of this section shall apply to
property which had vested in the Treasurer at the time of
the coming into force of this section as well as to property
vesting in the Treasurer after the coming into force of this
section.

275. The Registrar and any public officer authorized
by him to perform any function under this Act shall not be
liable for any act or omission performed in good faith
under this Act.

276. Any return, notice, list of other document or
information that is required by this Act to be submitted or
supplied to the Registrar shall be authenticated by the
signature of the secretary or manager or one of the
directors of the company and shall bear the seal of the
company.

277. (1) The Registrar shall, upon request by any
person, issue a certificate of good standing under his hand
and seal certifying that a company incorporated or
registered under this Act is of good standing if the
Registrar is satisfied that —

(a) the name of the company is on the Register;
(b) the company has paid all fees and penalties due

and payable; and
(c) the company has filed with the Registrar all

documents required to be filed under this Act,
unless there are good reasons for not doing so.

(2) The certificate of good standing issued under
subsection (1) shall contain a statement as to whether —

(a) the company has submitted to the Registrar
articles of merger or consolidation that have not
yet become effective;

Indemnity.

Returns to
Registrar.

Certificate of
good standing.

28 of 1994, s. 28.

COMPANIES [CH.308 – 125



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(b) the company has submitted to the Registrar
articles of any arrangement that have not yet
become effective;

(c) the company is in the process of being wound
up; or

(d) any notice has been served on the company by
the Registrar to remove the company from the
register of companies.

PART IX
CIVIL REMEDIES, CIVIL PENALTIES AND

OFFENCES
Civil Remedies

278. In this Part —
“action” means an action under this Act;
“complainant” means —

(a) a shareholder or debenture holder or a
former holder of a share or debenture of a
company;

(b) a director or an officer of former director
or officer of a company or its affiliates;

(c) any other person, who in the opinion of the
court is a proper person to institute an
action under this Part.

279. (1) Subject to subsection (2), a complainant may
for the purpose of prosecuting, defending or discontinuing
an action on behalf of a company apply to the court for
leave to bring an action in the name and on behalf of the
company or any of its subsidiaries or intervene in any
action to which any such company or any of its
subsidiaries is a party.

(2) No action may be brought, and no intervention
in an action may be made, under subsection (1) unless the
court is satisfied that —

(a) the complainant has given reasonable notice to
the directors of the company or its subsidiary of
his intention to apply to the court under
subsection (1) if the directors of the company or
its subsidiary do not bring, diligently prosecute
or defend, or discontinue, the action;

Definitions.

Derivative
action.

CH.308 – 126] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(b) the complainant is acting in good faith; and
(c) it appears to be in the interests of the company

or its subsidiary that the action should be
brought, prosecuted, defended or discontinued.

(3) In respect of an action under subsection (1), the
court may at any time make any order it deems fit having
regard to all the circumstances, including —

(a) an order authorizing the complainant or any
other person to control the conduct of the action;

(b) an order giving directions for the conduct of the
action;

(c) an order directing that any amount adjudged
payable by a defendant in the action be paid in
whole or in part, directly to former and present
shareholders or debenture holders of the
company or its subsidiary, instead of to the
company or its subsidiary; or

(d) an order requiring the company or its subsidiary
to pay reasonable legal fees incurred by the
complainant in connection with the action.

280. (1) A complainant may apply to the court for
any order against a company or a director or officer of that
company to restrain oppressive action.

(2) If upon an application under subsection (1), the
court is satisfied that in respect of a company or any of its
affiliates —

(a) any act or omission of the company or any of its
affiliates effects a result;

(b) the business or affairs of the company or any of
its affiliates are or have been carried on or
conducted in a manner; or

(c) the powers of the directors of the company or
any of its affiliates are or have been exercised in
a manner,

that is oppressive or unfairly oppressive to, or that unfairly
disregards the interest of any shareholder or debenture
holder, creditor, director or officer of the company, the
court may make an order to rectify the matter complained
of.

(3) In connection with an application under this
section, the court may make any interim or final order it
thinks fit, including —

Restraining
oppressive
action.

COMPANIES [CH.308 – 127



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(a) an order restraining the conduct complained of;
(b) an order appointing a receiver or a receiver-

manager;
(c) an order to regulate a company’s affairs

amending its articles or creating or amending a
unanimous shareholder agreement;

(d) an order directing an issue or exchange of shares
or debentures;

(e) an order appointing directors in place of, or in
addition to, all or any of the directors then in
office;

(f) an order directing a company, subject to
subsection (4), or any other person, to purchase
shares or debentures of a holder thereof;

(g) an order directing a company, subject to
subsection (4), or any other person, to pay a
shareholder or debenture holder any part of the
monies paid by him for his shares or debentures;

(h) an order varying or setting aside a transaction or
contract to which a company is a party, and
compensating the company or any other party to
the transaction or contract;

(i) an order requiring a company, within the time
specified by the court, to produce to the court or
an interested person financial statements in the
form required by section 118 or in such other
form as the court determines;

(j) an order compensating an aggrieved person;
(k) an order directing rectification of the registers or

other records of the company;
(l) an order liquidating and dissolving the company;
(m) an order directing the Registrar to make a

preliminary investigation into a company; or
(n) an order requiring the trail of any issue.
(4) A company may not make a payment to a

shareholder under subsection (3)(f) or (g) if there are
reasonable grounds for believing that —

(a) the company is unable or would be unable to
pay its liabilities as they become due; or

(b) the realisable value of the company’s assets
would thereby be less than the aggregate of its
liabilities.

CH.308 – 128] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(5) Nothing in this section affects an application, by
petition, for the winding up of a company under
Part VII.

281. (1) An action brought or intervened in under this
Part may not be stayed or dismissed by reason only that it
is shown that the alleged breach of duty owed to the
company or its subsidiary has been or might be approved
by the shareholders of the company or its subsidiary but
evidence of approval by the shareholders may be taken into
account by the court in making an order under section 279
or 280.

(2) An action brought or intervened in under this
Part may not be stayed, discontinued, settled or dismissed
for want of protection without the approval of the court
given upon such terms as the court thinks fit; and if the
court determines that the interests of the complainant could
be substantially affected by the stay, discontinuance,
settlement or dismissal, the court may order any party to
the action to give notice to the complainants.

282. In an action brought or intervened in under
section 279 or 280 the court may at any time order the
company or its subsidiary to pay to the complainant interim
costs, including legal fees and disbursements; but the
complainant may be held accountable for those interim
costs upon the final disposition of the action.

283. If a company or any director, officer, employee,
agent, auditor, trustee, receiver, receiver-manager or
liquidator of a company does not comply with this Act, the
articles or any unanimous shareholder agreement of the
company, a complainant or creditor may, without prejudice
to any other remedy under this Act, apply to the court for
an order directing any such person to comply with,
restraining any other person from acting in breach of, any
provision of this Act, the articles or unanimous shareholder
agreement, as the case may be.

284. (1) A person aggrieved by a decision of the
Registrar —

(a) to refuse to file in the form submitted to him any
articles or any other document that is required to
be filed under this Act;

(b) to register, change, reserve or revoke a name of
a company;

Limitation of
staying of action.

Interim costs.

Restraining
order.

Appeal from
Registrar’s
decisions.

COMPANIES [CH.308 – 129



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(c) to grant any exemption that is authorized to
grant under this Act; or

(d) to refuse to do anything that he is required to do
in order to give effect to this Act,

may apply to the court for relief, and the court may, subject
to subsection (2), grant such relief as it considers
appropriate having regard to all the circumstances.

(2) The court may refuse relief under this section if
it is of the opinion that the application is frivolous and
vexatious.

285. Where a limited liability company is plaintiff in
any action, suit or other legal proceedings, a judge having
jurisdiction in the matter may, if it appears by any credible
testimony that there is reason to believe that if the
defendant is successful in his defence the assets of the
company may be insufficient to pay his costs, require
sufficient security to be given for such costs, and may stay
all proceedings until such security is given.

Civil Penalties
286. (1) A company or an officer thereof that —
(a) wilfully contravenes sections 12, 13, 18, 20, 21,

40(7), 42(1), 44(2), 47(2), 55, 56, 58, 60, 61,
107, 118, 123(2), 135(2), 136(1), 139, 147,
150(1), 150(2) or 157(3);

(b) knowingly refuses or neglects to do anything
that is required to be done by a company under
this Act; or

(c) fails to pay any fee that is due and payable under
this Act,

shall be liable to a civil penalty of twenty dollars for each
day or part thereof during which the contravention, refusal
or neglect continues.

(2) A director or officer of a company who
knowingly permits the contravention, refusal or neglect
shall be liable to a civil penalty of twenty dollars for each
day or part thereof during which the contravention, refusal
or neglect continues.

287. All penalties under this Act may be recovered in
a court of summary jurisdiction and all such penalties when
recovered shall be paid into the Consolidated Fund.

Security for
costs.

Civil penalties

Recovery of civil
penalties.

CH.308 – 130] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

Offences
288. (1) When an offence is committed under this Act

by a company, whether it is incorporated or registered
under this Act, and a director or officer of the company
knowingly authorized, permitted or acquiesced in the
commission of the offence, the director or officer is also
guilty of that offence and shall be liable to the same
criminal penalty specified for that offence.

(2) Every offence under this Act and every default,
refusal or contravention for which a penalty is provided by
this Act, being an offence, default, refusal or contravention
for which no other mode of proceedings is provided shall
be enforced by summary proceedings.

289. A person who contravenes any requirement of
this Act regarding the name of a company is guilty of an
offence and shall be liable on summary conviction to a fine
of five hundred dollars.

290. A person who establishes, carries on or is a
member of, an association that is prohibited by this or any
other Act is guilty of an offence and shall be liable on
summary conviction to a fine of five hundred dollars.

291. If any officer of a company —
(a) wilfully conceals the name of any creditor

entitled to object to a reduction of capital;
(b) wilfully misrepresents the nature or amount of

the debt or claim of any creditor; or
(c) aids, abets or is privy to any such concealment

or misrepresentation,
he is guilty of an offence and shall be liable on conviction
on information to fine of fifty thousand dollars or to
imprisonment for two years.

292. A person who knowingly and wilfully makes a
return for the purpose of section 59 which is false in any
material particular is guilty of an offence and shall be
liable on summary conviction to a fine of ten thousand
dollars or to imprisonment for two years.

293. (1) A person who makes or assists in making a
report, return, notice or other document for submission to
the Registrar that —

Criminal liability
and proceedings.

Name offence.

Establishing
prohibited
association.

Offence
regarding
reduction of
capital.

False return
regarding
beneficial
ownership of
shares.

False reports and
false statements.

COMPANIES [CH.308 – 131



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(a) contains any untrue statement of a material fact;
or

(b) omits to state a material fact required in such
report, return, notice or other document,

is guilty of an offence and shall be liable on summary
conviction to a fine of ten thousand dollars or to
imprisonment for two years.

(2) A person is not guilty of an offence under
subsection (1) if the making of the untrue statement or the
omission of the material fact was unknown to him and with
the exercise of reasonable diligence could not have been
known to him.

294. Where any copy of a balance sheet which has
not been signed as required by section 129(2) is issued,
circulated or published or any copy of a balance sheet is
issued, circulated or published without either having a copy
of the auditor’s report attached thereto or does not contain
a reference to that report as is required by this section, the
company and every director, manager, secretary or other
officer of the company who is knowingly a party to the
default, shall on summary conviction, be liable to a fine of
five hundred dollars.

295. Any director, officer or contributory of a
company wound up under this Act who —

(a) destroys, mutilates, alters or falsifies any books,
papers, writings or securities; or

(b) makes or is privy to the making of any false or
fraudulent entry in any register, book of account
or other document belonging to the company,

with intent to defraud or deceive any person is guilty of an
offence and shall be liable on conviction on information to
imprisonment for two years.

296. (1) In the course of the winding up of a company
under this Act any person, being a past or present officer,
director, manager, official or other liquidator of such
company commits an offence if —

(a) he does not to the best of his knowledge and
belief fully and truly discover to the liquidator
all the company’s property, and how and to
whom and for what consideration and when the
company disposed of any part of that property,


Unsigned
balance sheet.

Falsification of
company books,
etc.

Offences in the
course of winding
up.

CH.308 – 132] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

except such part as has been disposed of in the
ordinary way of the company business;

(b) he does not deliver up to the liquidator, or as he
directs, all such part of the company’s property
as is in his custody or under his control, and
which he is required by law to deliver up;

(c) he does not deliver up to the liquidator, or as he
directs, all books and papers in his custody or
under his control belonging to the company and
which he is required by law to deliver up;

(d) he knows or has reason to believe that a false
debt has been proved by any person in the
winding up, and fails to inform the liquidator
within a reasonable time thereafter; or

(e) after the commencement of the winding up, he
prevents the production of any book or paper
affecting or relating to the company’s property
or affairs.

(2) A person, being a past or present officer,
director, manager, official or other liquidator of a company
commits an offence if —

(a) in the course of winding up of that company he
attempts to account for any part of the
company’s property by fictitious losses or
expenses; and

(b) is deemed to have committed an offence if
within twelve months immediately preceding the
commencement of the winding up he attempted
to account for any part of the company’s
property by fictitious losses or expenses.

(3) A person who is guilty of an offence under this
section shall be liable on conviction on information to a
fine of fifty thousand dollars or to imprisonment for two
years or to both such fine and imprisonment.

(4) It shall be a defence —
(a) for a person charged under paragraph (a), (b) or

(c) of subsection (1) to prove that he had no
intent to defraud; and

(b) for a person charged under paragraph (e) of
subsection (1) to prove that he had no intent to
conceal the state of affairs of the company or to
defeat the law.

COMPANIES [CH.308 – 133



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

297. A person who without reasonable cause contra-
venes and section of this Act for which no other penalty is
provided is guilty of an offence and shall be liable on
summary conviction to a fine of ten thousand dollars or to
imprisonment for two years.

298. Where a person —
(a) upon an examination, oath or affirmation

authorized under this Act;
(b) in any affidavit, deposition or solemn affirma-

tion in or about the winding up of any company
under this Act; or

(c) otherwise in or about any matter arising under
this Act,

wilfully and corruptly gives false evidence, he is guilty of
an offence and shall be liable on conviction to the penalties
for wilful perjury.

PART X
MISCELLANEOUS

299. The Minister may, by order, exempt a non-profit
company or a foreign company from any requirement of
this Act, if he is satisfied that such exemption would not
materially affect the objectives of the Act.

300. (1) Subject to this section, there shall be paid
to the Registrar in respect of the several matters
mentioned in the Third Schedule the several fees
specified therein.

(2) All fees paid under this section shall be placed
into the Consolidated Fund.

(3) For the purpose of assessing the fees payable
under this section by a company, no share shall be deemed
to be beneficially owned by a Bahamian if —

(a) that Bahamian is in any way under an obligation
to or otherwise may exercise any right attaching
to that share at the instance of, any person who
is not a Bahamian; or

(b) that share is held jointly or severally with any
person who is not a Bahamian.

Miscellaneous
offences.

Penalty of
perjury.

Exemptions.

Fees.

Third Schedule.

CH.308 – 134] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(4) Notwithstanding subsection (3), a share shall be
deemed to be beneficially owned by a Bahamian if —

(a) it is owned by a Bahamian as trustee and every
person having a beneficial interest in the trust is
a Bahamian;

(b) it is owned by a Bahamian as nominee for
another who is a Bahamian and no one is in any
way under any obligation to or otherwise may
exercise any right attaching to the share at the
instance of, or for the benefit of, any person who
is not a Bahamian.

(5) In respect of the payment of fees —
(a) not more than thirty days’ grace, to be calculated

from the 1st of January in each year, may be
allowed by the Registrar for payment of the fee
payable in any year under this Act; and

(b) no fee is payable in any year —
(i) where the memorandum was filed in

respect of a company on or after 1st July
in the preceding year, or

(ii) in respect of a non-profit company that is
granted a licence by the Minister under
section 14 of this Act.

301. (1) The Minister may, by order, amend the Third
Schedule for the purpose of increasing or decreasing the fees
specified therein and any such order which increases the
fees shall be exempt from the provisions of section 31 of
the Interpretation and General Clauses Act but shall be
subject to affirmative resolution of the House of Assembly.

(2) In subsection (1) “affirmative resolution of the
House of Assembly” in relation to subsidiary legislation,
means that such legislation does not come into operation
unless and until affirmed by a resolution of that House.

302. The Minister may make rules and regulations
generally in order to give effect to this Act.

303. (1) The Acts specified in the Fourth Schedule
are hereby repealed.

(2) Any subordinate legislation made under any of
the Acts specified in the Fourth Schedule shall continue in
force, mutatis mutandis, until such time as subordinate
legislation for similar purposes is made under this Act.

Amendment of
Third Schedule.

Ch. 2.

Rules and
regulations.

Repeals and
savings.
Fourth Schedule.

COMPANIES [CH.308 – 135



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(3) Nothing in this section shall affect —
(a) the continuation of any civil or criminal

proceedings commenced under any of the Acts
specified in the Fourth Schedule; and

(b) any liability to pay any fees or penalties under
any of the Acts specified in the Fourth Schedule.

304. (1) Subject to subjection (2), all companies
existing prior to the commencement of this Act shall not be
affected by anything contained in section 303, and shall
continue to exist as private companies as if incorporated or
registered, as the case may be, under this Act but shall be
liable to pay the fees specified in the Third Schedule.

(2) Where a company existing prior to the
commencement of this Act wishes to continue as a public
company, it may do so but shall satisfy the requirements of
this Act regarding public companies within such time as the
Minister determines.

(3) Where a company is unable to comply with the
requirements of this Act within the time determined by this
Act, it may apply for an extension to the Minister, who
may grant such extension.

(4) References to “special resolution” in the articles
of companies existing prior to the commencement of this
Act shall be construed as references to “resolution of
members” within the meaning of this Act.

FIRST SCHEDULE (Section 10(2))

ARTICLES OF ASSOCIATION OF A COMPANY LIMITED
BY SHARES

Preliminary

1. For the purposes of these regulations, expressions defined in
the Companies Act at the date at which these regulations become
binding on the company, shall have the meanings so defined; and
words importing the singular shall include the plural and vice versa,
and words importing the masculine gender shall include females, and
words importing persons, shall include bodies corporate.

Existing
companies.

28 of 1994, s. 29.

CH.308 – 136] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

Business

2. The directors shall have regard to the restrictions on the
commencement of business imposed by section 42 of the Companies
Act if and so far as, those restrictions are relevant to the company.

Shares

3. Subject to the provisions, if any, in that behalf of the
memorandum of the company and without prejudice to any special
rights previously conferred on the holders of existing shares in the
company, any share in the company may be issued with such preferred,
deferred or other special rights or such restrictions, whether in regard
to dividend, voting, return of share capital or otherwise as the company
may from time to time by resolution determine.

4. Where at any time the share capital is divided into different
classes of shares, the rights attached to any class (unless otherwise
provided by the terms of issue of the shares of that class) may be
varied by a resolution of directors.

5. No share shall be offered to the public for subscription except
upon the terms that the amount payable on application shall be at least
five per cent of the nominal amount of the share, and the directors
shall, as regards and allotment of shares, duly comply with such of the
provisions of sections 40 and 42 of the Companies Act as may be
applicable thereto.

6. Every person whose name is entered as a member in the
register of members shall, without payment, be entitled to a certificate
under the common seal of the company specifying the share or shares
held by him and the amount paid up thereon, provided that in respect
of a share or shares held jointly by several persons the company shall
not be bound to issue more than one certificate, and delivery of a
certificate for a share to one of several joint holders shall be sufficient
delivery to all.

7. A share certificate defaced, lost or destroyed may be renewed
on payment of such fee, if any, as may be prescribed, and on such
terms, if any, as to evidence and indemnity as the directors think fit.

8. No part of the funds of the company shall be employed in the
purchased of, or in loans upon the security of, the company’s shares.

Lien

9. The company shall have a lien on every share (not being a
fully paid-up share) for all moneys (whether presently payable or
not) called or payable at a fixed time in respect of that share, and
the company shall also have a lien on all shares (other than fully


COMPANIES [CH.308 – 137



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

paid-up shares) standing registered in the name of a single person, for
all moneys presently payable by him or his estate to the company, but
the directors may at any time declare any share to be wholly or in part
exempt from the provisions of this clause. The company’s lien, if any,
on a share shall extend to all dividends payable thereon.

10. The company may sell, in such manner as the directors
think fit, any shares on which the company has a lien, but no sale shall
be made unless some sum in respect of which the lien exists is
presently payable, nor until the expiration of fourteen days after a
notice in writing, stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has
been given to the registered holder for the time being of the share or
the person entitled by reason of his death or bankruptcy to the share.

11. The proceeds of the sale shall be applied in payment of
such part of the amount in respect of which the lien exists as is
presently payable, and the residue shall (subject to a like lien for sums
not presently payable as existed upon the shares prior to the sale) be
paid to the person entitled to the shares at the date of the sale. The
purchaser shall be registered as the holder of the shares and he shall not
be bound to see to the application of the purchase money, nor shall his
title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.

12. The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.

13. Where a sum called in respect of a share is not paid before
or on the day appointed for payment thereof, the person from whom
the sum is due shall pay interest upon the sum at the current prime rate
of interest from the day appointed for the payment thereof to the time
of the actual payment, but the directors may waive payment of that
interest wholly or in part.

14. The provisions of these regulations as to payment of
interest shall apply in the case of non-payment of any sum which, by
the terms of issue of a share, becomes payable at a fixed time, whether
on account of the amount of the share or by way of premium, as if the
same had become payable by virtue of a call duly made and notified.

15. The directors may make arrangements on the issue of
shares for a difference between the holders in the amount of calls to be
paid and in the times of payment.

16. The directors may, if they think fit, receive from any
member willing to advance the same, all or any part of the moneys
uncalled and unpaid upon any shares held by him; and upon all or any
of the moneys so advanced may (until the same would but for such
advance become presently payable) pay interest at such rate (not
exceeding, without the sanction of the company in general meeting, six
per cent) as may be agreed upon between the member paying the sum
in advance and the directors.

CH.308 – 138] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

Transfer and Transmission of Shares
17. The instrument of transfer of any share in the company

shall be executed both by the transferor and transferee, and the
transferor shall be deemed to remain a holder of the share until the
name of the transferee is entered in the register of members in respect
thereof.

18. Shares in the company shall be transferred in the
following form, or in any usual of common form which the directors
shall approve:

I, A.B. .......................... of .............. in consideration of the sum
of $ ..... paid to me by C.D. .............. of .................... (hereinafter
called “the said transferee”) do hereby transfer to the said
transferee, the share (or shares) numbered ..................... in the
undertaking called the Company Limited to hold unto the said
transferee, his executors, administrators and assigns subject to
the several conditions on which I held the same at the time of the
execution thereof; and I, the said transferee, do hereby agree to
take the said share (or shares) subject to the conditions aforesaid.

As witness our hands the .............. day of .......................................
Witness to the signatures of, etc.

19. The directors may decline to register any transfer of
shares, not being fully paid-up shares, to a person of whom they do not
approve and may also decline to register any transfer of shares on
which the company has a lien. The directors may also suspend the
registration of transfers during the fourteen days immediately
preceding the ordinary general meeting in each year. The directors may
decline to recognise any instrument of transfer unless —
(a) any prescribed fee is paid to the company in respect thereof; and
(b) the instrument of transfer is accompanied by the certificate of the

shares to which it relates, and such other evidence as the directors
may reasonably require to show the right of the transferor to
make the transfer.
20. The executors or administrators of a deceased sole holder

of a share shall be the only persons recognised by the company as
having any title to the share. In the case of a share registered in the
names of two or more holders, the survivors or the executors or
administrators of the deceased survivor shall be the only persons
recognised by the company as having any title to the share.

21. Any person becoming entitled to a share in consequence
of the death or bankruptcy of a member shall, upon such evidence
being produced as may from time to time be required by the
directors, having the right, either to be registered as a member in
respect of the share or, instead of being registered himself, to make
such transfer of the share as the deceased or bankrupt person could


COMPANIES [CH.308 – 139



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

have made; but the directors shall, in either case, have the same right to
decline or suspend registration as they would have had in the case of a
transfer of the share by the deceased or bankrupt person before the
death or bankruptcy.

22. A person becoming entitled to a share by reason of the
death or bankruptcy of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he
were the registered holder of the share, except that he shall not before
registered as a member in respect of the share, be entitled in respect of
it to exercise any right conferred by membership in relation to
meetings of the company.

Forfeiture of Shares
23. Where a member fails to pay any call or instalment of a

call on the day appointed for payment thereof, the directors may, at any
time thereafter during such time as any part of such call or instalment
remains unpaid serve a notice on him requiring payment of so much of
the call or instalment as is unpaid together with any interest which may
have accrued.

24. The notice shall name a further day not earlier than the
expiration of fourteen days from the date of the notice on or before
which the payment required by the notice is to be made and shall state
that in the event of non-payment at or before the time appointed the
shares in respect of which the call was made will be liable to be
forfeited.

25. Where the requirements of any such notice are not
complied with, any share in respect of which the notice has been given
may at any time thereafter, before the payment required by the notice
has been made, be forfeited by a resolution of the directors to that
effect.

26. A forfeited share may be sold or otherwise disposed of on
any such terms and in such manner as the directors thinks fit, and at
any time before a sale or disposition the forfeiture may be cancelled on
such terms as the directors think fit.

27. A person whose shares have been forfeited shall cease to
be a member in respect of the forfeited shares but shall, notwithstand-
ing, remain liable to pay to the company all moneys which, at the date
of forfeiture were presently payable by him to the company in respect
of the shares but his liability shall cease if and when the company
receives payment in full of the nominal amount of the shares.

28. A statutory declaration in writing that the declarant is a
director of the company and that a share in the company has been duly
forfeited on a date stated in the declaration shall be conclusive
evidence of the facts therein stated, as against all persons claiming to
be entitled to the share, and that declaration, and the receipt of


CH.308 – 140] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

the company for the consideration, if any, given for the share on the
sale or disposition thereof, shall constitute a good title to the share and
the person to whom the share is sold or disposed of shall be registered
as the holder of the share and shall not be bound to see to the
application of the purchase money, if any, nor shall his title to the share
be affected by any irregularity or invalidity in the proceedings in
reference to the forfeiture, sale or disposal of the share.

29. The provisions of these regulations as to forfeiture shall
apply in the case of non-payment of any sum which by the terms of
issue of a share becomes payable at a fixed time, whether on account
of the amount of the share the share or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.

Conversion of Shares into Stock

30. The directors may, with the approval of the company
previously given in general meeting, convert any paid up shares into
stock and may with the like approval reconvert any stock into paid-up
shares of any denomination.

31. The holders of stock may transfer the same or any part
thereof in the same manner and subject to the same regulations as and
subject to which the shares from which the stock arose might
previously to conversion have been transferred or as near thereto as
circumstances admit; but the directors may from time to time fix the
minimum amount of stock transferable and restrict or forbid the
transfer of fractions of that minimum, but the minimum shall not
exceed the nominal amount of the shares from which the stock arose.

32. The holders of stock shall, according to the amount of the
stock held by them have the same rights, privileges and advantages as
regards dividends, voting at meetings of the company and other
matters, as if they held the shares from which the stock arose, but no
such privilege or advantage (except participation in the dividends and
profits of the company) shall be conferred by any such aliquot part of
stock as would not if existing in shares, have conferred that privilege or
advantage.

33. Such of the regulations of the company (other than those
relating to share warrants) as are applicable to paid-up shares shall
apply to stock, and the words “share” and “shareholder” therein
include “stock” and “stockholder”.

Share Warrants

34. The company may issue share warrants, and accordingly
the directors may in their discretion with respect to any share which
is fully paid-up, on application in writing signed by the person


COMPANIES [CH.308 – 141



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

registered as holder of the share and authenticated by such evidence if
any, as the directors may from time to time require as to the identity of
the person signing the request, and on receiving the certificate, if any,
of the share and such fee as the directors may from time to time
require, issue under the company’s seal a warrant, stating that the
bearer of the warrant is entitled to the share therein specified and may
provide by coupons, or otherwise, for the payment or dividends or
other moneys on the shares included in the warrant.

35. A share warrant shall entitle the bearer to the shares
included in it, and the shares shall be transferred by the delivery of the
share warrant, and the provisions of the regulations of the company
with respect to transfer and transmission of shares shall not apply
thereto.

36. The bearer of a share warrant shall, on surrender of the
warrant to the company for cancellation and payment of such sum as
the directors may from time to time prescribe, be entitled to have his
name entered as a member in the register of members in respect of the
shares included in the warrant.

37. The bearer of a share warrant may at any time deposit the
warrant at the office the company and so long as the warrant remains
so deposited the depositor shall have the same right of signing a
requisition for calling a meeting of the company, and of attending and
voting and exercising the other privileges of a member of any meeting
held after the expiration of two clear days from the time of deposit, as
if his name were inserted in the register of members as the holder of
the shares included in the deposited warrant. Not more than one person
shall be recognised as depositor of the share warrant. The company
shall, on two days’ written notice, return the deposited share warrant to
the depositor.

38. Subject as herein otherwise expressly provided, no person
shall, as bearer of a share warrant, sign a requisition for calling a
meeting of the company, or attend or vote or exercise any other
privilege of a member at a meeting of the company or be entitled to
receive any notices from the company; but the bearer of a share
warrant shall be entitled in all other respects to the same privileges and
advantages as if he were named in the register of members as the
holder of the shares included in the warrant, and he shall be a member
of the company.

39. The directors may from time to time make rules as to the
terms on which (if they shall think fit) a new share warrant or coupon
may be issued by way of renewal in case of defacement, loss or
destruction.

Alteration of Capital
40. The company may, by a resolution of shareholders,

increase the share capital by such sum to be divided into shares of such
amount as the resolution shall prescribe.

CH.308 – 142] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

41. (1) All new shares shall, before issue, be offered to such
persons as at the date of the offer are entitled to receive notices from
the company of general meetings in proportion, as nearly as the
circumstances admit, to the amount of the existing shares to which they
are entitled.

(2) The offer shall be made by notice specifying the number
of shares offered and limiting a time within which the offer, if not
accepted, will be deemed to be declined, and after the expiration of that
time or on the receipt of an intimation from the person to whom the
offer is made that he declines to accept the shares offered, the directors
may dispose of the same in such manner as they think most beneficial
to the company.

(3) The directors may likewise so dispose of any new shares
which (by reason of the ratio which the new shares bear to shares held
by persons entitled to an offer of new shares) cannot, in the opinion of
the directors, be conveniently offered under this article.

42. The new shares shall be subject to the same provisions
with reference to the payment of calls, lien, transfer, transmission,
forfeiture and otherwise, as the shares in the original share capital.

43. The company may, by resolution of directors —
(a) consolidate and divide its share capital into shares of a larger

amount than its existing shares;
(b) subdivide its existing shares or any of them or divide the whole

or any part of its share capital into shares of a smaller amount
than is fixed by the memorandum;

(c) cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by any
person;

(d) reduce its share capital in any manner and with and subject to any
incident authorised and consent required by law.

General Meetings
44. The statutory general meeting of the company shall be

held within the period required by section 65 of the Companies Act.
45. (1) A general meeting shall be held once in every year at

such time (not being more than fifteen months after the holding of the
last preceding general meeting) and place as may be prescribed by the
company in general meeting, or, in default, at such time in the month
following that in which the anniversary of the company’s incorporation
occurs, and at such place, as the directors shall appoint.

(2) In default of a general meeting being so held, a general
meeting shall be held in the month next following and may be
convened by any two members in the same manner as nearly as
possible as that in which meetings are to be convened by the
directors.

COMPANIES [CH.308 – 143



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

46. The above-mentioned general meetings shall be called
ordinary meetings; all other general meetings shall be called
extraordinary.

47. (1) The directors may, whenever they think fit, convene
an extraordinary general meeting, and extraordinary general meetings
shall also be convened on such requisition, or in default, may be
convened by such requisitionists, as provided by section 66 of the
Companies Act.

(2) Where at any time there are not in The Bahamas sufficient
directors capable of acting to form a quorum, any director or any two
members of the company may convene any extraordinary general
meeting in the same manner as nearly as possible as that in which
meetings may be convened by the directors.

Proceedings at General Meetings
48. Seven days’ notice at the least (exclusive of the day on

which the notice is served or deemed to be served, out inclusive of the
day for which notice is given) specifying the place, the day and the
hour of meeting and in case of special business, the general nature of
that business, shall be given in the manner hereinafter mentioned, or in
such other manner, if any, as may be prescribed by the company in
general meeting, to such persons as are under the regulations of the
company entitled to receive such notices from the company; but the
non-receipt of the notice by any member shall not invalidate the
proceedings at any general meeting.

49. All business shall be deemed special that is transacted at
an extraordinary meeting, and all that is transacted at an ordinary
meeting with the exception of sanctioning a dividend, the consideration
of the accounts, balance-sheets and the ordinary report of the directors
and auditors, election of directors and other officers in the place of
those retiring by rotation and the fixing of the remuneration of the
auditors.

50. No business shall be transacted at any general meeting
unless a quorum of members is present at the time when the meeting
proceeds to business; save as herein otherwise provided, two members
personally present shall be a quorum.

51. Where within half an hour from the time appointed for the
meeting a quorum is not present, the meeting if convened upon the
requisition of members, shall be dissolved; in any other case it shall
stand adjourned to the same day in the next week, at the same time and
place, and where at the adjourned meeting a quorum is not present
within half and hour from the time appointed for the meeting, the
members present shall be a quorum.

52. The chairman, if any, of the board of directors shall
preside as chairman at every general meeting of the company.

2 of 1999, s. 4.

CH.308 – 144] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

53. Where there is no such chairman or at any meeting he is
not present within fifteen minutes after the time appointed for holding
the meeting or is unwilling to act as chairman, the members present
shall choose some one of their number to be chairman.

54. (1) The chairman may, with the consent of any meeting at
which a quorum is present (and shall if so directed by the meeting)
adjourn the meeting from time to time and from place to place, but no
business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment
took place.

(2) When a meeting is adjourned for ten days or more, notice
of the adjourned meeting shall be given as in the case of an original
meeting.

(3) Save as aforesaid, it shall not be necessary to give any
notice of an adjournment or the business to be transacted at an
adjourned meeting.

55. At any general meeting a resolution put to the vote of the
meeting shall be decided on a show of hands, unless, a poll is (before
or on the declaration of the result of the show of hands) demanded by
at least three members and unless a poll is so demanded, a declaration
by the chairman that a resolution has, on a show of hands, been carried
or carried unanimously or by a particular majority or lost, and an entry
to that effect in the book of the proceedings of the company, shall be
conclusive evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of or against that resolution.

56. If a poll is duly demanded it shall be taken in such manner
as the chairman directs, and the result of the poll shall be deemed to be
the resolution of the meeting at which the poll was demanded.

57. In the case of an equality of votes, whether on a show of
hands or on a poll, the chairman of the meeting at which the show of
hands takes place or at which the poll is demanded shall be entitled to a
second or casting vote.

58. A poll demanded on the election of a chairman, or on a
question of adjournment, shall be taken forthwith; a poll demanded on
any other question shall be taken at such time as the chairman of the
meeting directs.

Votes of Members
59. On a show of hands every member present in person shall

have one vote. On a poll every member shall have one vote for each
share of which he is the holder.

60. In the case of joint holders the vote of the senior who
tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders; and for this
purpose seniority shall be determined by the order in which the
names stand in the register of members.

COMPANIES [CH.308 – 145



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

61. A member of unsound mind, or in respect of whom an
order has been made by any court having jurisdiction with respect to
persons of unsound mind, may vote, whether on a show of hands or on
a poll, by his committee or other person in the nature of a committee
appointed by that court, and any such committee or other person may,
on a poll, vote by proxy.

62. No member shall be entitled to vote at any general
meeting unless all calls or other sums presently payable by him in
respect of shares in the company have been paid.

63. On a poll votes may be given either personally or by
proxy.

64. (1) The instrument appointing a proxy shall be in writing
under the hand of the appointer or his attorney duly authorised in
writing or, if the appointer is a corporation, either under the common
seal or under the hand of an officer or attorney so authorised.

(2) No person shall act as proxy unless either he is entitled on
his own behalf to be present and vote at the meeting at which he acts as
proxy or he has been appointed to act at the meeting as proxy for a
corporation.

65. The instrument appointing a proxy and the power of
attorney or other authority, if any, under which it is signed or a
certified copy of that power or authority shall be deposited at the
registered office of the company not less than forty-eight hours before
the holding of the meeting at which the person named in the instrument
proposes to vote, and in default the instrument of proxy shall not be
treated as valid.

66. An instrument appointing a proxy may be in the following
form or in any other form which the directors may approve:

..................................... Company Limited
I ................................. of ................................. being a member of the
.................................... Company Limited, hereby appoint
.......................................... of ........................................... as my proxy to
vote for me and on my behalf at the (ordinary or extraordinary as the
case may be) general meeting of the company to be held on the
............................. day of ................................... and at any adjournment
thereof.
Signed this .................... day of ..............................................

Directors
67. The number of the directors and the names of the first

directors shall be determined in writing by the subscribers of the
memorandum.

CH.308 – 146] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

Powers and Duties of Directors
68. The business of the company shall be managed by the

directors, who may pay all expenses incurred in getting up and
registering the company, and may exercise all such powers of the
company as are not by the Companies Act or by these articles, required
to be exercised by the company in general meeting, subject
nevertheless to any regulation of these articles, to the Companies Act
and to such regulations, being not inconsistent with the aforesaid
regulations or provisions, as may be prescribed by the company in
general meeting, but no regulation made by the company in general
meeting shall invalidate any prior act of the directors which would
have been valid if that regulation had not been made.

69. The directors may from time to time appoint one or more
of their body to the office of managing director or manager for such
term and at such (remuneration whether by way of salary or
commission or participation in profits, or partly in one way and partly
in another) as they may think fit, and a director so appointed shall not,
while holding that office, be subject to retirement by rotation or taken
into account in determining the rotation of retirement of directors; but
his appointment shall be subject to determination ipso facto if he
ceases from any cause to be director of the company in general
meeting resolve that his tenure of the office of managing director or
manager be determined.

70. The amount for the time being remaining undischarged of
moneys borrowed or raised by the directors for the purposes of the
company (otherwise than by the issue of share capital) shall not at any
time exceed the issued share capital of the company without the
sanction of the company in general meeting.

71. The directors shall duly comply with the Companies Act
and in particular with the provisions in regard to the registration of the
particulars of mortgages and charges affecting the property of the
company or created by it and to keeping a register of the directors, and
to sending to the Registrar an annual list of members and a summary of
particulars relating thereto and notice of any consolidation or increase
of share capital or conversion of shares into stock and copies of special
resolutions and a copy of the register of directors and notifications of
any changes therein.

72. The directors shall cause minutes to be made in books
provided for the purpose —
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the

directors and of any committee of the directors; and
(c) of all resolution and proceedings at all meetings of the company

and of the directors and of committees of directors,

COMPANIES [CH.308 – 147



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

and every director present at any meeting of directors or committee of
directors shall sign his name in a book to be kept for that purpose.

The Seal

73. The seal of the company shall not be affixed to any
instrument except by the authority of a resolution of the directors, and
in the presence of at least two directors and of the secretary of such
other person as the directors may appoint for the purpose; and those
two directors and secretary or other person as aforesaid shall sign every
instrument to which the seal of the company is so affixed in their
presence.

Rotation of Directors

74. At the first ordinary meeting of the company all directors
shall retire from office, and at the ordinary meeting every subsequent
year, one-third of the directors for the time being or, if their number is
not three or a multiple of three, then the number nearest to the one-
third, shall retire from office.

75. The directors to retire in every year shall be those who
have been longest in office since their last election, but as between
persons who become directors on the same day, those to retire shall
(unless they otherwise agree among themselves) be determined by lot.

76. A retiring director shall be eligible for re-election.

77. The company at the general meeting at which a director
retires in the manner aforesaid may fill the vacated office by electing a
person thereto.

78. Where at any meeting at which an election of directors
ought to take place the places of the vacating directors are not filled,
the meeting shall stand adjourned till the same day in the next week at
the same time and place, and if at the adjourned meeting the places of
the vacating directors are not filled, the vacating directors, or such of
them as have not had their places filled, shall be deemed to have been
re-elected at the adjourned meeting.

79. The company may from time to time in general meeting
increase or reduce the number of directors and may also determine in
what rotation the increased or reduced number is to go out of office.

80. Any casual vacancy occurring in the board of directors
may be filled by the directors, but the person so chosen shall be
subject to retirement at the same time as if he had become a director
on the day on which the director in whose place he is appointed was
last elected a director.

CH.308 – 148] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

81. The directors shall have power at any time and from time
to time to appoint a person as an additional director who shall retire
from office at the next following ordinary general meeting but shall be
eligible for election by the company at that meeting as an additional
director.

82. The company may by resolution —
(a) remove any director before the expiration of his period of office;

and
(b) appoint another person in place of the director removed in

accordance with paragraph (a),
but the person so appointed shall be subject to retirement at the same
time as if he had become a director on the day on which the director in
whose place he is appointed was last elected a director.

Proceedings of Directors
83. (1) The directors may meet together for the dispatch of

business, adjourn and otherwise regulate their meetings, as they think
fit.

(2) Questions arising at any meeting shall be decided by a
majority of votes. In case of an equality of votes the chairman shall
have a second or casting vote.

(3) A director may, and the secretary on the requisition of a
director shall, at any time summon a meeting of the directors.

84. The quorum necessary for the transaction of the business
of the directors may be fixed by the directors and unless so fixed shall
(when the number of directors exceeds three) be three.

85. The continuing directors may act notwithstanding any
vacancy in their body, but if and so long as their number is reduced
below the number fixed by or pursuant to the regulations of the
company as the necessary quorum of directors, the continuing directors
may act for the purpose of increasing the number of directors to that
number or of summoning a general meeting of the company, but for no
other purpose.

86. The directors may elect a chairman of their meetings and
determine the period for which he is to hold office; but if no such
chairman is elected or if at any meeting the chairman is not present
within five minutes after the time appointed for holding the same, the
directors present may choose one of their number to be chairman of the
meeting.

87. The directors may delegate any of their powers to
committees consisting of such members or members of their body as
they think fit; any committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may be imposed
on them by the directors.

COMPANIES [CH.308 – 149



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

88. A committee may elect a chairman of their meetings; if no
such chairman is elected or if at any meeting the chairman is not
present within five minutes after the time appointed for holding the
same, the members present may choose one of their number to be
chairman of the meeting.

89. (1) A committee may meet and adjourn as they think
proper.

(2) Questions arising at any meeting shall be determined by a
majority of votes of the members present, and in case of an equality of
votes the chairman shall have a second or casting vote.

90. All acts done by any meeting of the directors or of a
committee of directors, or by any person acting as a director, shall,
notwithstanding that it be afterwards discovered that there was some
defect in the appointment of any such directors or persons so acting or
that they or any of them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a director.

Dividends and Reserve
91. Subject to the Companies Act the company in general

meeting may declare dividends, but no dividend shall exceed the
amount recommended by the directors.

92. The directors may from time to time pay to the members
such interim dividends as appear to the directors to be justified by the
profits of the company.

93. No dividend shall be paid otherwise than out of profits.
94. Subject to the rights of persons, if any, entitled to shares

with special rights as to dividends, all dividends shall be declared and
paid according to the amounts paid-up on the shares, but if and so long
as nothing is paid-up on any of the shares in the company dividends
may be declared and paid according to the amounts of the shares. No
amount paid-up on a share in advance of calls shall, while carrying
interest be, treated for the purposes of this article as paid-up on the
shares.

95. The directors may before recommending any dividend set
aside out of the profits of the company such sums as they think proper
as a reserve or reserves which shall at the discretion of the directors, be
applicable for meeting contingencies or for equalising dividends or for
any other purpose to which the profits of the company may be properly
applied and pending such application may at the like discretion either
be employed in the business of the company or be invested in such
investments (other than shares of the company), as the directors may
from time to time think fit.

96. Where several persons are registered as joint holders of
any share any one of them may give effectual receipts for any dividend
payable on the share.

CH.308 – 150] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

97. Notice of any dividend that may have been declared shall
be given in the manner hereinafter mentioned to the persons entitled to
share therein.

98. No dividend shall bear interest against the company.
Accounts

99. The directors shall cause true accounts to be kept —
(a) of the sums of money received and expended by the company

and the matter in respect of which such receipt and expenditure
takes place; and

(b) of the assets and liabilities of the company.
100. The books of account shall be kept at the registered office

of the company or at such other place or places as the directors think fit
and shall always be open to the inspection of the directors.

101. The directors shall from time to time determine whether
and to what extent and at what times and places and under what
conditions or regulations the accounts and books of the company or
any of them shall be open to the inspection of members not being
directors, and no member (not being a director) shall have any right of
inspecting any account or book or document of the company except as
conferred by statute or authorised by the directors or by the company
in general meeting.

102. Once at least in every year the directors shall lay before
the company in general meeting a profit and loss account for the period
since the preceding account or (in the case of the first account) since
the incorporation of the company, made up to a date not more than six
months before such meeting.

103. (1) A balance-sheet shall be made out in every year and
laid before the company in general meeting made up to a date not more
than six months before such meeting.

(2) The balance-sheet shall be accompanied by a report of the
directors as to the state of the company’s affairs and the amount which
they recommend to be paid by way of dividend and the amount, if any,
which they propose to carry to a reserve fund.

104. A copy of the balance-sheet and report shall, seven days
previous to the meeting, be sent to the persons entitled to receive
notices of general meetings in the manner in which notices are to be
given hereunder.

Notices
105. (1) A notice may be given by the company to any

member either personally or by sending it by post to him to his
registered address, or if he has no registered address in The Bahamas to
the address, if any, within The Bahamas supplied by him to the
company for the giving of notices to him.

COMPANIES [CH.308 – 151



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(2) Where a notice is sent by post, service of the notice shall
be deemed to be effected by properly addressing, pre-paying and
posting a letter containing the notice and, unless the contrary is proved,
to have been effected at the time at which the letter would be delivered
in the ordinary course of post.

106. Where a member has no registered address in The
Bahamas and has not supplied to the company an address within The
Bahamas for the giving of notices to him, a notice addressed to him
and advertised in a newspaper circulating in the neighbourhood of the
registered office of the company shall be deemed to be duly given to
him on the day on which the advertisement appears.

107. A notice may be given by the company to the joint holders
of a share by giving the notice to the joint holder named first in the
register in respect of the share.

108. A notice may be given by the company to the persons
entitled to a share in consequence of the death or bankruptcy of a
member by sending it through the post in a pre-paid letter addressed to
them by name or by the title of representatives of the deceased, or
trustees of the bankrupt, or by any like description, at the address, if
any, in The Bahamas supplied for the purpose by the persons claiming
to be so entitled, or (until such an address has been so supplied) by
giving the notice in any manner in which the same might have been
given if the death or bankruptcy had not occurred.

109. Notice of every general meeting shall be given in some
manner hereinbefore authorised to every member of the company
(including bearers of share warrants), except those members who
(having no registered address within The Bahamas) have not supplied
to the company an address within The Bahamas for the giving of
notices to them, and also to every person entitled to a share in
consequence of the death or bankruptcy of a member, who, but for his
death or bankruptcy, would be entitled to receive notice of the meeting.
No other persons shall be entitled to receive notices of general
meetings.

SECOND SCHEDULE (Section 162)
BY-LAWS

(1) By-laws should provide for —
(a) the admission of persons and unincorporated associations as

members and as ex officio members, and the qualifications of and
the conditions of membership;

(b) the fees and dues of members;
(c) the issue of membership cards and certificates;
(d) the suspension and termination of membership by the company

and by a member;

CH.308 – 152] COMPANIES





STATUTE LAW OF THE BAHAMAS [Original Service 2001]

(e) where the articles provide that the interest of a member is
transferable, the method of transferring membership;

(f) the qualifications of, and the remuneration of, the directors and
ex officio directors, if any;

(g) the time for and manner of electing directors;
(h) the appointment, remuneration, functions, duties and removal of

agents, officers and employees of the company, and the security,
if any, to be given by them to the company;

(i) the time and place, and the notice to be given, for the holding of
meetings of the members and of the board of directors, the
quorum at meetings, the requirement as to proxies, and the
procedure in all things at meetings of the board of directors; and

(j) the conduct in all other particulars of the affairs of the company.

(2) The directors of a non-profit company may make by-laws
respecting —
(a) the division of its members into groups, either territorially or on

the basis of common interest;
(b) the election of some or all of the directors —

(i) by the groups on the basis of the member in each group;
(ii) for the groups in a defined geographical area, by the

delegates of the groups meeting together; or
(iii) by the groups on the basis of common interest;

(c) the election of delegates and alternate delegates to represent each
group on the basis of the number of members in each group;

(d) the number and qualification of delegates and the method of their
election;

(e) the holding of meetings of members or delegates;
(f) the powers and authority of delegates at meetings; and
(g) the holding of meetings of members or delegates territorially or

on the basis of common interest.

(3) A by-law made under subsection (2)(b) may provide that a
meeting of delegates for all purposes is a meeting of the members with
all powers of such a meeting.

(4) A by-law made under subsection (2) is not effective until
it is confirmed by at least two-thirds of the votes cast at a general
meeting of the members duly called for that purpose.

(5) A delegate has only one vote and may not vote by proxy.

COMPANIES [CH.308 – 153



––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
[Original Service 2001] STATUTE LAW OF THE BAHAMAS

(6) A by-law made under subsection (2) may not prohibit
members from attending meetings of delegates and participating in the
discussion at the meetings.

THIRD SCHEDULE (Section 300(1))

FEES TO BE PAID TO THE REGISTRAR

Matter in respect of which fee is payable Amount of fee
1. Upon filing memorandum .............................. $ 300.00
2. Upon filing articles ......................................... $ 30.00
3. In respect of a company registered under this

Act on 1st January in each year, and being a
company in which —

(a) not less than 60 per cent of its shares are
beneficially owned by Bahamians .......... $ 350.00

(b) less than 60 per cent of the shares are
beneficially owned by Bahamians .......... $ 1,000.00



FOURTH SCHEDULE (Section 303(1))
1. Companies Act

2. Foreign Companies Act

Ch. 279 in 1987
Edition.
Ch. 280 in 1987
Edition.