International Business Companies Act


Published: 2000-12-29

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International Business Companies Act
INTERNATIONAL BUSINESS COMPANIES [CH.309 – 1





LRO 1/2010 STATUTE LAW OF THE BAHAMAS



CHAPTER 309

INTERNATIONAL BUSINESS COMPANIES

LIST OF AUTHORISED PAGES

1 – 10 LRO 1/2010
11 –92 LRO 1/2006
93 – 96 LRO 1/2010
97 – 101 LRO 1/2006


ARRANGEMENT OF SECTIONS


PART I
PRELIMINARY


1. Short title.
2. Interpretation.


PART II
CONSTITUTION OF COMPANIES


3. Incorporation.
4. Persons who can incorporate International Business Companies.
5. No criminal objects or purposes.
6. Contravention of section 5.
7. Personal liability.
8. Mode of limiting liability of members.
9. Company limited both by shares and by guarantee.
10. Powers.
11. Validity of acts of company.
12. Name.
13. Memorandum.
14. Articles.
15. Registration.
16. Certificate of incorporation.
17. Certificate to be evidence of compliance.
18. Amendment of Memorandum or Articles.
19. Copies of Memorandum and Articles to members.


PART III
CAPITAL AND DIVIDENDS


20. Consideration for shares.
21. Amount of consideration.
22. Fractional shares.
23. Capital and surplus accounts.
24. Dividend of shares.
25. Increase or reduction of capital.
26. Division and combination.

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27. Nature of share.
28. Share certificates.
29. Share Register.
30. Rectification of Share Register.
31. Transfer of registered shares.
32. Acquisition of shares.
33. Treasury shares disabled in respect of voting and dividends.
34. Increase or reduction of capital.
35. Dividends.
36. Appreciation of assets.
36A. Mortgages and charges of shares.
36B. Optional registration of registers.
36C. Optional registration of mortgages and charges.


PART IV

REGISTERED OFFICE AND REGISTERED AGENT

37. Registered office.
38. Registered agent.
39. Register of registered agents.


PART V
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS


40. Management by director.
41. Unanimous shareholder agreement.
42. Election, term and removal of directors.
43. Number of directors.
44. Register of directors and officers.
45. Powers of directors.
46. Emoluments of directors.
47. Committee of directors.
48. Meeting of directors.
49. Notice of meetings of directors.
50. Quorum of directors.
51. Consents of directors.
52. Alternates for directors.
53. Meeting of single director or single shareholder.
54. Officers and agents.
55. Standard of care.
56. Reliance on records and reports.
57. Conflict of interests.
58. Indemnification.
59. Insurance.


PART VI
PROTECTION OF MEMBERS AND CREDITORS


60. Meetings of members.
61. Notice of meetings of members.
62. Quorum for meeting of members.
63. Voting by members.
64. Consents of members.
65. Service of notice on members.
66. Service of process, etc., on company.

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67. Books, records and common seal.
68. Inspection of books and records.
69. Contracts generally.
70. Pre-incorporation contracts.
71. Notes and bills of exchange.
72. Power of Attorney.
73. Authentication or attestation.
74. Company without a member.


PART VII
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED

REDEMPTIONS, ARRANGEMENTS AND DISSENTERS

75. Interpretation for purposes of Part VII.
76. Merger and consolidation.
77. Merger with subsidiary.
78. Effect of merger or consolidation.
79. Merger or consolidation with foreign company.
80. Disposition of assets.
81. Redemption of minority shares.
82. Arrangements.
83. Rights of dissenters.


PART VIII
CONTINUATION


84. Continuation.
85. Provisional registration.
86. Certificate of continuation.
87. Effect of continuation.
88. Continuation under foreign law.


PART IX
WINDING-UP, DISSOLUTION AND STRIKING-OFF


89. Definition of “contributory”.
90. Nature of liability of contributory.
91. Contributories in case of death.
92. Contributories in case of bankruptcy.
93. Circumstances giving rise to winding-up by court.
94. Company when deemed unable to pay its debts.
95. Application for winding-up to be made by petition.
96. Power of court.
97. Commencement of winding up.
98. Court may grant injunction.
99. Course to be pursued by court.
100. Actions and suits to be stayed.
101. Copy of order to be forwarded to Registrar.
102. Power of court to stay proceedings.
103. Effect of order on share capital of company limited by guarantee.
104. Court may have regard to wishes of creditors or contributories.

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Official Liquidators


105. Appointment of official liquidator.
106. Remuneration of official liquidator.
107. Style and duties of official liquidator.
108. Powers of official liquidator.
109. Discretion of official liquidator.
110. Vesting of property in liquidator.
111. Assistance for liquidator.


Ordinary Powers of Court


112. Collection and application of assets.
113. Provisions as to representative contributories.
114. Power of court to require delivery of property.
115. Power of court to order payment of debts by contributory.
116. Power of court to make calls.
117. Power of court to order payment into bank.
118. Regulation of account with court.
119. Representative contributory not paying monies ordered.
120. Order conclusive evidence.
121. Court may exclude creditors not proving in certain time.
122. Court to adjust rights of contributories.
123. Court to order costs.
124. Dissolution of company.
125. Registrar to make minute of dissolution.


Extraordinary Powers of Court


126. Power of court to summon persons.
127. Examination of parties by court.
128. Power of arrest.
129. Power of court cumulative.
130. Power to enforce orders.
131. Winding-up by resolution of directors.
132. Voluntary winding-up and dissolution.
133. Appointment of liquidator.
134. Powers of directors in a winding-up and dissolution.
135. Duties of liquidator.
136. Powers of liquidator.
137. Power of liquidators or contributories in voluntary winding up to apply

to court.
138. Procedure on winding-up and dissolution.
139. Effect of voluntary winding up.
140. Rescission of winding-up and dissolution.
141. Winding-up and dissolution of company unable to pay its claims, etc.


Winding-up subject to the Supervision of the Court

142. Power of court on application to direct winding up subject to supervision.
143. Petition for winding up subject to supervision.

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144. Court may have regard to wishes of creditors.
145. Powers of court to appoint additional liquidators in winding up subject

to supervision.
146. Effect of order of court for winding up subject to supervision.
147. Appointment of voluntary liquidators to office of official liquidators.


Supplemental Provisions

148. Disposition after the commencement of winding up to be rendered void.
149. Books of the company to be evidence.
150. Disposal of books, accounts and documents of the company.
151. Inspection of books.
152. Power of assignee to sue.
153. Debts to be proved.
154. Rules to be observed.
155. Preferential payments.
156. Liquidation scheme may be approved.
157. Acceptance of shares etc., as consideration for sale of property of company.
158. Mode of determining price.
159. Certain attachments and executions to be void.
160. Fraudulent preference.
161. Assessment of damages against delinquent directors and officers.
162. Prosecution of delinquent directors in winding up by court.
163. Prosecution of delinquent directors in voluntary winding up.
164. Receivers and managers.
165. Striking-off.
166. Restoration to Register.
167. Effect of striking-off.
168. Appointment of official liquidator.
169. Dissolution of company struck off.


PART X
LIMITED DURATION COMPANY


170. Interpretation for purposes of Part X.
171. International Business Company may apply to be registered as a

limited duration company.
172. Registration of limited duration company.
173. Contents of Articles of limited duration company.
174. Winding-up of a limited duration company.
175. Cancellation of registration.


PART XI
FEES AND PENALTIES


176. Fees.
177. Penalties payable to Registrar.
178. Criminal liability and proceedings.
179. Name offence.
180. Failure to keep Share Register.
181. False reports and false statements.
182. Miscellaneous offence.
183. Recovery of penalties, etc.
184. Company struck off liable for fees, etc.

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185. Fees, etc., to be paid into Consolidated Fund.
186. Fees payable to Registrar.





PART XII
EXEMPTIONS


187. Exemptions.


PART XIII
MISCELLANEOUS


188. Regulations.
189. Form of certificate.
190. Certificate of good standing.
191. Inspection of documents.
192. Declaration by court.
193. Judge in Chambers.
194. Minister may vary fees.
195. Repeal.
196. Transitional.

SCHEDULE — Fees to be Paid to the Registrar.

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CHAPTER 309

INTERNATIONAL BUSINESS COMPANIES
An Act to provide for the incorporation, registration

and operation of International Business Companies.
[Assent 29th December, 2000]

[Commencement 29th December, 2000]

PART I
PRELIMINARY

1. This Act may be cited as the International
Business Companies Act.

2. (1) In this Act —
“agent” includes registered agent;
“Articles” means the Articles of Association of a

company incorporated under this Act;
“authorised capital” in relation to a company, means

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

“capital” in relation to a company, means the sum of
the aggregate par value of all the outstanding
shares with par value of a company and shares
with par value held by the company as treasury
shares plus —
(a) the aggregate of the amounts designated as

capital of all outstanding shares without
par value of the company and shares
without par value held by the company as
treasury shares; and

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

“company” unless the context otherwise requires,
means an International Business Company
incorporated under this Act;

45 of 2000
19 of 2001
S.I. 128/2001
1 of 2003
14 of 2004
S.I. 88/2004
18 of 2008
39 of 2008

Short title.

Interpretation.

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“Companies Act” means the Companies Act of The
Bahamas;

“continued” means continued in accordance with Part
VIII;

“court” means the Supreme Court or a Judge thereof;
“member” includes a person or institution who holds

shares in a company;
“Memorandum” means the Memorandum of

Association of a company incorporated under
this Act;

“Minister” means the Minister responsible for
companies;

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

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

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

General;
“securities” includes shares and debt obligations of

every kind, and options, warrants and rights to
acquire shares or debt obligations;

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

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

(2) A company that is incorporated under the
Companies Act or under the laws of a jurisdiction outside
The Bahamas shall be a company incorporated under this
Act if it is continued as a company incorporated under this


Ch. 308.

14 of 2004.

14 of 2004.

Ch. 308.

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Act and references to a “company incorporated under this
Act” shall be construed accordingly.

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

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

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

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

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

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

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

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

(b) a resolution consented to in writing by —
(i) a simple majority or such larger majority

as may be specified in the Articles, of the
shareholders entitled to vote thereon; or

19 of 2001,
s. 2(a)(i).

19 of 2001,
s. 2(a)(ii).

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

PART II
CONSTITUTION OF COMPANIES

3. Subject to the requirements of this Act, two or
more persons may, by subscribing to a Memorandum
incorporate a company under this Act.

4. (1) Subject to section 21(b) of the Financial and
Corporate Service Providers Act, no person other than a
bank or trust company licensed under the Banks and Trust
Companies Regulation Act shall incorporate an
International Business Company unless such person is
licensed and approved under the Financial and Corporate
Service Providers Act.

(2) Nothing in this Act shall prohibit an
International Business Company from carrying on the
business of external insurance provided such company is
registered as an external insurer under the External
Insurance Act.

5. A company shall not be incorporated under this
Act —

(a) for the purposes of facilitating any criminal
activity; or

(b) for any object or purpose which is prohibited by
this Act or by any other law in force in The
Bahamas.

6. Where a company is incorporated under this Act
for any criminal activity including drug trafficking or any
relevant offence under the Proceeds of Crime Act or for
any prohibited purpose the company shall forthwith be
struck off the Register by the Registrar publishing notice to
that effect in the Gazette but section 165(4) shall apply to
such company for the purposes of liability:

Provided that before being struck off, the Registrar
shall give the company the opportunity of being heard
within seven days before the striking off.

19 of 2001,
s. 2(b).

Incorporation.

Persons who can
incorporate
International
Business
Companies.
19 of 2001, s. 3.
39 of 2008, s. 2.





Ch. 316.
Ch. 369.
14 of 2004.

Ch. 348.

No criminal
objects or
purposes.

Contravention of
section 5.
S.I. 128/2001.
Ch. 93.

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7. No member, director, officer, agent or liquidator
of a company shall be liable for any debt, obligation or
default of the company unless it is proved that he did not
act in good faith or unless it is specifically provided in this
Act or in any other law for the time being in force in The
Bahamas and except in so far as he may be liable for his
own conduct or acts.

8. The liability of the members of a company may,
according to the Memorandum —

(a) be limited either to the amount, if any, unpaid on
the shares respectively held by them (in this Act
termed “a company limited by shares”);

(b) be limited 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 (in this Act termed
“a company limited by guarantee”); or

(c) have no limit placed on the liability of its
members (in this Act termed “an unlimited
liability company”).

9. 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.

10. Subject to any limitations in its Memorandum or
Articles, this Act or any other law for the time being in
force in The Bahamas, a company incorporated under this
Act has the power, irrespective of corporate benefit, to
perform all acts and engage in all activities necessary or
conducive to the conduct, promotion or attainment of the
objects or purposes of the company, including the power to
do the following —

(a) issue registered shares but not shares issued to
bearer;

(b) issue the following —
(i) voting shares;
(ii) non-voting shares;
(iii) shares that may have more or less than one

vote per share;

Personal liability.

Mode of limiting
liability of
members.

Company limited
both by shares
and by guarantee.

Powers.

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(iv) shares that may be voted only on certain
matters or only upon the occurrence of
certain events;

(v) shares that may be voted only when held
by persons who meet specified
requirements;

(vi) no par value shares;
(vii) unnumbered shares;

(c) issue common shares, preferred shares, or
redeemable shares;

(d) issue shares that entitle participation only in
certain assets;

(e) issue options, warrants or rights, or instruments
of a similar nature, to acquire any securities of
the company;

(f) issue securities that, at the option of the holder
thereof or of the company or upon the
happening of a specified event, are convertible
into, or exchangeable for, other securities in the
company or any property then owned or to be
owned by the company;

(g) purchase, redeem or otherwise acquire and hold
its own shares;

(h) guarantee a liability or obligation of any person
and to secure any of its obligations by mortgage,
pledge or other charge, of any of its assets for
that purpose; and

(i) protect the assets of the company for the benefit
of the company, its creditors and its members
and at the discretion of the directors, for any
person having a direct or indirect interest in the
company.

11. (1) No act of a company and no transfer of real
or personal property by or to a company is invalid by
reason only of the fact that the company was without
capacity or power to perform the act or to transfer or
receive the property, but the lack of capacity or power may
be pleaded in the following cases —

(a) in proceedings by a member against the
company to prohibit the performance of any act
or the transfer of real or personal property by or
to the company; or

(b) in proceedings by the company, whether acting
directly or through a receiver, trustee or other
legal representative or through members in a

19 of 2001, s. 4.

Validity of acts
of company.

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derivative action, against the incumbent or
former directors of the company for loss or
damage due to their unauthorised act.

(2) For the purposes of subsection (1)(a), the court
may set aside and prohibit the performance of a contract
if —

(a) the unauthorised act or transfer sought to be set
aside or prohibited is being, or is to be,
performed or made under any contracts to which
the company is a party;

(b) all the parties to the contract are parties to the
proceedings; and

(c) it appears fair and reasonable in the
circumstances to set aside or prohibit the
performance of the contract,

and in so doing the court may, in applying this subsection,
award to the company or to the other parties such
compensation as may be reasonable except that in
determining the amount of compensation the court shall
not take into account anticipated profits to be derived from
the performance of the contract.

12. (1) The word “Limited”, “Limited Liability
Company”, “Corporation”, “Incorporated”, “Gesellschaft
mit beschrankter Haftung”, “Societe Anonyme” or
“Sociedad Anonima” or its respective abbreviation “Ltd.”,
“LLC”, “Corp.”, “Inc.”, “GmbH”, or “S. A.” shall be at the
end of the name of every company with limited liability,
provided that a company incorporated under the laws of a
jurisdiction outside The Bahamas and continued as a
company incorporated under this Act may use the name
designated in the Articles of continuation.

(2) The Minister may by Order add to the list of
words and abbreviations contained in subsection (1) words
and abbreviations which would indicate that a company is
incorporated with limited liability.

(3) No company shall be incorporated under this
Act under a name that —

(a) is identical with that under which a company in
existence is already incorporated under this Act
or registered under the Companies Act or so
nearly resembles the name of another company
as to be calculated to deceive, except where the
company in existence gives its consent;

Name.
S.I. 128/2001.
14 of 2004.

Ch. 308.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

(b) contains, without express prior permission of the
Registrar which permission may be withheld
without assigning a reason, the words
“Assurance”, “Bank”, “Building Society”,
“Chamber of Commerce”, “Chartered”,
“Cooperative”, “Imperial”, “Insurance”,
“Municipal”, “Royal”, “Trust”, or a word
conveying a similar meaning, or any other word
that, in the opinion of the Registrar, suggests or
is calculated to suggest the patronage of or any
connection with Her Majesty or any member of
the Royal Family or the Government of The
Bahamas, a department thereof, a statutory
corporation or board or a local or municipal
authority;

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

(4) A company may amend its Memorandum to
change its name.

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

(a) is identical with a name under which a company
in existence was incorporated under this Act or
registered under the Companies Act; or

(b) so nearly resembles the name of another company
in existence which was incorporated under this
Act or registered under the Companies Act as to
be calculated to deceive or confuse,

the Registrar may, whether or not the consent of the
company in existence has been obtained pursuant to
subsection (3)(a), give notice to the last registered
company to change its name and if it fails to do so within
60 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.

(6) Where a company is incorporated under a name
that may be calculated to deceive the public, the Registrar
may give notice to the company to change such name and
if it fails to do so within 60 days from the date of the notice
the Registrar shall direct the company to be removed from
the Register.

(7) Subject to subsections (3) and (5), where a
company changes its name, the Registrar shall enter the
new name on the Register in place of the former name, and


1 of 2003.

Ch. 308.

Ch. 308.

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shall issue a new certificate of incorporation indicating the
change of name.

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

(9) Subject to subsection (3), the Registrar may,
upon a request made by any person and payment of the
prescribed fee, reserve for 90 days a name for future
adoption by a company under this Act.

13. (1) The Memorandum shall include the
following particulars —

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

office of the company;
(c) the location in The Bahamas of the registered

agent of the company;
(d) subject to subsection (2), the objects or purposes

for which the company is to be incorporated;
(e) the currency in which shares in the company

shall be issued;
(f) in the case of a company limited by shares, a

statement of the authorised capital of the
company setting forth the aggregate of the par
value, if any, that the company is authorised to
issue and the amount, if any, to be represented
by shares without par value that the company is
authorised to issue;

(g) in the case of a company limited by guarantee, a
statement 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;

Memorandum.

S.I. 128/2001.

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(h) in the case of a company limited both by shares
and by guarantee, the statements referred to in
paragraphs (f) and (g);

(i) in the case of an unlimited liability company, a
statement that the liability of the members is
unlimited;

(j) a statement of the number of classes and series
of shares, the number of shares of each such
class and series and the par value of shares with
par value and that the shares may be without par
value if this is the case;

(k) a statement of the designations, powers,
preferences and rights, and the qualifications,
limitations or restrictions of each class and
series of shares that the company is authorised to
issue, unless the directors are to be authorised to
fix any such designations, powers, preferences,
rights, qualifications, and in that case, an express
grant of such authority as may be desired to
grant to the directors to fix by resolution any
such designations, powers, preferences, rights,
qualifications, limitations and restrictions that
have not been fixed by the Memorandum.

(2) For the purposes of subsection (1)(d), if the
Memorandum contains a statement either alone or with
other objects or purposes that the object or purpose of the
company is to engage in any act or activity that is not
prohibited under any law for the time being in force in The
Bahamas, the effect of that statement is to make all acts
and activities that are not illegal part of the objects or
purposes of the company, subject to any limitations in the
Memorandum.

(3) The Memorandum shall be subscribed to by two
persons in the presence of another person who shall sign
his name as a witness.

(4) The Memorandum, when registered, binds the
company and its members from time to time to the same
extent as if each member had subscribed his name and
affixed his seal thereto and as if there were contained in the
Memorandum, on the part of himself, his heirs, executors
and administrators, a covenant to observe the provisions of
the Memorandum subject to this Act.

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=14. (1) The Articles shall be subscribed to by two
persons in the presence of another who shall sign his name
as a witness and such Articles shall be filed with the
Registrar on the same date as the filing of the
memorandum.

(2) The Articles, when registered, bind the company
and its members from time to time to the same extent as if
each member had subscribed his name and affixed his seal
thereto and as if there were contained in the Articles, on
the part of himself, his heirs, executors and administrators,
a covenant to observe the provisions of the Articles,
subject to this Act.

15. (1) The Memorandum and the Articles shall be
registered by the Registrar in a register to be maintained by
him and to be known as the Register of International
Business Companies.

(2) Upon the registration of the Memorandum, the
Registrar shall issue a certificate of incorporation under his
hand and seal certifying that the company is incorporated.

(3) An application for the registration of a company
under this Act shall be in such form as may be prescribed
and shall be accompanied by such documents as the
Registrar may determine.

(4) The Registrar shall not register the
Memorandum or the Articles delivered to him unless he is
satisfied that all requirements of this Act in respect of
registration have been complied with and —

(a) a counsel and attorney engaged in the formation
of the company; or

(b) the registered agent named in the Memorandum
of the company to be the registered agent,

certifies in writing that the requirements of this Act in
respect of registration have been complied with and the
written certification delivered to the Registrar is sufficient
evidence of compliance.

16. Where the Registrar issues a certificate of
incorporation of a company, the company is, from the date
shown on the certificate of incorporation, a body corporate
under the name contained in the Memorandum with the full
capacity of an individual who is sui juris, subject to any
limitations imposed by the Memorandum and to the
provisions of this Act.

Articles.

Registration.
19 of 2001, s.5.

14 of 2004.

Certificate of
incorporation.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

17. A certificate of incorporation of a company
issued by the Registrar shall be prima facie evidence of
compliance with all requirements of this Act in respect of
incorporation.

18. (1) Subject to any limitation in its Memorandum
or Articles, a company may amend its Memorandum or
Articles by a resolution of members or, where permitted by
its Memorandum or Articles or by this Act, by a resolution
of directors.

(2) A company that amends its Memorandum or
Articles shall submit to the Registrar within twenty-eight
days after any amendment a copy of the resolution of
members or directors amending the Memorandum or
Articles, as the case may be, authenticated, in accordance
with subsection (1) of section 73, as a true copy of the
resolution amending the Memorandum or Articles and the
Registrar shall retain and register such copy of the
resolution.

(3) An amendment to the Memorandum or Articles
shall not have effect until it is registered by the Registrar.

19. A copy of the Memorandum and a copy of the
Articles shall be given to any member who requests a copy
on payment by the member of such amount as the directors
may determine to be reasonably necessary to defray the
costs of preparing and furnishing them.

PART III
CAPITAL AND DIVIDENDS

20. Subject to any limitations in the Memorandum
or Articles, each share in a company shall be issued for
money, services rendered, personal property (including
other shares, debt obligations or other securities in the
company), an estate in real property, a promissory note or
other binding obligation to contribute money or property,
or any combination thereof.

21. (1) Subject to any limitations in the
Memorandum or Articles, shares in a company may be
issued for such amount as may be determined from time to
time by the directors, and, in the absence of fraud, the
decision of the directors as to the value of the consideration
received by the company in respect of the issue is
conclusive, unless a question of law is involved.

Certificate to be
evidence of
compliance.

Amendment of
Memorandum or
Articles.

14 of 2004.

Copies of
Memorandum
and Articles to
members.

Consideration
for shares.

Amount of
consideration.

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(2) Subject to any limitations in the Memorandum
or Articles, treasury shares and unissued shares may be
disposed of by a company on such terms and conditions as
the directors may determine.

22. 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,
preferences, privileges, qualifications, restrictions, rights
and other attributes of a share of the same class or series of
shares.

23. (1) Where a company issues a share with par
value, the consideration in respect of the share constitutes
capital to the extent of the par value and the excess
constitutes surplus.

(2) Subject to any limitations in the Memorandum
or Articles, where a company incorporated under this Act
issues a share without par value, the consideration in
respect of the share constitutes capital to the extent
designated by the directors and the excess constitutes
surplus, except that the directors shall designate as capital
an amount of the consideration that shall be at least equal
to the amount that the share is entitled to as a preference, if
any, in the assets of the company upon liquidation of the
company.

(3) Upon the disposition by a company of a treasury
share, the consideration in respect of the share shall be
added to surplus.

24. (1) A share issued as a dividend by a company
shall be treated for all purposes as having been issued for
money equal to the surplus that has been transferred to
capital upon the issue of the share.

(2) In the case of a dividend of authorised but
unissued shares with par value, an amount equal to the
aggregate par value of the shares shall be transferred from
surplus to capital at the time of the distribution.

(3) In the case of a dividend of authorised but
unissued shares without par value, the amount designated
by the directors shall be transferred from surplus to capital
at the time of the distribution, except that the directors shall
designate as capital an amount that is at least equal to the
amount that the shares are entitled to as preference, if any,

Fractional shares.

Capital and
surplus accounts.

Dividend of
shares.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

in the assets of the company upon liquidation of the
company.

(4) A division of the issued and outstanding shares
of a class or series of shares into a larger number of shares
of the same class or series having proportionately small par
value does not constitute a dividend of shares.

25. (1) Subject to any limitations in its
Memorandum or Articles, a company may, by a resolution
of directors, amend its Memorandum to increase or reduce
its authorised capital and in connection therewith, the
company may —

(a) increase or reduce the number of shares which
the company may issue;

(b) increase or reduce the par value of any of its
shares; or

(c) effect any combination under paragraphs (a) and
(b).

(2) Where a company reduces its authorised capital
under subsection (1), then, for the purposes of computing
capital of the company, any capital that immediately before
the reduction was represented by shares but immediately
following the reduction is no longer represented by shares
shall be deemed to be surplus transferred from capital to
surplus.

26. (1) A company may amend its Memorandum —
(a) to divide the shares, including issued shares, of a

class or series into a larger number of shares of
the same class or series; or

(b) to combine the shares, including issued shares of
a class or series into a smaller number of shares
of the same class or series.

(2) Where shares are divided or combined under
subsection (1), the aggregate par value of the new shares
shall be equal to the aggregate par value of the original
shares.

27. Shares of a company are personal property and
are not of the nature of real property.

28. (1) A company shall state in its Articles whether
or not certificates in respect of its shares shall be issued.

(2) Where a company issues certificates in respect
of its shares, the certificates —

Increase or
reduction of
capital.
19 of 2001, s.6.

Division and
combination.

Nature of share.

Share certificates.

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(a) shall be signed by two directors or two officers
of the company, or by one director and one
officer; or

(b) shall be under the common seal of the company
evidenced by the signature of a director or
officer of the company,

and the Articles may provide for the signatures or common
seal to be stamped thereon.

(3) A certificate issued in accordance with
subsection (2) specifying a share held by a member of the
company shall be prima facie evidence of the title of the
member to the share specified therein.

29. (1) A company shall cause to be kept at its
registered office one or more registers to be known as
Share Registers containing —

(a) the names and addresses of the persons who
hold registered shares in the company;

(b) the number of each class and series of registered
shares held by each person;

(c) the date on which the name of each person was
entered in the Share Register; and

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

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

(3) The Share Register shall be prima facie
evidence of any matters directed or authorised by this Act
to be contained therein.

(4) In the case of a company limited by guarantee
the term “Share Register” shall mean “Register of
Members” in which shall be entered the names and
addresses of the members of such a company, the date of
such entry and the date when any person ceases to be a
member.

30. (1) If —
(a) information that is required to be entered in the

Share Register under section 29 is omitted
therefrom or inaccurately entered therein; or

(b) there is unreasonable delay in entering the
information in the Share Register,

Share Register.

19 of 2001, s. 7.

Rectification of
Share Register.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

a member of the company, or any person who is aggrieved
by the omission, inaccuracy or delay may apply to the
court for an order that the Share Register be rectified, and
the court may either grant or refuse the application, with or
without costs to be paid by the applicant, or order the
rectification of the Share Register and may direct the
company to pay all costs of the application and any
damages the applicant may have sustained.

(2) The court may, in any proceedings under
subsection (1), determine any question relating to the right
of a person who is a party to the proceedings to have his
name entered in or omitted from the Share Register,
whether the question arises between —

(a) two or more members or alleged members; or
(b) between members or alleged members and the

company,
and generally the court may in the proceedings determine
any question that may be necessary or expedient to be
determined for the rectification of the Share Register.

31. (1) Subject to any limitations in the Memorandum
or Articles, registered shares of a company incorporated
under this Act may be transferred by a written instrument of
transfer signed by the transferor and containing the name and
address of the transferee.

(2) In the absence of a written instrument of transfer
mentioned in subsection (1), the directors may accept such
evidence of a transfer of shares as they consider
appropriate.

(3) A company shall not be required to treat a
transferee of a registered share in the company as a
member until the transferee’s name has been entered in the
Share Register.

(4) Subject to any limitations in its Memorandum or
Articles, a company shall, on the application of the
transferor or transferee of a registered share in the
company, enter in its Share Register the name of the
transferee of the share.

(5) A transfer of registered shares of a deceased, or
bankrupt member of a company made by his personal
representative, guardian or trustee, as the case may be, or a
transfer of registered shares owned by a person as a result
of a transfer from a member by operation of law, is of the
same validity as if the personal representative, guardian,

Transfer of
registered shares.

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trustee or transferee had been the registered holder of the
shares at the time of the execution of the instrument of
transfer.

32. (1)Subject to any limitations in its Memorandum
or Articles, a company may purchase, redeem or otherwise
acquire and hold its own shares.

(2) No purchase, redemption or other acquisition
permitted under subsection (1) shall be made unless the
directors determine that immediately after the purchase,
redemption or other acquisition —

(a) the company will be able to satisfy its liabilities
as they become due in the ordinary course of its
business; and

(b) the realizable value of the assets of the company
will not be less than the sum of its total
liabilities, other than deferred taxes, as shown in
the books of account,

and, in the absence of fraud, the decision of the directors as
to the realizable value of the assets of the company is
conclusive unless a question of law is involved.

(3) A determination by the directors under
subsection (2) is not required where shares are purchased,
redeemed or otherwise acquired —

(a) pursuant to a right of a member to have his
shares redeemed or to have his shares exchanged
for money or other property of the company;

(b) in exchange for newly issued shares in the
company;

(c) by virtue of the provisions of section 81; and
(d) pursuant to an order of the court.
(4) Subject to any limitations in the Memorandum

or Articles, shares that a company purchases, redeems or
otherwise acquires may be cancelled or held as treasury
shares unless the shares are purchased, redeemed or
otherwise acquired out of capital pursuant to section 34, in
which case they shall be cancelled; and upon the
cancellation of a share, the amount included as capital of
the company with respect to that share shall be deducted
from the capital of the company.

33. Where shares in a company —
(a) are held by the company as treasury shares; or

Acquisition of
shares.
19 of 2001,
s. 8(a).

19 of 2001,
s. 8(b).

19 of 2001,
s. 8(c).

Treasury shares
disabled in
respect of voting
and dividends.
19 of 2001, s. 9.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

(b) are held by another company of which the first
company holds, directly or indirectly, shares
having more than 50 per cent of the votes in the
election of directors of another company,

the shareholders of the first company are not entitled to
vote or to have dividends paid thereon and shall not be
treated as outstanding for any purpose under this Act
except for the purpose of determining the capital of the
first company.

34. (1) Subject to any limitations in the
Memorandum or Articles and subject to subsections (3)
and (4), the capital of a company incorporated under this
Act may by resolution of directors, be —

(a) increased by transferring an amount out of the
surplus of the company to capital; or

(b) reduced by —
(i) returning to members any amount received

by the company upon the issue of any of
its shares, the amount being surplus to the
company;

(ii) cancelling any capital that is lost or not
represented by assets having a realizable
value; or

(iii) transferring capital to surplus for the
purpose of purchasing, redeeming or
otherwise acquiring shares that the
directors have resolved to purchase,
redeem or otherwise acquire.

(2) Where a company reduces its capital under
subsection (1), the company may —

(a) return to members any amount received by the
company upon the issue of its shares;

(b) purchase, redeem or otherwise acquire its shares
out of capital; or

(c) cancel any capital that is lost or not represented
by assets having a realizable value.

(3) No reduction of capital shall be effected that
reduces the capital of the company to an amount that is less
than the sum of —

(a) the aggregate of —
(i) all outstanding shares with par value; and
(ii) all shares with par value held by the

company as treasury shares; and

Increase or
reduction of
capital.

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(b) the aggregate of the amounts designated as
capital of —

(i) all outstanding shares without par value;
and

(ii) all shares without par value held by the
company as treasury shares that are
entitled to a preference, if any, in the
assets of the company upon liquidation of
the company.

(4) No reduction of capital shall be effected under
subsection (1) unless the directors determine that
immediately after the reduction —

(a) the company will be able to satisfy its liabilities
as they become due in the ordinary course of its
business; and

(b) the realizable value of the assets of the company
will not be less than its total liabilities, other
than deferred taxes, as shown in the books of
account, and its remaining issued and
outstanding share capital,

and, in the absence of fraud, the decision of the directors as
to the realizable value of the assets of the company is
conclusive unless a question of law is involved.

35. (1) Subject to any limitations in its
Memorandum or Articles a company incorporated under
this Act may, by a resolution of directors, declare and pay
dividends in money, shares or other property.

(2) Dividends shall only be declared and paid if the
directors determine that immediately after the payment of
the dividend —

(a) the company will be able to satisfy its liabilities
as they become due in the ordinary course of its
business; and

(b) the realizable value of the assets of the company
will not 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,

and, in the absence of fraud, the decision of the directors as
to the realizable value of the assets of the company is
conclusive unless a question of law is involved.

36. Subject to any limitations in its Memorandum or
Articles a company incorporated under this Act may, by a

Dividends.

Appreciation of
assets.

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resolution of directors, include in the computation of
surplus for any purpose under this Act 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.

36A. (1) A mortgage of shares or a charge of shares
of a company incorporated under this Act must be in
writing signed by, or with the authority of, the registered
holder of the share to which the mortgage or charge relates.

(2) A mortgage of shares or a charge of shares of a
company incorporated under this Act need not be in any
specific form but it must clearly indicate —

(a) the intention to create a mortgage or charge; and
(b) the amount secured by the mortgage or charge or

how that amount is to be calculated.
(3) A mortgage of shares or a charge of shares of a

company incorporated under this Act may be governed by
the law of a jurisdiction other than The Bahamas, but if a
law other than the law of The Bahamas is specified as the
governing law —

(a) the mortgage or charge must be in compliance
with the requirements of its governing law in
order for the mortgage or charge to be valid and
binding on the company; and

(b) the remedies available to a mortgagee or chargee
shall be governed by the governing law and the
instrument creating the mortgage or charge save
that the rights between the mortgagor or
mortgagee as a member of the company and the
company shall continue to be governed by the
memorandum and the articles of the company
and this Act.

(4) If no law is specified to govern a mortgage of
shares or a charge of shares of a company incorporated
under this Act, the instrument creating the mortgage or
charge shall be governed by the laws of The Bahamas and,
in the case of a default by the mortgagor or chargor on the
terms of the mortgage, the mortgagee or chargee is entitled
to the following remedies —

(a) subject to any limitations or provisions to the
contrary in the instrument creating the mortgage
or charge, the right to sell the shares; and

Mortgages and
charges of
shares.

14 of 2004.

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(b) the right to appoint a receiver who, subject to
any limitations or provisions to the contrary in
the instrument creating the mortgage or charge,
may —

(i) vote the shares;
(ii) receive dividends and other payments in

respect of the shares, and
(iii) exercise other rights and powers of the

mortgagor or chargor in respect of the
shares,

until such time as the mortgage or charge is
discharged.

(5) Subsection (4) also applies to a mortgage of
shares or a charge of shares of a company incorporated
under this Act where the law of The Bahamas is specified
as the governing law.

(6) Subject to any provisions to the contrary in the
instrument of mortgage of shares or a charge of shares of a
company incorporated under this Act, all amounts that
accrue from the enforcement of the mortgage or charge
shall be applied in the following manner —

(a) firstly, in meeting the costs incurred in enforcing
the mortgage or charge;

(b) secondly, in discharging the sums secured by the
mortgage or charge; and

(c) thirdly, in paying any balance due to the
mortgagor or chargor.

(7) The remedies referred to in subsection (4) are
not exercisable until —

(a) a default has occurred and has continued for a
period of not less than 30 days, or such shorter
period as may be specified in the instrument
creating the mortgage or charge; and

(b) the default has not been rectified within fourteen
days from service of the notice specifying the
default and requiring rectification thereof.

(8) In the case of a mortgage of shares or a charge
of shares there may be entered in the share register of the
company —

(a) a statement that the shares are mortgaged or
charged;

(b) the name of the mortgagee or chargee; and

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

(c) the date on which the statement and name are
entered in the share register.

36B (1). A company incorporated under this Act
may elect to submit for registration by the Registrar its
register of mortgages and charges.

(2) A company that has elected to submit for
registration a copy of its register of mortgages and charges
shall, until it otherwise notifies the Registrar pursuant to
subsection (3), submit for registration any changes in the
register of mortgages and charges by substituting for
registration a copy of the register containing the changes.

(3) A company that submits for registration a copy
of its register with the Registrar may elect to cease
registration of changes in the register by so informing the
Registrar in writing.

(4) If a company elects to submit for registration its
register pursuant to subsection (1), then, until such time as
the company informs the Registrar pursuant to subsection
(3) that it elects to cease to register changes in its register,
the company is bound by the contents of the copy of its
register submitted to the Registrar.

36C. A company incorporated under this Act may
submit to the Registrar for registration —

(a) any document or copy of a document creating a
mortgage, charge or other encumbrance over
some or all its assets;

(b) any document or copy of a document amending
any document referred to in paragraph (a); and

(c) any document releasing or discharging a
mortgage, charge or other encumbrance over
any or all its assets,

and the Registrar must retain and register the document or,
as the case may be, the copy thereof.

PART IV
REGISTERED OFFICE AND REGISTERED AGENT

37. (1) A company shall at all times have a
registered office in The Bahamas.

(2) The address of the registered office shall be
submitted to the Registrar with the Memorandum for
registration upon the date of the application for
incorporation.

Optional
registration of
registers.

14 of 2004.

Optional
registration of
mortgages and
charges.

14 of 2004.

Registered office.

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(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 within fourteen
days after such change has been made.

38. (1) A company shall at all times have a
registered agent in The Bahamas.

(2) No person shall act as registered agent unless he
is licensed to carry on the business of financial and
corporate services pursuant to section 3 of the Financial
and Corporate Service Providers Act:

Provided that this subsection shall not apply to a
company licensed under the Banks and Trust Companies
Regulation Act.

(3) The Minister may by order vary or add to the
requirements of subsection (2).

(4) Any person who was acting as a registered agent
before the coming into force of this section may continue
to so act but only if such person within 90 days from the
commencement of this section obtains a licence pursuant to
the Financial and Corporate Service Providers Act.

(5) The name and address of the registered agent
shall be submitted to the Registrar for registration at the
date of incorporation of the company.

(6) The company shall notify the Registrar of any
change in the name or address of the registered agent.

39. (1) The Registrar shall maintain a register of
licensed registered agents and the register referred to in
section 9 of the Financial and Corporate Service Providers
Act shall be the register for the purposes of this section.

(2) The Registrar shall, during the month of
February in each year, publish in the Gazette a list of
registered agents on 31st January in that year.

(3) Any change in the details kept by the Registrar
in the register of registered agents pursuant to subsection
(1) shall be notified immediately by the registered agent to
the Registrar, and upon payment of such fee as may be
prescribed by the Minister, the Registrar shall record the
change in the register of registered agents.

14 of 2004.

Registered agent.

Ch. 369.

Ch. 316.

Ch. 369.

Register of
registered agents.

Ch. 369.

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39A.(1) Where the registered agent of a company
desires to cease to act as registered agent and the registered
agent is unable to reach an agreement with the company
for which he is registered agent concerning his
replacement, the following provisions shall apply —

(a) the registered agent shall give not less than 90
days written notice to any director or officer of
the company of which he is the registered agent
at the director’s or officer’s last known address,
or if the registered agent is not aware of the
identity of any director or officer then the person
from whom the registered agent last received
instructions concerning the company, specifying
the wish of the registered agent to resign as
registered agent;

(b) the registered agent shall, in writing, inform the
Registrar that he has served the notice referred
to in paragraph (a);

(c) if, at the time of the expiry of the notice, the
company has not notified the Registrar or the
registered agent of any change in the name or
address of its registered agent, the registered
agent shall inform the Registrar in writing that
the company has not changed its registered
agent whereupon the Registrar shall publish a
notice in the Gazette that the name of the
company will be struck off the Register, unless
the company, within thirty days from the date of
the publication of the notice in the Gazette,
notifies the Registrar of the change in the name
or address of its registered agent; and

(d) if a company fails within thirty days from the
date of the publication of the notice referred to
in paragraph (c) to notify the Registrar of the
change in the name or address of its registered
agent, the Registrar shall strike the name of the
company off the Register and shall publish in
the Gazette a notice that the name of the
company has been struck off the Register.

(2) A company that has been struck off the Register
under this section or section 39B remains liable for all
claims, debts, liabilities and obligations of the company,
and the striking-off shall not affect the liability of any of its
members, directors, officers or agents.

Registered agent
desiring to cease
to act.

14 of 2004.

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39B. (1) If the Registrar has reasonable cause to
suspect that a registered agent has died or has otherwise
ceased to act or to qualify to act as a registered agent
pursuant to section 39A and the company has not notified
the Registrar of any change in the name or address of its
registered agent the Registrar shall serve on the company at
its registered office, a notice directing the company to
replace the registered agent.

(2) If the company fails within thirty days from the
date of the notice to notify the Registrar of any change in
the name or address of its registered agent, the Registrar
shall strike the name of the company off the Register and
shall publish in the Gazette a notice that the name of the
company has been struck off the Register.


PART V

DIRECTORS, OFFICERS, AGENTS AND
LIQUIDATORS

40. Subject to any limitations in its Memorandum or
Articles or in any unanimous shareholder agreement, the
business and affairs of a company incorporated under this
Act shall be managed by at least one director who may be
an individual or a company.

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

Registered agent
ceasing to act.

14 of 2004.

Management by
director.

14 of 2004.

Unanimous
shareholder
agreement.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

(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 15 days after the
execution or termination and no such agreement shall be
legally effective until notice of its execution shall have
been filed as aforesaid.

(5) In this section “shareholder” includes “member”.
42. (1) The first directors of a company shall be

elected by the subscribers to the Memorandum; and
thereafter, the directors shall be elected by the members for
such term as the members may determine and where
permitted by the Memorandum or Articles of a company
the directors may also elect directors for such term as the
directors may determine.

(2) Each director holds office until his successor
takes office or until his earlier death, resignation or
removal or in the case of a company upon the making of an
order for the winding up or dissolution of the company or
upon the removal of a defunct company by the Registrar
otherwise than pursuant to a winding-up order.

(3) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement —

(a) a director shall cease to hold the office of director
if a majority requests his resignation in writing;

(b) a director may resign his office by giving written
notice of his resignation to the company and the
resignation has effect from the date the notice is
received by the company or from such later date
as may be specified in the notice.

(4) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement, a
vacancy in the board of directors may be filled by a
resolution of members or of a majority of the remaining
directors.

43. The number of directors shall be fixed by the
Articles and, subject to any limitations in the Memorandum
or Articles, the Articles may be amended to change the
number of directors.

44. (1) A company shall keep a register to be known
as a register of directors and officers containing —

(a) the names and addresses of the persons who are
directors and officers of the company;

Election, term
and removal of
directors.

19 of 2001, s. 10.

Number of
directors.
19 of 2001, s. 11.

Register of
directors and
officers.

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(b) the date on which each person whose name is
entered in the register was appointed as a
director or officer of the company; and

(c) the date on which each person as a director or
officer ceased to be a director or officer of the
company.

(2) The register of directors and officers 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.

(3) The register of directors and officers,
commencing from the date of the registration of the
company, shall be kept at the registered office of the
company referred to in section 37.

(4) A copy of the register of directors and officers
shall be filed with the Registrar and shall be open to
inspection by members of the public during official hours.

(5) The register of directors and officers is prima
facie evidence of any matters directed or authorised by this
Act to be contained therein.

(6) The register of a company shall be filed with the
Registrar within twelve months after the appointment of
the directors and officers of that company.

(7) Where the register has not been filed within the
time specified in subsection (6) the company may be struck
off the Register.

(8) A notice of a change in the directors and officers
of an International Business Company shall be filed with
the Registrar within twelve months after such change
occurs.

45. The directors shall have all the powers of the
company that are not reserved to the members under this
Act or in the Memorandum or Articles or in any
unanimous shareholder agreement.

46. Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement, the
directors may, by a resolution of directors fix the
emoluments of directors in respect of services to be
rendered in any capacity to the company.




19 of 2001,
s. 12(a).

19 of 2001,
s. 12(b).

14 of 2004.

14 of 2004.

14 of 2004.

Powers of
directors.

Emoluments of
directors.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

47. (1) The directors may, by a resolution of
directors designate one or more Committees, each
consisting of one or more directors.

(2) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement,
each Committee has such powers and authority of the
directors, including the power and authority to affix the
common seal of the company, as are set forth in the
resolution of directors establishing the Committee, except
that no Committee has any power or authority with respect
to the matters requiring a resolution of directors under
section 42 or 54.

48. (1) Subject to any limitations in the
Memorandum or Articles or in an unanimous shareholder
agreement, the directors of a company incorporated under
this Act may meet at such times and in such manner and
places within or outside The Bahamas as the directors may
determine to be necessary or desirable.

(2) A director shall be deemed to be present at a
meeting of directors if —

(a) he participates by telephone or other electronic
means; and

(b) all directors participating in the meeting are able
to hear each other and recognise each other’s
voice and for this purpose participation
constitutes prima facie proof of recognition.

49. (1) Subject to a requirement in the Memorandum
or Articles or in any unanimous shareholder agreement to
give longer notice, a director shall be given not less than two
days notice of meetings of directors.

(2) Notwithstanding subsection (1) but subject to
any limitations in the Memorandum or Articles or in any
unanimous shareholder agreement, a meeting of directors
held in contravention of that subsection, is valid if all the
directors, or such majority thereof as may be specified in
the Memorandum or Articles or in any unanimous
shareholder agreement, entitled to vote at the meeting,
have waived the notice of the meeting; and for this
purpose, the presence of a director at the meeting shall be
deemed to constitute waiver on his part.

(3) The inadvertent failure to give notice of a
meeting to a director, or the fact that a director has not
received the notice, does not invalidate the meeting.

Committee of
directors.

19 of 2001.


Meeting of
directors.

Notice of
meetings of
directors.

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50. The quorum for a meeting of directors is that
fixed by the Memorandum or Articles.

51. Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement, an
action that may be taken by the directors or a Committee of
directors at a meeting may also be taken by a resolution of
directors or a Committee of directors consented to in
writing or by telex, telefax, telegram, cable or other written
electronic communication, without the need for any notice.

52. (1) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement, a
director may by a written instrument appoint an alternate who
need not be a director and the name of such alternate shall be
disclosed and notified to the Registrar.

(2) An alternate for a director appointed under
subsection (1) shall be entitled to attend meetings in the
absence of the director who appointed him and to vote or
consent in the place of the director.

53. Where there is a single director or a single
shareholder of a company, any requirement in this Act or
in the Articles for a meeting of directors or shareholders
for any purpose shall be satisfied where such single
director or single shareholder passes a resolution in lieu of
such meeting.

54. (1) The directors may, by a resolution of
directors appoint any person, including a person who is a
director, to be an officer or agent of the company.

(2) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement,
each officer or agent has such powers and authority of the
directors, including the power and authority to affix the
common seal of the company, as are set forth in the
Articles or in any unanimous shareholder agreement, or in
the resolution of directors appointing the officer or agent,
except that no officer or agent has any power or authority
with respect to the matters requiring a resolution of
directors under section 46 and this section.

(3) The directors may remove an officer or agent
appointed under subsection (1) and may revoke or vary a
power conferred on him under subsection (2).

55. Every director, officer, agent and liquidator of a
company, in performing his functions, shall act honestly
and in good faith with a view to the best interest of the

Quorum of
directors.
19 of 2001, s. 14.

Consents of
directors.
19 of 2001, s. 15.

Alternates for
directors.

19 of 2001, s. 16.

Meeting of single
director or single
shareholder.

Officers and
agents.

Standard of care.

CH.309 – 36] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

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

56. Every director, officer, agent and liquidator of a
company, in performing his functions, is entitled to rely
upon the Share Register kept under section 29, the books of
accounts and records and the minutes and copies of
consents to resolutions kept under section 67 and any
report made to the company by any other director, officer,
agent or liquidator or by any person selected by the
company to make the report.

57. (1) Subject to any limitations in the
Memorandum or Articles or in any unanimous shareholder
agreement, if the requirements of subsection (2) are
satisfied, no agreement or transaction between —

(a) a company; and
(b) one or more of its directors or liquidators, or any

person in which any director or liquidator has a
financial interest or to whom any director or
liquidator is related, including as a director or
liquidator of that other person,

is void or voidable for this reason only or by reason only
that the director or liquidator is present at the meeting of
directors or liquidators, or at the meeting of the Committee
of directors or liquidators, that approves the agreement or
transaction or that the vote or consent of the director or
liquidator is counted for that purpose.

(2) An agreement or transaction referred to in
subsection (1) is valid if —

(a) the material facts of the interest of each director
or liquidator in the agreement or transaction and
his interest in or relationship to any other party
to the agreement or transaction are disclosed in
good faith or are known by the members entitled
to vote at a meeting of members; and

(b) the agreement or transaction is approved or
ratified by a resolution of members.

(3) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement, a
director or liquidator who has an interest in any particular
business to be considered at a meeting of directors,
liquidators or members may be counted for purposes of
determining whether the meeting is duly constituted in
accordance with section 50 or otherwise.

Reliance on
records and
reports.

Conflict of
interests.
19 of 2001, s. 17.

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58. (1) Subject to subsection (2) and any limitations
in its Memorandum or Articles or in any unanimous
shareholder agreement, a company may indemnify against
all expenses, including legal fees, and against all
judgments, fines and amounts paid in settlement and
reasonably incurred in connection with legal or
administrative proceedings any person who —

(a) is or was a party or is threatened to be made a
party to any threatened, pending or completed
proceedings, whether civil or administrative by
reason of the fact that the person is or was a
director, an officer or a liquidator of the
company; or

(b) is or was, at the request of the company, serving
as a director, officer or liquidator, or in any
other capacity is or was acting for, another
company or a partnership, joint venture, trust or
other enterprise.

(2) Subsection (1) only applies to a person referred
to in that subsection if the person acted honestly and in
good faith with a view to the best interests of the company.

59. A company may purchase and maintain
insurance in relation to any person who is or was a
director, a registered agent, an officer or a liquidator of the
company, or who at the request of the company is or was
serving as a director, a registered agent, an officer or a
liquidator of, or in any other capacity is or was acting for,
another company or a partnership, joint venture, trust or
other enterprise, against any liability asserted against the
person and incurred by the person in that capacity, whether
or not the company has or would have had the power to
indemnify the person against the liability under subsection
(1) of section 58.

PART VI
PROTECTION OF MEMBERS AND CREDITORS

60. (1) Subject to any limitations in the Memorandum
or Articles or in any unanimous shareholder agreement, the
directors of a company may convene meetings of the
members of the company at such times and in such manner
and places within or outside The Bahamas as the directors
consider necessary or desirable.

(2) Subject to a provision in the Memorandum or
Articles or in any unanimous shareholder agreement for a

Indemnification.

Insurance.

Meetings of
members.
19 of 2001,
s. 18(a) and (b).

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

lesser percentage, upon the written request of members
holding more than 50 per cent of the votes of the
outstanding voting shares in the company, the directors
shall convene a meeting of members.

(3) Subject to any limitations in the Memorandum
or Articles, a member shall be deemed to be present at a
meeting of members if —

(a) he participates by telephone or other electronic
means; and

(b) all members participating in the meeting are able
to hear each other and recognise each other’s
voice and for this purpose participation
constitutes prima facie proof of recognition.

(4) A member may be represented at a meeting of
members by a proxy who may speak and vote on behalf of
the member.

(5) The following provisions apply in respect of
joint ownership of shares —

(a) if two or more persons hold shares jointly each
of them may be present in person or by proxy at
a meeting of members and may speak as a
member;

(b) if only one of them is present in person or by
proxy, he may vote on behalf of all of them; and

(c) if two or more are present in person or by proxy,
they shall vote as one.

61. (1) Subject to any requirement in the
Memorandum or Articles or in any unanimous shareholder
agreement to give longer notice, the directors shall give not
less than 7 days notice of meetings of members to those
persons whose names on the date of the notice appear as
members in the Share Register referred to in section 29 and
are entitled to vote at the meeting.

(2) Notwithstanding subsection (1) but subject to
any limitations in the Memorandum or Articles or in any
unanimous shareholder agreement, a meeting of members
held in contravention of the requirement to give notice is
valid if members holding 90 per cent majority, or such
lesser majority as may be specified in the Memorandum or
Articles or in any unanimous shareholder agreement, of —

(a) the total number of the shares of the members
entitled to vote on all the matters to be
considered at the meeting; or

Notice of
meetings of
members.

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(b) the votes of each class or series of shares where
members are entitled to vote thereon as a class
or series together with an absolute majority of
the remaining votes,

have waived notice of the meeting; and for this purpose the
presence of a member at the meeting shall be deemed to
constitute waiver on his part.

(3) The inadvertent failure of the directors to give
notice of a meeting to a member, or the fact that a member
has not received the notice, does not invalidate the
meeting.

62. The quorum for a meeting of members for
purposes of a resolution of members is that fixed by the
Memorandum or Articles; but where no quorum is so
fixed, a meeting of members is properly constituted for all
purposes if at the commencement of the meeting there are
present in person or by proxy shareholders representing
more than one-half of the shares of each class or series
thereof.

63. (1) Except as otherwise provided in the
Memorandum or Articles, all shares vote as one class and
each whole share has one vote.

(2) The directors of a company incorporated under
this Act may fix the date notice is given of a meeting as the
record date for determining those shares that are entitled to
vote at the meeting.

64. Subject to any limitations in the Memorandum
or Articles, an action that may be taken by members at a
meeting of members may also be taken by a resolution of
all members consented to in writing or by telex, telegram,
telefax, cable or other written electronic communication,
without the need for any notice.

65. Any notice, information or written statement
required under this Act to be given to members by a
company shall be served, in the case of members holding
registered shares —

(a) in the manner prescribed in the Memorandum or
Articles, as the case may be; or

(b) in the absence of a provision in the
Memorandum or Articles, by personal service or
by mail addressed to each member at the address
shown in the Share Register.

Quorum for
meeting of
members.

Voting by
members.

Consents of
members.

Service of notice
on members.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

66. (1) Any summons, notice, order, document,
process, information or written statement to be served on a
company may be served by leaving it, or by sending it by
registered mail addressed to the company at its registered
office or by leaving it with, or by sending it by registered
mail to the registered agent of the company.

(2) Service of any summons, notice, order,
document, process, information or written statement to be
served on a company may be proved by showing that the
summons, notice, order, document, process, information or
written statement —

(a) was mailed in such time as to admit to its being
delivered in the normal course of delivery,
within the period prescribed for service; and

(b) was correctly addressed and the postage was
prepaid.

67. (1) A company shall keep such financial
statements, accounts and records as the directors consider
necessary or desirable in order to reflect the financial
position of the company.

(2) A company shall keep at its registered office —
(a) a copy of the Memorandum and Articles and all

amendments thereto;
(b) a register of all its directors and officers,

and such other records as the Minister may by order
prescribe.

(3) A company shall have a common seal and an
imprint thereof shall be kept at the registered office of the
company.

68. (1) A member of a company may, in person or
by attorney and in furtherance of a proper purpose, request
in writing specifying the purposes, to inspect during
normal business hours the Share Register of the company
and the books, records, minutes and consents kept by the
company and to make copies of extracts therefrom.

(2) For the purposes of subsection (1), a proper
purpose is a purpose reasonably related to the members
interest as a member.

(3) If a request under subsection (1) is submitted by
an attorney for a member, the request shall be accompanied
by a power of attorney authorising the attorney to act for
the member.

Service of
process, etc., on
company.

Books, records
and common
seal.

Inspection of
books and
records.

INTERNATIONAL BUSINESS COMPANIES [CH.309 – 41



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(4) If the company, by a resolution of directors,
determines that it is not in the best interest of the company
or of any other member of the company to comply with a
request under subsection (1), the company may refuse the
request.

(5) Upon refusal by the company of a request under
subsection (1), the member may before the expiration of a
period of 90 days of his receiving notice of the refusal,
apply to the court for an order to allow the inspection.

69. (1) Contracts may be entered into on behalf of a
company as follows —

(a) a contract that, if entered into between
individuals, is required by law to be in writing
and under seal, may be entered into by or on
behalf of the company in writing under the
common seal of the company, and may, in the
same manner, be varied or discharged;

(b) a contract that, if entered into between
individuals, is required by law to be in writing
and signed by the parties, may be entered into by
or on behalf of the company in writing and
signed by a person acting under the express or
implied authority of the company, and may, in
the same manner, be varied or discharged; and

(c) a contract that, if entered into between
individuals, is valid although entered into orally,
and not reduced to writing, may be entered into
orally by or on behalf of the company by a
person acting under the express or implied
authority of the company, and may in the same
manner, be varied or discharged.

(2) A contract entered into in accordance with this
section is valid and is binding on the company and its
successors and all other parties to the contract.

(3) Without affecting paragraph (a) of subsection
(1), a contract, agreement or other instrument executed by
or on behalf of a company by a director or an authorised
officer or agent of the company is not invalid by reason
only of the fact that the common seal of the company is not
affixed to the contract, agreement or instrument.

70. (1) A person who enters into a written contract
in the name of or on behalf of a company before the
company comes into existence, shall be personally bound

Contracts
generally.

Pre-
incorporation
contracts.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

by the contract and is entitled to the benefits of the
contract, except where —

(a) the contract specifically provides otherwise; or
(b) subject to any provisions of the contract to the

contrary, the company adopts the contract, under
subsection (2).

(2) Within a period of 90 days after a company
comes into existence, the company 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 came into existence.

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

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

(b) subject to any provisions of the contract to the
contrary, the person who acted in the name of or
on behalf of the company ceases to be bound by
or entitled to the benefits of the contract.

71. A promissory note or bill of exchange shall be
deemed to have been made, accepted or endorsed by a
company if it is made, accepted or endorsed in the name of
the company —

(a) by or on behalf or on account of the company; or
(b) by a person acting under the express or implied

authority of the company,
and if so endorsed, the person signing the endorsement
shall not be liable thereon.

72. (1) A company may, by an instrument in
writing, whether or not under its common seal, authorise a
person, either generally or in respect of any specified
matter, as its agent to act on behalf of the company and to
execute contracts, agreements, deeds and other instruments
on behalf of the company.

(2) A contract, agreement, deed or other instrument
executed on behalf of the company by an agent appointed
under subsection (1), whether or not under his seal, is
binding on the company and has the same effect as if it
were under the common seal of the company.

Notes and bills of
exchange.

Power of
Attorney.

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(3) A power of attorney under this section applies
both within and outside The Bahamas.

73. (1) A document requiring authentication or
attestation by a company may be signed by a director, a
secretary or by an authorised officer or agent of the
company, and need not be under its common seal.

(2) If the signature of any director, officer or agent
authenticating or attesting any document is verified in
writing by the registered agent of a company, the company
is bound by the document.

74. If at any time there is no member of a company,
any person doing business in the name of or on behalf of
the company is personally liable for the payment of all
debts of the company contracted during the time and the
person may be sued therefor without joinder in the
proceedings of any other person.

PART VII
MERGER, CONSOLIDATION, SALE OF ASSETS,

FORCED REDEMPTIONS, ARRANGEMENTS AND
DISSENTERS

75. In this Part —
“consolidated company” means the new company

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

“consolidation” means the fusion 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 other existing companies;

“merger” means the merging of two or more
constituent companies into one of the
constituent companies;

“parent company” means a company that owns more
than 50 per cent of the outstanding voting
shares of each class and series of shares in
another company:

Provided that for the purposes of section 77
it means a company that owns more than 90 per
cent of such shares as aforesaid;

Authentication
or attestation.

Company
without a
member.

Interpretation for
purposes of Part
VII.

S.I. 128/2001.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

“subsidiary company” means a company more than
50 per cent of whose outstanding voting shares
are owned by another company:

Provided that for the purposes of section 77
it means a company more than 90 per cent of
whose shares as aforesaid are owned by another
company;

“surviving company” means the constituent company
into which one or more other constituent
companies are merged.

76. (1) Two or more companies incorporated under
this Act may merge or consolidate in accordance with
subsections (3) to (5).

(2) One or more companies incorporated under this Act
may merge or consolidate with one or more companies
incorporated under the Companies Act in accordance with
subsections (3) to (5) if the surviving company or the
consolidated company will satisfy the requirements prescribed
for an International Business Company by section 4.

(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
consolidated company;

(b) in respect of each constituent company —
(i) the designation and number of outstanding

shares of each class and series of shares
specifying each such class and series
entitled to vote on the merger or
consolidation; and

(ii) a specification of each such class and
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
company into shares, debt obligations or other
securities in the surviving 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

S.I. 128/2001.

Merger and
consolidation.

S.I. 128/2001.

Ch. 308.

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(e) in respect of a consolidation, everything
required to be included in the Memorandum and
Articles for a company incorporated under this
Act except statements as to facts not available at
the time the plan of consolidation is approved by
the directors.

(4) Some or all 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 shares of other classes or series of
shares, may be converted into other property.

(5) The following provisions apply in respect of a
merger or consolidation under this section —

(a) the plan of merger or consolidation shall be
authorised by a resolution of members and the
outstanding shares of a class or series of shares
are entitled to vote on the merger or
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
consolidation 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 for a company;

S.I. 128/2001.

CH.309 – 46] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

(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 authorised 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;

(f) upon the registration of the articles of merger or
consolidation, the Registrar shall issue a
certificate under his hand and seal certifying that
the articles of merger or consolidation have been
registered.

(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.

77. (1) A parent company incorporated under this
Act may merge with one or more subsidiary companies
incorporated under this Act or under the Companies Act
without the authorisation of the members of any company
in accordance with subsections (2) to (6), if the surviving
company is a company incorporated under 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 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 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

Merger with
subsidiary.

Ch. 308.

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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 or
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;
(b) the date on which the Memorandum and Articles

of each constituent company were registered by
the Registrar;

(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.

(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.

78. (1) A merger or consolidation is effective on the
date the articles of merger or consolidation are registered
by the Registrar or such date subsequent thereto, not
exceeding 30 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 consolidated
company insofar as is consistent with its
Memorandum and Articles, as amended or
established by the articles of merger or
consolidation, has all rights, privileges,

Effect of merger
or consolidation.

CH.309 – 48] INTERNATIONAL BUSINESS COMPANIES





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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
automatically 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
incorporated under this Act, are the
Memorandum, and Articles of the consolidation
company;

(d) property of every description, including choses
in action and the business of each of the
constituent companies, immediately vests in the
surviving company or the consolidated
company; and

(e) the surviving company or the consolidated
company shall be liable for all claims, debts,
liabilities and obligations of each of the
constituent 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, is released or impaired
by the merger or consolidation; and

(b) no proceedings, whether civil or criminal
pending 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, prosecuted,
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
proceedings for a constituent company.

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(4) The Registrar shall strike off the Register —
(a) a constituent company that is not the surviving

company in a merger;
(b) a constituent company that participates in a

consolidation.
79. (1) One or more companies incorporated under

this Act may merge or consolidate with one or more
companies incorporated under the laws of jurisdictions
outside The Bahamas in accordance with subsections (2) to
(4), including where one of the constituent companies is a
parent company and the other constituent companies are
subsidiary companies, if the merger or consolidation is
permitted by the laws of the jurisdiction in which the
companies incorporated outside The Bahamas are
incorporated.

(2) The following provisions apply in respect of a
merger or consolidation under this section —

(a) a company incorporated under this Act shall
comply with the provisions of this Act with
respect to the merger or consolidation, as the
case may be, of companies incorporated under
this Act and a company incorporated under the
laws of a jurisdiction outside The Bahamas shall
comply with the laws of that jurisdiction; and

(b) if the surviving company or the consolidated
company is to be incorporated under the laws of
a jurisdiction outside The Bahamas, it shall
submit to the Registrar —

(i) an agreement that a service of process may
be effected on it in The Bahamas in
respect of proceedings for the enforcement
of any claim, debt, liability or obligation
of a constituent company incorporated
under this Act or in respect of proceedings
for the enforcement of the rights of a
dissenting member of a constituent
company incorporated under this Act
against a surviving company or the
consolidated company;

(ii) an irrevocable appointment of the
Registrar as its agent to accept service or
process in proceedings referred to in
subparagraph (i);

Merger or
consolidation
with foreign
company.

CH.309 – 50] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

(iii) an agreement that it will promptly pay to
the dissenting members of a constituent
company incorporated under this Act the
amount, if any, to which they are entitled
under this Act with respect to the rights of
dissenting members; and

(iv) a certificate of merger or consolidation
issued by the appropriate authority of the
foreign jurisdiction where it is
incorporated; or if no certificate of merger
is issued by the appropriate authority of
the foreign jurisdiction, then, such
evidence of the merger or consolidation as
the Registrar considers acceptable.

(3) The effect under this section of a merger or
consolidation shall be the same as in the case of a merger
or consolidation under section 76 if the surviving company
or the consolidated company is incorporated under this
Act, but if the surviving company or the consolidated
company is incorporated under the laws of a jurisdiction
outside The Bahamas, the effect of the merger or
consolidation shall be the same as in the case of a merger
or consolidation under section 76 except insofar as the laws
of the other jurisdiction otherwise provide.

(4) If the surviving company or the consolidated
company is incorporated under this Act, the merger or
consolidation is effective on the date the articles of merger
or consolidation are registered by the Registrar or on such
date subsequent thereto, not exceeding 30 days, as is stated
in the articles of merger or consolidation; but if the
surviving company or the consolidated company is
incorporated under the laws of a jurisdiction outside The
Bahamas, the merger or consolidation is effective as
provided by the laws of that other jurisdiction.

80. Any sale, transfer, lease, exchange or other
disposition of more than 50 per cent, by 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 as follows —

(a) the proposed sale, transfer, lease, exchange, or
other disposition shall be approved by the
directors;

(b) upon approval of the proposed sale, transfer,
lease exchange or other disposition, the directors

Disposition of
assets.

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shall submit the proposal to the members for it
to be authorized by a resolution of members;

(c) if the 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.

81. (1) Subject to any limitations in the
Memorandum or Articles —

(a) members holding 90 per cent of the votes of the
outstanding shares entitled to vote; and

(b) members holding 90 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 a merger or consolidation under section 76, may give a
written instruction to a company directing the company to
redeem the shares held by the remaining members.

(2) Upon receipt of the written instruction 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
member whose shares are to be redeemed stating the
redemption price and the manner in which the redemption
is to be effected.

82. (1) In this section “arrangement” means —
(a) a reorganisation or reconstruction of a company;
(b) a separation of two or more businesses carried

on by a company;
(c) any combination of any of the things specified in

paragraphs (a) and (b).
(2) The directors of the company may, by a

resolution of directors, approve a plan of arrangement that
contains the details of the proposed arrangement.

Redemption of
minority shares.

Arrangements.

CH.309 – 52] INTERNATIONAL BUSINESS COMPANIES





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(3) Upon approval of the plan of arrangement by the
directors, 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 and in which case notice of appeal shall be given
within the period of 20 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
83;

(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.

(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;

19 of 2001, s. 19.

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(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.

(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 the requirements of this Act in respect of the
arrangement.

(11) An arrangement is effective on the date the
articles of arrangement are registered by the Registrar or on
such date subsequent thereto, not exceeding 30 days, as is
stated in the articles of arrangement.

83. (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 50 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;

(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 10;

Rights of
dissenters.

CH.309 – 54] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

(d) a redemption of his shares by the company
pursuant to section 81; and

(e) an arrangement, if permitted by the court.
(2) A member who desires to exercise his

entitlement under subsection (1) shall give to the company,
before the meeting of members at which the action is
submitted to a vote, or at the meeting but before the vote,
written objection to the action; but an objection is not
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 20 days immediately following the date
on which the vote of members authorising 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 authorisation 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 who elects to dissent shall, within 20 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
this section shall give to the company a written notice of
his decision to elect to dissent within 20 days immediately
following the date on which the copy of the plan of merger
or an outline thereof is given to him in accordance with this
section.

(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 ceases to

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have any of the rights of a member except the right to be
paid the fair value of his shares.

(8) Within 7 days immediately following the date of
the expiration of the period within which members may
give their notices of election to dissent, or within 7 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 30 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 30 days referred to in subsection (8) to
agree on the price to be paid for the shares owned by the
member, within 20 days immediately following the date on
which the period of 30 days expires, the following shall
apply —

(a) the company and the dissenting member shall
each designate an appraiser;

(b) the two designated appraisers 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 authorising the
action was taken or the date on which written
consent of members without a meeting was
obtained, excluding any appreciation or
depreciation directly or indirectly induced by the
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

CH.309 – 56] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

shares of a surviving company, they shall be available for
re-issue.

(11) The enforcement by a member of his entitlement
under this section excludes the enforcement by the member
of a right to which he might otherwise be entitled by virtue
of his holding shares, except that this section does not
exclude the right of the member to institute proceedings to
obtain relief on the ground that the action is illegal.

PART VIII
CONTINUATION

84. (1) A company incorporated under the Compa-
nies Act or incorporated under the laws of a jurisdiction
outside The Bahamas may continue as a company
incorporated under this Act as follows —

(a) articles of continuation, written in the English
language or if written in a language other than
the English language, accompanied by a
certified translation into the English language,
shall be approved —

(i) by a majority of the directors or the other
persons who are charged with exercising
the powers of the company; or

(ii) in such other manner as may be
established by the company for exercising
the powers of the company;

(b) the articles of continuation shall contain —
(i) the name of the company and the name

under which it is being continued;
(ii) the jurisdiction under which it is

incorporated;
(iii) the date on which it was incorporated;
(iv) the information required to be included in

a Memorandum under section 13(1); and
(v) the amendments to its Memorandum and

Articles, or their equivalent, that are to be
effective upon the registration of the
articles of continuation;

(c) the articles of continuation, accompanied by a
copy of the Memorandum and Articles of the
company, or their equivalent, written in the
English language or if written in a language
other than the English language, accompanied
by a certified translation into the English

Continuation.
Ch. 308.

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language and in the case of a foreign company,
evidence satisfactory to the Registrar that the
company is in good standing, shall be submitted
to the Registrar who shall retain and register
them in the register; and

(d) upon the registration of the articles of
continuation, the Registrar shall issue a
certificate of continuation under his hand and
seal certifying that the company is incorporated
under this Act.

(2) A company incorporated under the laws of a
jurisdiction outside The Bahamas shall be entitled to
continue as a company incorporated under this Act
notwithstanding any provision to the contrary in the laws
of the jurisdiction under which it is incorporated.

(3) Notwithstanding any provisions of the
Companies Act, a company incorporated under that Act
may, by resolution of the directors, continue the
incorporation of the company under this Act.

85. (1) A company incorporated under the laws of a
jurisdiction outside The Bahamas may apply to the
Registrar for provisional registration to continue as a
company incorporated under this Act by complying with
section 84(1)(a) and (b) and by submitting to the Registrar
the following documents —

(a) the articles of continuation, accompanied by a
copy of the Memorandum and Articles of the
company, or their equivalent written in the
English language or if written in a language
other than the English language accompanied by
a certified translation into the English language,

and evidence satisfactory to the Registrar that
the Company is in good standing; and

(b) a written authorisation designating one or more
persons who may give notice to the Registrar, by
telefax, telex, telegram, cable or other electronic
means or by registered mail that the articles of
continuation should become effective.

(2) The Registrar shall not, prior to the receipt of the
notice referred to in subsection (1), permit any person to
inspect the documents referred to in subsection (1) and
shall not divulge any information in respect thereof.

Ch. 308.

Provisional
registration.

S.I. 128/2001.

CH.309 – 58] INTERNATIONAL BUSINESS COMPANIES





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(3) Upon receipt of the notice referred to in
subsection (1), the Registrar shall —

(a) register the documents referred to in subsection
(1) in the Register; and

(b) issue a certificate of continuation under his hand
and seal certifying that the company is
incorporated under this Act.

(4) For purposes of subsection (3), the Registrar
may rely on a notice referred to in subsection (1) sent, or
purported to be sent, by a person named in the written
authorisation.

(5) Prior to the registration of the documents
referred to in subsection (1), a company may rescind the
written authorisation referred to in subsection (1) by
delivering to the Registrar a written notice of rescission.

(6) If the Registrar does not receive a notice referred
to in subsection (1) from a person named in the written
authorisation within one year immediately following the
date on which the documents referred to in subsection (1)
were submitted to the Registrar, the articles of continuation
are rescinded.

(7) A company entitled to submit to the Registrar
the documents referred to in subsection (1) may authorise
the Registrar to accept as resubmitted the documents
referred to in that subsection, before or after the documents
previously submitted referred to in subsection (1) have
been rescinded.

86. A certificate of continuation issued by the
Registrar under section 84(1)(d) or under section 85(3)
shall be prima facie evidence of compliance with all
requirements of this Act in respect of continuation.

87. (1) From the time of the issue by the Registrar of
a certificate of continuation under section 84(1)(d) or under
section 85(3) —

(a) the company to which the certificate relates —
(i) continues to be a body corporate

incorporated under this Act, under the
name designated in the articles of
continuation;

(ii) is capable of exercising all powers of a
company incorporated under this Act; and

Certificate of
continuation.

Effect of
continuation.

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(iii) is no longer to be treated as a company
incorporated under the Companies Act or
a company incorporated under the laws of
a jurisdiction outside The Bahamas;

(b) the Memorandum and Articles of the company,
or their equivalent, as amended by the articles of
continuation, are the Memorandum and Articles
of the company;

(c) property of every description, including choses
in action and the business of the company,
continues to be vested in the company; and

(d) the company continues to be liable for all of its
claims, debts, liabilities, and obligations.

(2) Where a company is continued under this Act —
(a) no conviction, judgment, ruling, order, claim,

debt, liability, or obligation due or to become
due and no cause existing, against the company
or against any member, director, officer or agent
thereof, is released or impaired by its
continuation as company under this Act; and

(b) no proceedings, whether civil or criminal, pending
at the time of the issue by the Registrar of a
certificate of continuation under section 84(1)(d)
or under section 85(3) by or against the company,
or against any member, director, officer or agent
thereof, are abated or discontinued by its
continuation as a company under this Act, but the
proceedings may be enforced, prosecuted, settled
or compromised by or against the company or
against the member, director, officer or agent
thereof, as the case may be.

(3) All shares in the company that were outstanding
prior to the issue by the Registrar of a certificate of
continuation under section 84(1)(d) or under section 85(3)
in respect of the company shall be deemed to have been
issued in conformity with this Act, but a share that at the
time of the issue of the certificate of continuation was not
fully paid remains unpaid, and until the share is paid up,
the member holding the share remains liable for the
amount unpaid on the share.

(4) If at the time of the issue by the Registrar of a
certificate of continuation under section 84(1)(d) or under
section 85(3) in respect of the company any provisions of

Ch. 308.

CH.309 – 60] INTERNATIONAL BUSINESS COMPANIES





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the Memorandum and Articles of the company do not in
any respect accord with this Act —

(a) the provisions of the Memorandum and Articles
continue to govern the company until the
provisions are amended to accord with this Act
or for a period of 2 years immediately following
the date of the issue of the certificate of
continuation, whichever is the sooner;

(b) any provisions of the Memorandum and Articles
of the company that are in any respect in conflict
with this Act cease to govern the company when
the provisions are amended to accord with this
Act or after expiration of a period of 2 years
after the date of issue of the certificate of
continuation whichever is the sooner; and

(c) the company shall make such amendments to its
Memorandum and Articles as may be necessary to
accord with this Act within a period that is not
later than 2 years immediately following the date
of the issue of the certificate of continuation.

88. (1) Subject to any limitations in its Memorandum
or Articles a company incorporated under this Act may, by a
resolution of directors or by a resolution of members,
continue as a company incorporated under the laws of a
jurisdiction outside The Bahamas in the manner provided
under those laws.

(2) A company incorporated under this Act that
continues as a company incorporated under the laws of a
jurisdiction outside The Bahamas, does not cease to be a
company incorporated under this Act unless the laws of the
jurisdiction outside The Bahamas permit the continuation
and the company has complied with those laws.

(3) Where a company incorporated under this Act
continues under the laws of a jurisdiction outside The
Bahamas —

(a) the company continues to be liable for all of its
claims, debts, liabilities and obligations that
existed prior to its continuation as a company
under the laws of the jurisdiction outside The
Bahamas;

(b) no conviction, judgment, ruling, order, claim,
debt, liability or obligation due or to become
due, and no cause existing against the company
or against any member, director, officer or agent
thereof, is released or impaired by its

Continuation
under foreign
law.

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continuation as a company under the laws of the
jurisdiction outside The Bahamas; and

(c) no proceedings, whether civil or criminal,
pending by or against the company, or against
any member, director, officer or agent thereof,
are abated or discontinued by its continuation as
a company under the laws of the jurisdiction
outside The Bahamas, but the proceedings may
be enforced, prosecuted, settled or compromised
by or against the company or against the
member, director officer or agent thereof, as the
case may be.

(4) Where a company incorporated under this Act
continues under the laws of a jurisdiction outside The
Bahamas, the company shall submit to the Registrar a legal
opinion by a person duly qualified in that jurisdiction
that —

(a) the laws of the jurisdiction outside The Bahamas
permit the continuation; and

(b) the company has complied with those laws; and
upon receiving such legal opinion the Registrar
shall —

(i) strike the company off the Register; and
(ii) issue a certificate under his hand and seal

certifying that the company has ceased to
be a company incorporated under this Act.

88A. (1) A company incorporated under this Act
or continued under this Act may, if it will satisfy the
requirements for a company incorporated under the
Companies Act continue as a company under that Act.

(2) The provisions of sections 84 and 87 of this Act
shall apply mutatis mutandis to a company continued under
the Companies Act as referred to under subsection (1).

(3) Where a company incorporated under this Act
has been issued a certificate of continuation to continue as
a company incorporated under the Companies Act, section
187 of this Act shall not apply.


PART IX

WINDING-UP, DISSOLUTION AND STRIKING-OFF
89. For the purposes of this Part “contributory”

means every person liable to contribute to the assets of a

Continuation
under the
Companies Act
Ch. 308.
14 of 2004.

Definition of
“contributory”.

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company 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.

90. (1) The liability of any person to contribute to
the assets of a company, 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.

(2) Without affecting subsection (1), where a
contributory is bankrupt, the estimated value of his liability
to future calls, as well as calls already made, may be
proved against his estate.

91. 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.

92. 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.

93. A company 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) where at any time there is no member of the
company;

Nature of
liability of
contributory.

Contributories in
case of death.

Contributories in
case of
bankruptcy.

Circumstances
giving rise to
winding-up by
court.

19 of 2001, s. 20.

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(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.
94. A company 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 of 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.

95. Any application to the court for the winding up
of a company 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.

96. Any judge of a court may do in chambers any
act which the court is authorized to do in a winding up by
the court.

97. 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.

98. The court may, at any time after the presentation
of a petition for winding up a company under this Act, and

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.

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before making an order for winding up the company, upon
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.

99. 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.

100. 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.

101. 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.

102. 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.

103. 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.

104. (1) Subject to subsection (2), the court may, as
to all matters relating to the winding up, have regard to the
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

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.

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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
105. For the purpose of conducting the proceedings

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.

106. (1) 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.

(2) There shall be paid to the official liquidator such
salary or remuneration, by way of percentages or
otherwise, 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.

107. 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.

108. The official liquidator may, with the approval of
the court, do any or all of the following —

Appointment of
official
liquidator.

Remuneration
of official
liquidator.

Style and duties
of official
liquidator.

Powers of official
liquidator.

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(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
drawing, 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,
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 of 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

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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.

109. 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.

110. (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.

111. 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
112. 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.

113. 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,

Discretion of
official
liquidator.

Vesting of
property in
liquidator.

Assistance for
liquidator.

Collection and
application of
assets.

Provisions as to
representative
contributories.
19 of 2001, s. 21.

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but such heirs or devisees may be added as and when the
court thinks fit.

114. 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.

115. (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 Part.

(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 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.

116. 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 cost,
charges, and expenses of winding it up, and for the
adjustment of the rights of the contributories amongst

Power of court to
require delivery
of property.

Power of court to
order payment of
debts by
contributory.

Power of court to
make calls.

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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.

117. The court may order any contributory,
purchaser, 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.

118. 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.

119. 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
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.

120. 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.

121. 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.

122. The court shall adjust the rights of the
contributories amongst themselves, and distribute any
surplus that may remain amongst the parties entitled
thereto.

Power of court to
order payment
into bank.

Regulation of
account with
court.

Representative
contributory not
paying monies
ordered.

Order conclusive
evidence.

Court may
exclude creditors
not proving in
certain time.

Court to adjust
rights of
contributories.

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123. 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.

124. When the affairs of the company have been
completely wound up, the court may make an order that the
company shall be dissolved accordingly.

125. Any order so made shall be reported by the
official liquidator to the Registrar who shall make a minute
in the Register of the dissolution of such company.

Extraordinary Powers of Court
126. 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
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.

127. 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.

128. 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

Court to order
costs.

Dissolution of
company.

Registrar to
make minute of
dissolution.

Power of court to
summon persons.

Examination of
parties by court.

Power of arrest.

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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.

129. 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.

130. 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.

131. A company shall commence to wind up and
dissolve by a resolution of directors upon the expiration of
such time as may be prescribed in its Memorandum or
Articles for its existence.

132. (1) A company that has never issued shares may
voluntarily commence to wind up and dissolve by a
resolution of directors.

(2) Subject to any limitations or provisions to the
contrary in its Memorandum or Articles, a company that
has previously issued shares may voluntarily commence to
wind up and dissolve by a resolution of members or by a
resolution of directors.

133. (1) A resolution of members or directors to
voluntarily wind up and dissolve a company shall also
appoint a liquidator for the purpose of winding up the
affairs of the company and distributing its property.

(2) 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.

134. Upon the commencement of a winding-up and
dissolution required under section 131 or permitted under
section 132 the directors may —

Powers of court
cumulative.

Power to enforce
orders.

Winding-up by
resolution of
directors.

Voluntary
winding-up and
dissolution.

Appointment of
liquidator.

Powers of
directors in a
winding-up and
dissolution.

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(a) authorise a liquidator, by a resolution of
directors, to carry on the business of the
company only if the liquidator determines that to
do so would be necessary or in the best interests
of the creditors or members of the company; and

(b) determine to rescind the articles of dissolution
only as permitted under section 140.

135. (1) A liquidator shall, upon his appointment in
accordance with this Part and upon the commencement of a
winding-up and dissolution, proceed —

(a) to identify all assets of the company;
(b) to identify all creditors of and claimants against

the company;
(c) to pay or provide for payment of, or to

discharge, all claims, debts, liabilities and
obligations of the company;

(d) to distribute any surplus assets of the company
to the members in accordance with the
Memorandum and Articles;

(e) to prepare or cause to be prepared a statement of
account in respect of the actions and transactions
of the liquidator; and

(f) to send a copy of the statement of account to
members if so required by the plan of
dissolution required by section 138.

(2) A transfer, including a prior transfer, described
in section 11(2) of all or substantially all of the assets of a
company incorporated under this Act for the benefit of the
creditors and members of the company, is sufficient to
satisfy the requirements of subsection (1)(c) and (d).

136. (1) In order to perform the duties imposed on
him under section 135, a liquidator has all the powers of
the company that are not reserved to the members under
this Act or in the Memorandum or Articles, including, but
not limited to, the power —

(a) to take custody of the assets of the company,
and, in connection therewith, to register any
property of the company in the name of the
liquidator or that of his nominee;

(b) to sell any assets of the company at public
auction or by private sale without any notice;

(c) to collect the debts and assets due or belonging
to the company;

Duties of
liquidator.

S.I. 128/2001.

Powers of
liquidator.

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(d) to borrow money from any person for any
purpose that will facilitate the winding-up and
dissolution of the company and to pledge or
mortgage any property of the company as
security for any such borrowing;

(e) to negotiate, compromise, and settle any claim,
debt, liability or obligation of the company;

(f) to prosecute and defend, in the name of the
company or in the name of the liquidator or
otherwise, any action or other legal proceedings;

(g) to retain counsel and attorneys, accountants and
other advisers and appoint agents;

(h) to carry on the business of the company, if the
liquidator has received authorisation to do so in
the plan of dissolution or by a resolution of
directors permitted under section 134, as the
liquidator may determine to be necessary or to
be in the best interest of the creditors or
members of the company;

(i) to execute any contract, agreement or other
instrument in the name of the company or in the
name of the liquidator; and

(j) to make any distribution in money or in other
property or partly in each, and if in other
property, to allot the property, or an undivided
interest therein, in equal or unequal proportions.

(2) Notwithstanding subsection (1)(h), a liquidator
shall not, without the permission of the court, carry on for a
period in excess of two years the business of a company
that is being wound up and dissolved under this Act.

137. 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.

19 of 2001, s. 22.

Power of
liquidators or
contributories in
voluntary
winding up to
apply to court.

CH.309 – 74] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

138. (1) The directors of a company required under
section 131 or proposing under section 132 to wind up and
dissolve the company shall approve a plan of dissolution
containing —

(a) a statement of the reason for the winding-up and
dissolving;

(b) a statement that the company is, and will
continue to be, able to discharge or pay or
provide for the payment of all claims, debts,
liabilities and obligations in full;

(c) a statement that the winding-up will commence
on the date when articles of dissolution are
submitted to the Registrar or on such date
subsequent thereto, not exceeding 30 days, as is
stated in the articles of dissolution;

(d) a statement of the estimated time required to
wind up and dissolve the company;

(e) a statement as to whether the liquidator is
authorised to carry on the business of the
company if the liquidator determines that to do
so would be necessary or in the best interest of
the creditors or members of the company;

(f) a statement of the name and address of each
person to be appointed a liquidator and the
remuneration proposed to be paid to each
liquidator; and

(g) a statement as to whether the liquidator is
required to send to all members a statement of
account prepared or caused to be prepared by the
liquidator in respect of his actions or
transactions.

(2) If a winding-up and dissolution is being effected
in a case where section 132(2) is applicable —

(a) the plan of dissolution shall be authorised by a
resolution of members, or a resolution of
directors, as the case may be, and the holders of
the outstanding shares of a class or series of
shares are entitled to vote on the plan of
dissolution as a class or series only if the
Memorandum or Articles so provide;

(b) if a meeting of members is to be held, notice of
the meeting, accompanied by a copy of the plan
of dissolution shall be given to each member,

Procedure on
winding-up and
dissolution.

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whether or not entitled to vote on the plan of
dissolution; and

(c) if it is proposed to obtain the written consent of
members, a copy of the plan of dissolution shall
be given to each member, whether or not
entitled to consent to the plan of dissolution.

(3) After approval of the plan of dissolution by the
directors, and if required, by the members in accordance
with subsection (2), articles of dissolution shall be
executed by the company and shall contain —

(a) the plan of dissolution; and
(b) the manner in which the plan of dissolution was

authorised.
(4) Articles of dissolution shall be submitted to the

Registrar who shall retain and register them in the Register
and within 30 days immediately following the date on
which the articles of dissolution are submitted to the
Registrar, the company shall cause to be published, in the
Gazette, in a publication of general circulation in The
Bahamas and in a publication of general circulation in the
country or place where the company has its principal
office, a notice stating —

(a) that the company is in dissolution;
(b) the date of commencement of the dissolution;

and
(c) the name and addresses of the liquidators.
(5) A winding-up and dissolution commences on the

date the articles of dissolution are registered by the
Registrar or on such date subsequent thereto, not exceeding
30 days, as is stated in the articles of dissolution.

(6) A liquidator shall, upon completion of a winding-
up and dissolution, submit to the Registrar a notice that the
winding-up and dissolution has been completed and upon
receiving the notice, the Registrar shall —

(a) strike the company off the Register; and
(b) issue a certificate of dissolution under his hand

and seal certifying that the company has been
dissolved.

(7) Where the Registrar issues a certificate of
dissolution under his hand and seal certifying that the
company has been dissolved —

S.I. 128/2001.

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STATUTE LAW OF THE BAHAMAS LRO 1/2006

(a) the certificate shall be prima facie evidence of
compliance with all requirements of this Act in
respect of dissolution; and

(b) the dissolution of the company is effective from
the date of the issue of the certificate.

(8) Immediately following the issue by the Registrar
of a certificate of dissolution under subsection (6), the
liquidator shall cause to be published in the Gazette, in a
publication of general circulation in The Bahamas and in a
publication of general circulation in the country or place
where the company has its principal office, a notice that the
company has been dissolved and has been struck off the
Register.

139. Whenever a company is wound up voluntarily
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.

140. (1) In the case of a winding-up and dissolution
permitted under section 132, a company may prior to
submitting to the Registrar a notice specified in section
138(6), rescind the articles of dissolution by —

(a) a resolution of directors in the case of a
winding-up and dissolution under section
132(1); or

(b) a resolution of members or a resolution of
directors, as the case may be, in the case of
winding-up and dissolution under section
132(2).

(2) A copy of a resolution referred to in subsection
(1) shall be submitted to the Registrar who shall retain and
register it in the Register.

(3) Within 30 days immediately following the date
on which the resolution referred to in subsection (1) has
been submitted to the Registrar, the company shall cause a
notice stating that the company has rescinded its intention
to wind-up and dissolve to be published in the Gazette, in a
publication of general circulation in The Bahamas and in a
publication of general circulation in the country or place
where the company has its principal office.

Effect of
voluntary
winding up.

Rescission of
winding-up and
dissolution.

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141. Where —
(a) the directors or, as the case may be, the members

of a company that is required under section 131
or permitted under section 132 to wind up and
dissolve, at the time of the passing of the
resolution to wind-up and dissolve the company,
have reason to believe that the company will not
be able to pay or provide for the payment of or
discharge of all claims, debts, liabilities and
obligations of the company in full; or

(b) the liquidator after his appointment has reason
so to believe,

then, the directors, the members or the liquidator, as the
case may be, shall immediately give notice of the fact to
the Registrar.

Winding up subject to the Supervision of the
Court

142. 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 such
conditions as the court thinks just.

143. 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.

144. (1) Subject to subsection (2), the court may, in
determining whether a company is be wound up altogether
by the court or subject to the supervision of the court, 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

Winding-up and
dissolution of
company unable
to pay its claims,
etc.
19 of 2001, s. 23.

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.

CH.309 – 78] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

the case of contributories to the number of votes conferred
on each contributory by the regulations of the company.

145. (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
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.

146. (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 might have been 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.

147. Where an 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.




Powers of court
to appoint
additional
liquidators in
winding up

Effect of order of
court for winding
up subject to
supervision.

Appointment of
voluntary
liquidators to
office of official
liquidators.

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Supplemental Provisions
148. 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
the commencement of the winding up and the order for
winding up are, unless the court otherwise orders, void.

149. 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.

150. 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
voluntarily, 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.

151. 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.

152. 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.

Disposition after
the
commencement
of winding up to
be rendered void.

Books of the
company to be
evidence.

Disposal of
books, accounts
and documents of
the company.

Inspection of
books.

Power of assignee
to sue.

CH.309 – 80] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

153. 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
being made, so far as is possible, of 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.

154. 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.

155. (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
voluntarily 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

Debts to be
proved.

Rules to be
observed.

Preferential
payments.

S.I. 128/2001.

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meet them, in which case they shall abate in
equal proportions; and

(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 the 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 up 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, by 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.309 – 82] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

(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.

156. (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 liquidators
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.

157. (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 property is proposed to be transferred or sold to
another company, the liquidators of the first company may,

Liquidation
scheme may be
approved.

Acceptance of
shares etc., as
consideration for
sale of property
of company.

INTERNATIONAL BUSINESS COMPANIES [CH.309 – 83



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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 interest 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 interest, 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.309 – 84] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

158. 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.

159. 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.

160. (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; and

(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.

161. 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 hand or
become liable or accountable for any monies of
the company; or

(b) is guilty of any misfeasance or breach of trust in
relation to the company,

Mode of
determining
price.

Ch. 180.

Certain
attachments and
executions to be
void.

Fraudulent
preference.

Assessment of
damages against
delinquent
directors and
officers.

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the court may, on the application of any liquidator, or of
any creditor or contributory of the company,
notwithstanding 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.

162. 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.

163. 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.

164. The provisions of the Companies Act regarding
receivers and managers govern mutatis mutandis the
appointment, duties, powers and liabilities of receivers and
managers of the assets of any company incorporated under
this Act.

165. (1) Where the Registrar has reasonable cause to
believe that a company incorporated under this Act no
longer satisfies the requirements prescribed for an
International Business Company under section 14(1), 38(1)
and 44 the Registrar shall serve on the company an order
for compliance as prescribed in Part A of the Second
Schedule.

(2) If the Registrar does not receive a reply within
ninety days immediately following the date of the service

Prosecution of
delinquent
directors in
winding up by
court.

Prosecution of
delinquent
directors in
voluntary
winding up.

Receivers and
managers.
Ch. 308.

Striking-off.

14 of 2001.



Part A, Second
Schedule.

CH.309 – 86] INTERNATIONAL BUSINESS COMPANIES





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of the order referred to in subsection (1), the Registrar shall
strike the name of the company off the Register, unless the
company or any other person satisfies the Registrar that the
name of the company should not be struck off and the
Registrar shall publish notice of the striking-off in the
Gazette.

(3) Where a company has otherwise complied with
the requirements of the Act the Registrar shall upon request
by the company issue a declaration of compliance as
prescribed in Part B of the Second Schedule.

(4) A company that has been struck off the Register
under this section remains liable for all claims, debts,
liabilities and obligations of the company, and the striking-
off does not affect the liability of any of its members,
directors, officers or agents.

166. (1) If the name of a company has been struck off
the Register under section 165, the company or a creditor,
member or liquidator thereof, may within five years
immediately following the date of the striking off, apply to
the Registrar to have the name of the company restored to
the Register and upon payment to the Registrar of the
prescribed fee and all fees due under this Act, the Registrar
shall restore the name of the company to the Register and
upon restoration of the name of the company to the
Register, the name of the company shall be deemed never
to have been struck off the Register.

(2) If upon an application under subsection (1) the
court is satisfied that it would be fair and reasonable for the
name of the company to be restored to the Register, the
Court may order the name of the company to be restored to
the Register upon payment to the Registrar of all fees and
upon restoration of the name of the company to the
Register, the name of the company is deemed never to have
been struck off the Register.

(3) If a company has been dissolved or the period of
five years has expired under subsection (1) the company or
a creditor, member or liquidator thereof, may apply to the
court to have the name of the company restored to the
Register.

(4) For the purpose of this Part, the appointment of
an official liquidator under section 168 operates as an order
to restore the name of the company to the Register.







Part B, Second
Schedule.

Restoration to
Register.
S.I. 128/2001.
14 of 2004.

S.I. 128/2001.
14 of 2004.

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167. (1) Where the name of a company has been
struck-off the Register, the company and the directors,
members, liquidators and receivers thereof, may not
legally —

(a) commence legal proceedings, carry on any
business or in any way deal with the assets of
the company;

(b) defend any legal proceedings, make any claim or
claim any right for, or in the name of the
company; or

(c) act in any way with respect to the affairs of the
company.

(2) Notwithstanding subsection (1), where the name
of the company has been struck-off the Register, the
company, or a director, member, liquidator or receiver
thereof, may —

(a) make application for restoration of the name of
the company to the Register;

(b) continue to defend proceedings that were
commenced against the company prior to the
date of the striking-off; and

(c) continue to carry on legal proceedings that were
instituted on behalf of the company prior to the
date of striking-off.

(3) The fact that the name of a company is struck
off the Register does not prevent —

(a) that company from incurring liabilities;
(b) any creditor from making a claim against that

company through to judgment or execution; or
(c) the appointment by the court of an official

liquidator for that company under section 168.
168. The court may appoint a person to be the official

liquidator in respect of a company the name of which has
been struck off the Register.

169. (1) If the name of a company has been struck off
the Register under section 165(3) and remains struck off
continuously for a period of 5 years, the company shall be
deemed to have been dissolved, but the Registrar may, if
he determines that it is in the best interest of the Crown to
do so, apply to the court to have the company put into
liquidation and a person shall be appointed as the official
liquidator thereof.

Effect of
striking-off.

S.I. 128/2001.

Appointment of
official
liquidator.

Dissolution of
company
struck off.
S.I. 128/2001.

CH.309 – 88] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

(2) The duties of an official liquidator in respect of
a company in liquidation pursuant to subsection (1) are
limited to —

(a) identifying and taking possession of all assets of
the company;

(b) calling for claims by advertisement in the
Gazette and in such other manner as he deems
appropriate, requiring all claims to be submitted
to him within a period of not less than 90 days
immediately following the date of the
advertisement; and

(c) applying those assets that he recovers in the
following order of priority —

(i) in satisfaction of all licence fees and
penalties due to the Registrar; and

(ii) in satisfaction pari passu of all other
claims admitted by the official liquidator.

(3) In order to perform the duties with which he is
charged under subsection (2), the official liquidator may
exercise such powers as the court may consider reasonable
to confer on him.

(4) The official liquidator may require such proof as
he considers necessary to substantiate any claim submitted
to him and he may admit, reject or settle claims on the
basis of the evidence submitted to him.

(5) When the official liquidator has completed his
duties he shall submit a written report of his conduct of the
liquidation proceedings to the Registrar and, upon receipt
of the report by the Registrar, all assets of the company,
wherever situate, that are not disposed of, vest in the
Crown and the company is dissolved.

(6) The official liquidator is entitled to such
remuneration out of the assets of the company for his
services as the court approves, but if the company is unable
to discharge all of its claims, debts, liabilities and
obligations, payment of the official liquidator’s
remuneration shall be a charge on the Consolidated Fund.

(7) No liability attaches to an official liquidator —
(a) to account to creditors of the company who have

not submitted claims within the time allowed by
him; or

(b) for any failure to locate any assets of the
company.

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PART X
LIMITED DURATION COMPANY

170. In this Part —
“limited duration company” means an International

Business Company registered in accordance
with this Part.

171. (1) An International Business Company may at
any time apply to the Registrar to be registered as a limited
duration company.

(2) An application may also be made at the same
time as an application is made —

(a) to incorporate a company under section 3;
(b) to continue the incorporation of a company

under section 84.
(3) An application under this section shall in

addition to any other fee that may be payable be
accompanied by an application fee of two hundred dollars.

172. (1) The Registrar shall register as a limited
duration company a company that has made application
under section 171 if —

(a) the company has at least two subscribers or two
members;

(b) where the company was not already
incorporated as an International Business
Company prior to the application —

(i) the Memorandum of the company limits
the company’s duration to a period of 30
years or less; and

(ii) the name of company includes the words
“Limited Duration Company” or the
abbreviation “LDC”; and

(c) where the company was already incorporated as
an International Business Company prior to the
application —

(i) the Registrar has been supplied, where the
duration of the company is not already
limited to a period of 30 years or less, with
a certified copy of a resolution of the
company altering its Memorandum to
limit the duration of the company to a
period of 30 years or less; and

Interpretation for
purposes of Part
X.

International
Business
Company may
apply to be
registered as a
limited duration
company.

Registration of
limited duration
company.

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(ii) the Registrar has been supplied, in accordance
with section 18(2), with a copy of the
amendment changing its name to a name that
includes the words “Limited Duration
Company” or the abbreviation “LDC”.

(2) On registering an International Business Company
as a limited duration company the Registrar shall —

(a) where the company was not already incorporated
as an International Business Company prior to
the application, certify in the certificate of
incorporation issued in accordance with section
15(2) or the certificate of continuation

issued in accordance with section 84(1)(d) that
the company is registered as a limited duration
company; and

(b) where the company was already incorporated as
an International Business Company prior to the
application, certify in the certificate of
incorporation issued in accordance with section
15(2) that the company is registered as a limited
duration company stating the date of such
registration.

(3) A resolution passed for the purpose of
subsection (1)(c) shall have no effect until the company is
registered as a limited duration company.

173. (1) The Articles of a limited duration company
may provide that the transfer of any share or other interest
of a member of the company shall require the unanimous
resolution of all the other members.

(2) The Articles of a limited duration company may
provide that the management of the company is vested in
the members of the company in their capacity as such
either equally or in proportion to their share or other
ownership interest in the company or in such other manner
as may be specified in the Articles.

(3) Where the Articles of a limited duration
company contain the provisions referred to in subsection
(2) the Articles may contain such other provisions
concerning management as the members see fit including
but not limited to power for the members to appoint
managing agents removable with or without cause at any
time and subject to supervision by the members.

Contents of
Articles of
limited duration
company.

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174. (1) A limited duration company shall be taken to
have commenced voluntary winding-up and dissolution —

(a) when the period fixed for the duration of the
company expires;

(b) if the members of the company pass a resolution
that the company be wound up voluntarily; or

(c) subject to any contrary provision in the
Memorandum or Articles of the company, on the
expiry of a period of 90 days starting on —

(i) the death, insanity, bankruptcy, withdrawal,
retirement or resignation of a member of
the company;

(ii) the redemption, purchase, or cancellation
of all the shares of a member of the
company; or

(iii) the occurrence of any event which under
the Memorandum or Articles of the
company terminates the membership of a
member of the company,

unless there remain at least two members of the company
and the company is continued in existence by the written
resolution of such members pursuant to amended Articles
of the company adopted during the period of 90 days.

(2) Where the winding-up of a limited duration
company is taken to have commenced by virtue of
subsection (1) the members of the company shall by
resolution appoint a liquidator for the purpose of the
winding-up and if they fail to do so section 133(2) shall
apply.

(3) Sections 131 and 132 shall have no application
to a limited duration company.

175. (1) A company shall cease to be a limited
duration company if —

(a) the Registrar issues a certificate or dissolution
under section 138(6)(b);

(b) the Registrar issues a certificate of incorporation
in accordance with section 12(7) which records
a change of name for the company that does not
include the words “Limited Duration Company”
or the abbreviation “LDC”; or

(c) the company passes a resolution in accordance
with section 18 to alter its Memorandum to

Winding-up of a
limited duration
company.

Cancellation of
registration.

S.I. 128/2001.

CH.309 – 92] INTERNATIONAL BUSINESS COMPANIES





STATUTE LAW OF THE BAHAMAS LRO 1/2006

provide for a period of duration of the company
that exceeds or is capable of exceeding 30 years,

and in the case of paragraph (b) or (c) the company pays a
cancellation fee of two hundred dollars.

(2) On a company ceasing to be a limited duration
company —

(a) the Registrar shall, where the company has
ceased to be a limited duration company by
virtue of subsection (1)(b) or (c), issue to the
company a certificate of incorporation altered to
meet the circumstances of the case; and

(b) in all cases the certificate issued by virtue of
section 172(2) shall cease to have effect.

(3) A resolution passed for the purpose of
subsection (1)(c) has no effect until a certificate of
incorporation is issued by the Registrar under subsection
(2).

PART XI
FEES AND PENALTIES

176. (1) There shall be paid to the Registrar in respect
of the several matters mentioned in the Schedule the
several fees specified therein and such other fees as the
Minister may, by order, prescribe.

(2) If a company fails to pay the fee specified in the
third item of the First Schedule by the 1st day of April in
each year the fee increases by ten per cent of that amount.

(3) If a company fails to pay the amount due as an
increased fee under subsection (2) by 31st October, then,
the fee increases by fifty per cent of the fee specified in the
First Schedule .

(4) If a company fails to pay the increased licence
fee referred to in this section by the 31st December, the
Registrar shall strike the name of the Company off the
Register from the 1st January next ensuing.

(5) The Minister may by order amend the First
Schedule for the purpose of varying the fees specified
therein and any such order which vary the fees shall be
exempt from the provisions of section 31 of the
Interpretation and General Clauses Act but shall be subject
to an affirmative resolution of the House of Assembly.

S.I. 128/2001.

Fees.
19 of 2001,
s. 25(a) and (b).

First Schedule.

14 of 2004.

14 of 2004.

14 of 2004.

Ch. 2.

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(6) In subsection (4) “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.

177. Any penalty incurred under this Act shall be
paid to the Registrar.

178. (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.

179. 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.

180. A person who fails to keep a Share Register for
the purposes of section 29 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.

181. (1) A person who makes or assists in making a
report, return, notice or other document for submission to
the Registrar that —

(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.

19 of 2001,
s. 25(c).

Penalties payable
to Registrar.

Criminal liability
and proceedings.

Name offence.

Failure to keep
Share Register.

False reports and
false statements.

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182. A person who without reasonable cause
contravenes any 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.

183. Any fee or penalty payable under this Act that
remains unpaid for 30 days immediately following the date
on which demand for payment is made by the Registrar is
recoverable at the instance of the Attorney-General in civil
proceedings as a debt due to the Crown.

184. A company incorporated under this Act
continues to be liable for all fees and penalties payable
under this Act notwithstanding the name of the company
has been struck off the Register and all those fees, and
penalties have priority to all other claims against the assets
of the company.

185. All fees and penalties paid under this Act shall
be paid by the Registrar into the Consolidated Fund.

186. (1) The Registrar may refuse to take action
required of him under this Act for which a fee is prescribed
until all fees have been paid.

(2) The Registrar may refuse to continue under this
Act a company incorporated under the Companies Act
until all fees prescribed as payable by the company under
the Companies Act have been paid.

PART XII
EXEMPTIONS

187. (1) Notwithstanding any law other than section
28D(e) or 43 of the Stamp Act to the contrary a company
incorporated or continued under this Act or a member or
shareholder thereof shall not be subject to —

(a) any business licence fee, income tax,
corporation tax, capital gains tax or any other
tax on income or distributions accruing to or
derived from such company or in connection
with any transaction to which that company or
shareholder, as the case may be, is a party;

(b) any estate, inheritance, succession or gift tax,
rate, duty, levy or other charge payable in The
Bahamas with respect to any shares, debt
obligations or other securities of that company
or shareholder.

Miscellaneous
offence.

Recovery of
penalties, etc.

Company struck
off liable for fees,
etc.

Fees, etc., to be
paid into
Consolidated
Fund.
Fees payable to
Registrar.

Ch. 308.

Exemptions from
certain taxes etc.
14 of 2004.
18 of 2008, s. 10.
Ch. 370.

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(2) Subsection (1) shall not apply to a person who is
a resident of The Bahamas within the meaning of the
Exchange Control Regulations Act or to a company
incorporated or continued under this Act if a resident of
The Bahamas within the meaning of the Exchange Control
Regulations Act and the regulations made thereunder is the
beneficial or legal owner of any of the common or
preferred shares issued or to be issued by such company or
acquires a legal or beneficial interest in any debt or other
securities issued or to be issued by such company or is
otherwise directly or indirectly entitled to receive any
dividends or distributions from such a company.

(3) Notwithstanding any provision of the Stamp Act
other than section 28D (e) or 43 thereof —

(a) all transactions in respect of the shares, debt
obligations or the securities of a company
incorporated under this Act; and

(b) all other transactions relating to the business of a
company incorporated under this Act,

are exempt from the payment of stamp duty.
(4) Subsection (3) shall not apply to a resident of

The Bahamas, within the meaning of the Exchange Control
Regulations Act.

(5) Stamp duty shall be payable by a company
incorporated or continued under this Act in relation to real
property situated in The Bahamas which it owns, or which
is owned by any company in which it holds shares or for
which it holds a lease.

(6) Where a company incorporated under this Act or
continued under this Act desires to carry on business with
persons resident in The Bahamas within the meaning of the
Exchange Control Regulations Act that company must first
obtain permission from the Central Bank with respect to its
planned operations.

(7) Any resident of The Bahamas, within the
meaning of the Exchange Control Regulations Act and the
regulations made thereunder, shall, prior to acquiring
ownership in any common or preferred shares or any other
debt or other securities issued or to be issued by a company
or continued under this Act including options or other
contracts which are intended to confer rights to ownership
or income derived from such a company, and any of whose
members or shareholders are non-resident within the
meaning of the Exchange Control Regulations Act, obtain

Ch. 360.



18 of 2008, s. 10.
Ch. 370.

Ch. 360

Ch. 360.

CH.309 – 96] INTERNATIONAL BUSINESS COMPANIES





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permission from the Central Bank with respect to such
acquisition.

(8) The exemptions granted by this section shall
remain in force for a period of twenty years from the date
of incorporation of a company under this Act or from the
date of continuation under this Act as the case may be.

(9) The Exchange Control Regulations Act and the
regulations made thereunder shall not in any manner apply
to a company incorporated under this Act, the operations of
which are or are intended to be exclusively overseas.

PART XIII
MISCELLANEOUS

188. The Minister may make regulations with respect
to the duties to be performed by the Registrar under this
Act and in so doing may prescribe the place where the
office for the registration of International Business
Companies is located.

189. Any certificate or other document required to be
issued by the Registrar under this Act shall be in such form
as the Minister may approve.

190. (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 under this
Act is of good standing if the Registrar is satisfied that —

(a) the name of the company is on the Register; and
(b) the company has paid all fees, licence fees and

penalties due and payable.
(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;

(b) the company has submitted to the Registrar
articles of arrangement that have not yet become
effective;

(c) the company is in the process of being wound up
and dissolved; or

(d) any proceedings to strike the name of the
company off the Register have been instituted.

Ch. 360.

Regulations.

Form of
certificate.

Certificate of
good standing.

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191. (1) Except as provided in section 85(2) a person
may —

(a) inspect the documents kept by the Registrar
pursuant to this Act; and

(b) require a certificate of incorporation, merger,
consolidation, arrangement, continuation, dissolution
or good standing of a company or a copy or an extract
of any document or any part of a document of which
he has custody, to be certified by the Registrar and a
certificate of incorporation, merger, consolidation,
arrangement, continuation, dissolution or good
standing or a certified copy or extract shall be prima
facie evidence of the matters contained therein.

(2) A document or a copy or an extract of any
document or any part of a document certified by the
Registrar under subsection (1) is admissible in evidence in
any proceedings as if it were the original document.

192. (1) A company may without the necessity of
joining any other party, apply to the court, by summons
supported by an affidavit, for a declaration on any question
of interpretation of this Act or of the Memorandum or
Articles of the company.

(2) A person acting on a declaration made by the
court as a result of an application under subsection (1) shall
be deemed, in so far as regards the discharge of any
fiduciary or professional duty, to have properly discharged
his duties in the subject matter of the application.

193. A judge of the Supreme Court may exercise in
Chambers any jurisdiction that is vested in the court by this
Act and in exercise of that jurisdiction, the judge may
award such costs as may be just.

194. The Minister may by Order vary any fee
prescribed under any provision of this Act.

195. (1) The International Business Companies Act,
1989 with the exception of Part X is hereby repealed, and
the said Part X shall be repealed on the 1st day of January
2002.

(2) Notwithstanding subsection (1), any International
Business Company which commenced winding-up under
the repealed Act shall in respect of such winding-up
continue to be governed by the winding-up provisions of
that Act.



Inspection of
documents.

Declaration by
court.

Judge in
Chambers.

Minister may
vary fees.

Repeal.
19 of 2001, s. 27.

CH.309 – 98] INTERNATIONAL BUSINESS COMPANIES





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196. (1) Notwithstanding the provisions of any other
law all companies incorporated under any enactment
repealed by this Act shall continue in existence until struck
off the Register pursuant to section 165:

Provided that it shall not be necessary for a
company to amend its Memorandum and Articles in order
to satisfy the requirements of this Act.

(2) All benefits accruing to any International
Business Company registered in The Bahamas prior to the
commencement of this Act shall not be affected by the
coming into force of this Act.

(3) Every company which has issued bearer shares
under the repealed Act shall recall such shares within six
months from the date of commencement of this Act and the
company shall cancel such shares and substitute therefor
registered shares issued in accordance with this Act and the
regulations made thereunder. Any bearer shares which
have not been recalled and cancelled within the said period
of six months shall thereafter be null and void and be
without effect for all purposes of law.

FIRST SCHEDULE (Section 176)

FEES TO BE PAID TO THE REGISTRAR

Fees to be paid to the Registrar

Matter in respect of which fee is payable Amount of fee

Upon filing Memorandum of Association $ 300.00

Upon filing Articles of Association $ 30.00

Annual fee in respect of a company
registered under this Act on 1st January in
each year where authorized capital is $50,000
and under $ 350.00

Annual fee in respect of a company
registered under this Act on 1st January in
each year where authorized capital is $50,001
and over $1,000.00

Change of name $ 50.00

Upon filing Articles of Dissolution and
Resolution rescinding Articles of Dissolution $ 100.00

Certificate of good standing, incorporation, $ 25.00

Transitional.

19 of 2001,
s. 28(a).

14 of 2004.

S.I. 88/2004.

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continuation, arrangement, dissolution,
merger or consolidation (certified or not)

Inspection of file $ 10.00

Increase of authorised capital from under
$50,000 to above $50,000 $ 750.00

Increase of authorised capital of $50,000 or
less to figure not exceeding $50,000 $ 75.00

Increase of authorised capital of above
$50,000 $ 75.00

Reduction in authorised capital $ 75.00

Certificate of Tax Exemption $ 20.00

Authorised capital is $50,000 or less and
continuing from under the Companies Act,
1992 to the International Business
Companies Act, 2000 $ 350.00

Authorised capital is more than $50,000 and
continuing from under the Companies Act,
1992 to the International Business
Companies Act, 2000 $1000.00

Authorised capital is $50,000 or less and
continuing from another jurisdiction $ 100.00

Authorised capital is more than $50,000 and
continuing from another jurisdiction $ 400.00

Continuation from under the International
Business Companies Act, 2000 to another
jurisdiction $ 200.00

Restoration of Company to Register $ 600.00

Amendment to Memorandum of Association $ 50.00

Amendment to Articles of Association $ 50.00

Amended and restated Memorandum or
Articles of Association $ 50.00

Resubmission of Provisional Registration of
documents continued from another
jurisdiction $ 100.00

Provisional Registration of a company
continued from another jurisdiction $ 500.00

CH.309 – 100] INTERNATIONAL BUSINESS COMPANIES





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Amended and restated Memorandum and
Articles of Association $ 100.00

Copy of or extract of any document on file
not listed above (certified or not) $ 15.00

Articles of Merger and Arrangements:

(a) authorised capital is $50,000 or less $ 500.00

(b) authorised capital is more than
$50,000 $ 700.00



SECOND SCHEDULE (section 165)

PART A

THE INTERNATIONAL BUSINESS COMPANIES ACT
(Ch. 309)

THE INTERNATIONAL BUSINESS COMPANIES
REGULATIONS, 2004

ORDER FOR COMPLIANCE

To:
.....................................................................................................

(Name of Company)

ADDRESS OF REGISTERED OFFICE

.....................................................................................................

.....................................................................................................

ADDRESS OF REGISTERED AGENT:

.....................................................................................................

.....................................................................................................

POSTAL ADDRESS, ETC
.....................................................................................................
.....................................................................................................


14 of 2004.

INTERNATIONAL BUSINESS COMPANIES [CH.309 – 101



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The above-mentioned company has not satisfied the
requirements of the following provisions of the International
Business Companies Act.

(Include relevant sections)

A company that does not satisfy the requirements of the above-
mentioned sections shall be struck off the Register. You have
90 days within which to comply with the requirements of the
above-mentioned sections.




PART B

THE INTERNATIONAL BUSINESS COMPANIES ACT
(Ch. 309)

THE INTERNATIONAL BUSINESS COMPANIES
REGULATIONS, 2004

DECLARATION OF COMPLIANCE



To:
..........................................................................................................

(Name of Company)

ADDRESS OF REGISTERED OFFICE

.....................................................................................................

.....................................................................................................

ADDRESS OF REGISTERED AGENT:

.....................................................................................................

.....................................................................................................

POSTAL ADDRESS, ETC
.....................................................................................................
.....................................................................................................
The above-mentioned company has satisfied the requirements of
the International Business Companies Act.