Bahamas Company Formation

A company formed in the Bahamas by a non-resident is one of two things: an international business company (IBC) under the International Business Companies Act, Chapter 309, or an ordinary company under the Companies Act, Chapter 308. Both Acts are current and we found no form closed to new registrations. One thing changed that older pages miss: since 1 February 2025 the registrar is the Registrar of Companies, not the Registrar General's Department. The Registrar of Companies Act, 2024 took over incorporation and the running of legal entities, and S.I. 5 of 2025 brought it into operation on that date. The 2017 reprints of both Acts still say 'Registrar General'; section 9(1) of the 2024 Act says that reference is read as the Registrar of Companies.

The mechanics for an IBC are short. At least one director, who can be an individual or a company. A memorandum and articles signed by two subscribers. A registered office in the Bahamas and a registered agent licensed under the Financial and Corporate Service Providers Act, which is also the only route to incorporate: nobody else may file an IBC except a licensed bank or trust company. We found no minimum share capital. An ordinary company needs at least two directors. The government fees printed in the Acts are small, and we give them below with their date, because they come from the 2017 reprints and we found no later fee order.

Four things need saying before the sales pages say anything else. Nominee directors have been banned since 19 January 2026, so we cannot provide one in the Bahamas. Companies in the main relevant activities, holding included, fall under the Commercial Entities (Substance Requirements) Act 2023. The beneficial-owner register is closed to the public but open to the Attorney-General, the Central Bank, the Financial Intelligence Unit and other authorities. And the old line that an IBC pays no tax is not safe: the Business Licence Act 2023 has an IBC schedule, and whether it reaches a passive company is an open question that a Bahamian lawyer must settle before the company is formed. The tax section sets out exactly what we could and could not establish.

If you are still choosing a jurisdiction, the company formation hub compares them side by side, and the pages for the BVI, the Cayman Islands and Seychelles cover the nearest alternatives. If the company will need an account for card payments or gaming income, read our page on high-risk merchant accounts before you pick any country.

How we read the law. The government has not published a consolidated, current text of Chapters 308 and 309 that we could open, so we read the 2017 reprints together with each amending Act and statutory instrument on the official legislation site, as at 10 November 2026. The Registrar of Companies' own website and fee page did not open for us, so registry processing times, current fee pages and the new registry's public search are things we confirm by hand before we quote.

Start with the IBC Act. Under section 187, an IBC and its shareholders are not subject to any business licence fee, income tax, corporation tax, capital gains tax or other tax on income or distributions, nor to estate, inheritance, succession or gift tax on its shares or debt. Stamp duty on share and business transactions is also exempted, except for Bahamian real property. The exemption lasts 20 years from incorporation, and it does not apply to a Bahamian resident or to a company in which a Bahamian resident holds shares or is entitled to distributions. A Tax Exemption Certificate costs $100.

The point that changes the old 'no tax' story. The Business Licence Act, 2023, in force since 1 July 2023, has a schedule for IBCs. On revenue attributable to operations outside the Bahamas, an IBC pays $2,500 if that revenue does not exceed $1 million, and 0.25% above that, capped at $100,000. The Act's turnover definition for an IBC covers all revenues recorded in its books and records in the Bahamas, and the first-year exemption does not apply to an IBC. The Act requires a licence to carry on a business in or from within the Bahamas, and the text we read does not define whether a passive IBC, with only a registered office and agent in the Bahamas, is doing that. Meanwhile the IBC Act's exemption names business licence fees, and the two texts conflict. We found no official guidance on how they fit together. So this page does not say an IBC pays no tax, and it does not say the company owes the $2,500. A Bahamian lawyer must confirm the position before the company is formed.

Two limits sit around that. We found no general company income tax statute and could not open the tax authority's own pages, so we state no rate for an ordinary company and read no equivalent of the IBC exemption for it. And the Stamp Act 2024, in force since 1 July 2024, replaced the 1925 Act that section 187 refers to, so we have not analysed how the new Act treats IBC share transfers. For multinational groups, the Domestic Minimum Top-Up Tax Act 2024 exists and applies to fiscal years from 2025 in the cases it describes. We did not locate its group-size threshold in the Act, and this is a one-line note, not advice.

All of that is Bahamian tax only. The country where the owners live, and the country where the company is managed or earns its income, apply their own rules on residence, source and controlled foreign companies, and a Bahamian incorporation does not displace them. Bahamian primary sources do not answer those questions, so this page does not either. Take advice in the country where the owners and decision-makers are based before you commit.

The yearly duties are short but not empty. What the Acts require:

The Commercial Entities (Substance Requirements) Act, 2023 has been in force since 1 September 2023 and repealed the 2018 Act. A 'commercial entity' is a company under the Companies Act or the IBC Act, or a partnership, but not one that is 100% owned by Bahamian-resident individuals, is tax resident in a jurisdiction other than the Bahamas, or is an investment fund. An 'included entity' is a commercial entity engaged in a relevant activity.

The relevant activities are banking, insurance, fund management, financing and leasing, headquarters, distribution and service centre, shipping, commercial use of intellectual property and holding business. Holding business means a pure equity holding entity that holds equity only and earns only dividends and capital gains. It has reduced requirements: comply with Bahamian law and keep adequate human resources and premises for holding and managing the equity. Intellectual property income carries a presumption of high risk and needs extra evidence. Trading, consulting, software and similar activity are not on the list, which is our reading of the list and not a statement in the Act, so we confirm it for your facts.

An included entity that is not carved out must show a substantial economic presence in the Bahamas. That means direction and management there, with board meetings with a quorum physically in the Bahamas and minutes kept there, core income-generating activities carried out there, and adequate full-time employees, spending and premises.

Reporting is separate from the test and reaches more companies. The entity reports to its registered agent each fiscal year, and the agent uploads the report to the Competent Authority's portal within nine months of the fiscal year end. An entity engaged in a relevant activity that claims tax residence elsewhere reports that residence, its tax identification number and its parents, with evidence, and the information is exchanged with the competent authority of that country and of the parents and beneficial owners where those are in a reportable jurisdiction. The regulations list 26 reportable jurisdictions, including France, Germany, Ireland, Italy, the Netherlands, Singapore, Spain and the United Kingdom. An entity with no relevant activity reports that fact with its beneficial-owner information. Reports are sworn, and records are kept for six years.

The penalties are specific. After a notice of non-compliance and an audit order, failure to start the audit within 30 days brings an administrative penalty of up to $50,000 plus $500 a day, and continued non-compliance up to $300,000 and strike-off. Failing to report or file brings $5,000 plus $500 a day, and the more serious offences $100,000 plus $1,000 a day, with a summary fine of $10,000 or six months or both.

The public record shows the company's formation documents and some officers, not its owners. The Registrar keeps an IBC's memorandum and articles, and a person may inspect the documents the Registrar holds and order certified copies. An IBC's register of directors and officers, filed within 12 months of appointment, is open to the public during official hours. Its share register stays at the registered office and is not filed. For an ordinary company the Registrar's register carries the name, registered office, capital and the names, addresses and occupations of the subscribers with the shares each took. We could not open the new registry's public search, so what the portal shows beyond this is confirmed by hand.

Beneficial owners. The Register of Beneficial Ownership Act, 2018, as amended to 2025, covers companies under both Acts. A beneficial owner is a natural person who ultimately owns or controls the entity, including anyone holding 10% or more of the shares or voting rights, or exercising control other than solely as director, adviser or professional manager. Where a nominee acts, the person on whose behalf it acts is the beneficial owner. The entity must notify its registered agent within 15 days of identifying a beneficial owner, and of any change within 15 days of becoming aware of it. The records are kept for five years after dissolution.

The data sits in a database kept by the registered agent and is searchable through the Attorney-General's secure search system. It is confidential and not open to the public: only designated persons and the agent can reach it. The designated authorities include the Attorney-General's Office, the Financial Intelligence Unit, the Central Bank, the Compliance Commission, the Securities Commission and the Insurance Commission, and since a 2022 amendment the Ministry of Finance, the Gaming Board and the Inspector of Financial and Corporate Service Providers. Since the 2025 amendment, in force on 19 January 2026, an answer is due within 24 hours instead of 15 days. A company failing to notify faces a fine of up to $40,000 and/or six months on summary conviction, and the supervisory authority can impose administrative penalties of up to $250,000.

Nominees. The nominee-director ban, in force since 19 January 2026, is a plain rule: nobody may serve as a director while acting on another person's instructions. The fine is up to $50,000 or 12 months, and the company faces a civil penalty of $1,000 per day. A nominee shareholder must be declared in the memorandum and register, with a declaration of trust naming the beneficiaries. Nominee directors have been banned since 19 January 2026, so we cannot provide one in the Bahamas. Nominee shareholders are permitted but must be declared, and the nominator is recorded with the registered agent and in the beneficial-ownership filings. If another provider offers you a Bahamian nominee director, ask which section it relies on.

EU list of non-cooperative jurisdictions for tax purposes. The Bahamas was on Annex I in the Council conclusions of October 2023, under the substance criterion (criterion 2.2): it had not taken all necessary action to implement effective substance requirements. It is not named in Annex I or Annex II of the Council conclusions of 20 February 2024, 17 February 2026 or 9 October 2026. The reasons for the removal come from secondary summaries, and the Council's own policy page did not open for us, so we state only what the documents show.

EU anti-money-laundering list of high-risk third countries. The Bahamas is not on the list shown on the European Commission's page. That page refers to acts of December 2025 and may lag later changes. The same page lists the British Virgin Islands, which our BVI page covers.

FATF. The Bahamas was on the FATF's increased-monitoring list from October 2018. The Attorney-General's Office said on 19 December 2020 that the FATF had delisted it, in a press release reposted by the Caribbean FATF. We could not open the FATF's own list pages, so we state no current FATF status for the Bahamas and check it by hand before relying on it.

What it means for a company: a listing is public, and a bank's compliance team will see it. We do not call the Bahamas safe or risky. We tell you what each source shows and when we last looked.

Opening an account is a separate application from forming the company, and formation does not carry a guarantee of one. What we can verify is narrow. Every company formed through a licensed agent goes through the agent's customer due diligence, and the beneficial-owner register gives the Central Bank, the Financial Intelligence Unit and other authorities fast access to owner data. An IBC whose operations are exclusively overseas is outside the Exchange Control Regulations Act, while doing business with Bahamian residents needs Central Bank permission. We found no verified fact on whether Bahamian banks accept a non-resident IBC, and we name no bank and quote no approval rate.

Banks outside the Bahamas look at who the beneficial owners are, where the company is managed, what it will do and where the money comes from. They will also see the substance position and, where relevant, the Business Licence Act position described above. Whether a given bank accepts your company is confirmed in the quote, once we know the facts.

For gaming and crypto groups, our working position is an account with an electronic money institution or neobank, not a traditional bank, and we do not promise one. Our page on high-risk merchant accounts and the articles on gaming company bank accounts and crypto-friendly banking explain what providers ask for and why applications fail.

It is not a company that sits outside every rule. The Bahamas moved quickly in 2023 to 2026: substance reporting, a beneficial-owner register with 24-hour authority access, a registrar change, a nominee-director ban and a new licence tax. A provider page written before those changes describes a different jurisdiction.