 .
|
 |
Forming an IBC or International Business Company in the Bahamas:
.The
Bahamas has been a popular jurisdiction for offshore company and trust
formations, especially with Americans, but it is still a good idea?
|
|
.
Send
Us an.  . . . . . Forming a Panama Offshore Company . .
.
.
. . .
.
. . . .  . |
With so many different
options available today, it can be confusing to decide which jurisdiction
is correct or the most appropriate for your incorporation needs.
To make the process somewhat easier, the following is a brief description
of the Bahamas IBC structure and also a comparison to the attributes of
a Panamanian Incorporation. . The International Business Companies Act of 1989 brought about the formal recognition of the Bahamas IBC. Since that time, additional legislation in 1995 regarding Mutual Funds has made the Bahamas a favored domicile for both individual investors and offshore mutual fund firms alike. Here are some key points regarding the creation of a Bahamian IBC: . Language – English is the official language of The Bahamas and therefore all legal documents are drafted in English. For some individuals, this in and of itself is an important point when looking for a jurisdiction. . Name of the Company - Any name can be selected that is of course not currently in use or registered to another company. The words “Limited”, “Corporation”, “Societe Anonyme”, “Gesellschaft Mit Beschrankter Haftung”, “Incorporated” or the related abbreviations for above terms may be used to indicate that the Bahamas IBC is in fact an incorporated entity. . However, no company name or title can contain the terms “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Royal”, “Municipal” or “Trust”. . Directors – One unique aspect of the Bahamas IBC is that only one natural person or juridical person is required for a directors position. Unlike some other jurisdictions that may require three persons to be named as directors, the Bahamas require that there be only one. Of course, it is permitted to have as many directors as may be desired. The names of directors or officers are not public record. . Shares – Shares may be issued in bearer or registered form. Regardless of the method desired, there is no registration process with respect to shares nor is there disclosure in the public record of the company shareholders. . Bank Accounts and Banking Secrecy - Many clients may wish to establish a bank account in the name of their Bahamas IBC and of course this can be easily accomplished. Like most modern banking jurisdictions, the client will be required to submit a photocopy of their passport and a banking reference. . One important point regarding Bahamian banking secrecy is that banking institutions are prohibited from divulging a clients or accountholders information to a third party without the express consent of the account holder or under a Bahamian court order. However, banking institutions are permitted to divulge that a particular client or company does in fact have an account with that bank. While the bank cannot, under Bahamian law, divulge details or account balances, they certainly can divulge who their account holders are. This is an important difference between what banking secrecy actually means in the Bahamas in comparison to other jurisdictions. . . We often hear clients asking us that
very question. Like you, they want to know which is really better.
The answer is that it honestly depends upon what you are trying to accomplish
and if you in fact prefer the attributes of one in comparison to the other.
In other words, neither can be called equivalent. There are both
positives and negatives to each one.
.One advantage that the Bahamas IBC may
have over the Panamanian Incorporation is of course that the documents
are in English. If a client may be looking to use the corporation
as a vehicle for business in other English speaking jurisdictions, then
the Bahamian IBC may be preferable for this purpose. Also, the Bahamas
IBC requires only one director where as the Panamanian Company does require
three. In addition, directors do not have to be recorded or indicated
in the public registrar, where as Panamanian directors are mentioned in
the corporate documents filed with the registrar. Is this a positive
or a negative? Well, if the director is not mentioned in the corporate
filing, then who actually can attest to the person holding rights and responsibility
for the directorship. The answer is the attorney doing the incorporation.
.Another key difference with the Bahamas
IBC is that is receives a tax exemption, but only for twenty years.
In addition, the Bahamas IBC is forbidden to engage in business with Bahamian
citizens or to own property in the Bahamas. This means that the Bahamian
IBC can own bank accounts or investments tax free for the first twenty
years, but it cannot own land or engage in a traditional business enterprise
in the Bahamas. Since there is no distinction in Panama between a
corporation that may be established for asset protection purposes or for
an actual business enterprise in Panama, there are no such divisions under
the law. In other words, a Panamanian Corporation enjoys a tax-exempt
status as long as its business activities and income are derived from sources
outside of Panama. So while a Bahamas IBC enjoys a twenty-year
tax exemption, A Panamanian Company enjoys a permanent one as long as the
previous mentioned conditions are met. In addition, the Panamanian Corporation
can own real estate in Panama without restriction. Both of course
enjoy the benefits of receiving local bank account interest free from taxation.
.This discussion is not meant to allude
that one jurisdiction is better than the other - just different.
For example, we know that the law in the Bahamas is based upon Common Law
while law in Panama is based upon Civil Law. Which in reality is a better
domicile? Again, that depends. The Bahamian IBC may be a better choice
for such issues as protection of patents and other intellectual property,
while Panama may be a better choice if the concerns are for protection
from frivolous lawsuits or divorce actions (see information about the Panamanian
Foundation). So in reality, it is not just a question of one
jurisdiction that speaks English vs. another that speaks Spanish.
It really comes down to which one serves the needs of the client.
. Have things changed in the Bahamas to make it no longer attractive for Americans in particular? . You may be interested to read about the changes that have taken place in 2002 - 2003 regarding the Bahamas. Click Here for the article
|
Offshore Banking & Bank Accounts - Offshore Mutual Funds & Investing -Dominican Republic Residency - Panama Residency Offshore Incorporation Services & Tax haven Information