Objects And Primary Business Purposes
The names, addresses and occupations of the intended officers and directors of the company for US incorporation should be provided with the instructions to incorporate the company. A minimum of two directors are required. A company need only have a President and Secretary as these are the officers who ordinarily execute documents on its behalf.
Normally there are the usual four officers, and we recommend that a member of our staff be appointed Assistant Secretary (for which there is no charge) as a convenience in signing and filing the various statutory returns and reports as well as other routine documents. We do not normally provide directors, however, should we agree to do so our usual fee is $500.00 per annum, per director.
Objects & primary purposes
As might be expected, the constitution of a company is set out in its Memorandum of Association. This document describes, apart from the statutory requirements, the raison d'etre for the company, the purpose(s) for which it has been incorporated, e.g. land holding, general investment, etc. Since a company will be prevented from doing anything not contemplated by its Memorandum of Association (e.g. a land holding company might be prevented from operating a commercial shipping fleet), we normally draft the Memorandum of Association in the widest possible terms. Nevertheless, it is necessary that we be informed of the principal objects of the proposed company which must be stated among the first paragraphs of the "objects clause". Additionally, we should be informed of any special or ancillary objects or powers for inclusion in the Memorandum.
Bye-Laws
Rules for the internal management of the company are embodied in its Articles of Association. Standard form Articles are employed in most cases, but if there are to be any special provisions (e.g. special voting rights or procedures or more than one class of shares) we should be advised so that the necessary drafting can be undertaken. Capital & share structure
Save for specific types of companies (e.g. insurance and banking) there are no minimum capitalization requirements for Bahamian companies. However, in light of the method of calculating the stamp duty payable to the Public Treasury on incorporation, most companies choose to have an authorized share capital of $5,000.00, being the largest amount of authorized capital that still attracts only the minimum stamp duty rate. The authorized capital can be increased at any time by resolution of the shareholders and upon payment of additional stamp duty. It should be noted that the company's capital may not be reduced except with the confirmation of our Supreme Court. A Bahamian company is unable to purchase or redeem its own shares unless such shares have been issued as redeemable and then only if either an appropriate reserve fund is set up or the redemption is affected by the issue, and out of capital raised by the sale of new shares. As the share structure is specified in both the Articles and Memorandum of Association, any special requirements must be advised prior to incorporation. Finally, because of Exchange Control requirements, shares cannot be issued in "bearer" form, nor may "no par value" shares be created.
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