October 2021 | By

Chambers and Partners Banking & Finance 2021 Global Practice Guide: The Bahamas

The regulation applicable to non-bank money lenders has been modernised with the introduction of the Financial and Corporate Services Providers Act, 2020 (FCSPA), which provides a robust regulatory framework governing financial and corporate service providers, including non-bank money lenders. The legislation recently came into force and it is yet to be seen if it will have any significant impact on the loan market in The Bahamas.

In the months prior to the global recession caused by the COVID-19 pandemic, Bahamian banks were starting to increase the amount of credit lent. This was a welcome sign compared to the relative stagnation of credit lending over the previous five years, which saw an average annual decrease of 0.1%. Some of the increase in lending could have been attributed to a slight improvement in the domestic economy, which had experienced declines partially as a result of Hurricane Dorian.

As with most countries, COVID-19 has had a significant impact on the economy in The Bahamas. This is reflected most clearly in the loan market by the reversal of trend in the percentage of non-performing loans compared to total loans. Prior to the COVID-19 pandemic, the percentage of non-performing loans compared to total loans had declined for four straight quarters, hitting a low of 8% in the fourth quarter of 2019. From the second quarter of 2020 onward, this percentage has increased every quarter and in the first quarter of 2021 was at 8.7%. The increase in loan arrears was led by a 16.8% growth in consumer delinquencies.

However, overall lending by domestic banks increased following the onset of the COVID-19 pandemic, as a result of an increase in government borrowing. While it is unlikely that the government can sustain the level of borrowing it has been forced into during the COVID-19 pandemic, it is likely that government borrowing will continue to be necessary until the COVID-19 pandemic has abated.

The government of The Bahamas has also raised funds by issuing bonds on the high-yield market in order to meet government expenditure and assist in the response to the COVID-19 pandemic. The issue of government bonds during the pandemic has not had a significant impact on financing terms and structures in The Bahamas.

See 1.1 Impact of Regulatory Environment and Economic Cycles.

The banking and finance market in The Bahamas is very well developed, with robust legislation protecting the interests of creditors.

The Central Bank of The Bahamas (Central Bank) recently shook things up by introducing one of the first central bank-backed digital currencies, the Sand Dollar. Sand Dollars are digitalised versions of the Bahamian dollar and are issued by authorised financial institutions. Currently, Sand Dollars cannot be used for lending. However, it will be interesting to see if the remit of the Sand Dollar is expanded to allow for Bahamian lending institutions to issue loans in Sand Dollars.

In other areas under its purview, the Central Bank has sought to focus on the protection of consumers, which may result in changes to banking and finance techniques in the future.

1.6 Legal, Tax, Regulatory or Other Developments

The trend in tax transparency is likely to continue to result in new regulations that Bahamian lending institutions will have to adjust to. Adjusting to new tax transparency regulations will continue to increase the operational costs of Bahamian lending institutions, which will likely have a knock-on effect on the loan market.

1.7 Developments in Environmental, Social and Governance (ESG) or Sustainability Lending

The government of The Bahamas is looking to push development of the renewable energy sector in The Bahamas and has been working with regional project finance institutions to promote the development of renewable energy projects. Increased financing of these renewable energy projects is expected in the future.

2.1 Authorisation to Provide Financing to a Company

An entity can provide financing in or from within The Bahamas if it is licensed either as a bank by the Central Bank pursuant to the Banks and Trust Companies Regulations Act, 2020 (BTCRA), or as a non-bank money lender by the Securities Commission of The Bahamas (the Commission) pursuant to the FCSPA.

The licensing requirement is restricted in that the activities are provided “from within The Bahamas” under the BTCRA and “in or from within The Bahamas” under the FCSPA. While the phrase “from within The Bahamas” is not defined in the BTCRA, both “in The Bahamas” and “from within The Bahamas” are defined in the FCSPA. The definitions in the FCSPA would be used as guidance in the context of the BTCRA and are also applicable thereto.

According to the FCSPA, a person will be deemed to be carrying on the activity of money lending in The Bahamas if, “regardless of physical location, the person offers financial services or corporate services to Bahamian residents.” A person would be deemed to be carrying on the activity of money lending from within The Bahamas if “the person being a legal entity registered or incorporated under the laws of The Bahamas offers financial services or corporate services to persons outside or within The Bahamas.”

The result of this is that money lending activity that occurs on a cross-border basis would generally not be captured as a regulated activity, unless such lending is directed towards companies that are deemed to be resident in The Bahamas pursuant to the Exchange Control Regulations, 1956. See 3.3 Restrictions and Controls on Foreign Currency Exchange regarding residence status under the Exchange Control Regulations.

3.1 Restrictions on Foreign Lenders Granting Loans

The restrictions placed on foreign lenders lending to Bahamian borrowers depends on the residence status of the borrower, pursuant to the Exchange Control Regulations. See 3.3 Restrictions and Controls on Foreign Currency Exchange regarding residence status under the Exchange Control Regulations.

As indicated in 2.1 Authorisation to Provide Financing to a Company, an entity carrying on lending on a standalone basis to Bahamian residents for the purposes in the Exchange Control Regulations would be required to obtain a licence under the FCSPA. However, no licensing requirement under the BTCRA should be triggered in the circumstances.

Where a borrower is deemed to be non-resident for the purposes of the Exchange Control Regulations, there is no similar requirement that a foreign lender be licensed under the FCSPA.

3.2 Restrictions on Foreign Lenders Granting Security

The following restrictions apply to the granting of certain Bahamian assets as security to foreign lenders.

  • The acquisition of Bahamian assets by non-Bahamians is considered foreign investment in The Bahamas. Foreign investment in The Bahamas is required to be approved by The Bahamas Investment Authority (BIA). Therefore, the prior approval of the BIA is required whenever security is granted to a foreign lender over real property or the assets (including shares) of a Bahamian resident company.
  • The acquisition of Bahamian assets by non-Bahamians is prohibited by the Exchange Control Regulations. The prior approval of the Central Bank will also be needed for the grant of security over real property or the assets (including shares) of a Bahamian resident company assets, pursuant to the Exchange Control Regulations.

While it is acknowledged that the grant of security does not transfer ownership of such assets to the foreign lender until an event of default occurs, such approvals are necessary in order for foreign lenders to acquire a security interest over the assets, because they could potentially come to be owned by non-Bahamians.

Due to the restrictions under the Exchange Control Regulations, a Bahamian resident borrower of foreign currency would be required to obtain the approval of the Central Bank of The Bahamas in order to receive the foreign currency-denominated loan and to repay the loan in foreign currency.

Generally, persons deemed resident for the purposes of the Exchange Control Regulations are Bahamian citizens residing in The Bahamas, permanent residents of The Bahamas with no restrictions on employment or naturalised citizens of The Bahamas and legal entities owned and controlled by them. Non-resident persons are persons that do not meet the requirements to be designated as resident.

Resident entities are entities that own real estate in The Bahamas and conduct business in the local economy and are owned and controlled by Bahamian persons. Non-resident entities are entities that do not own any real estate in The Bahamas and do not conduct business in the local economy and are owned and controlled by non-resident persons.

3.4 Restrictions on the Borrower’s Use of Proceeds

As far as is known, there are no restrictions under Bahamian law on the use of proceeds from loans or debt securities. It should be noted, however, that where regulatory approvals have been obtained in respect of the loan or debt security, use of the funds for purposes other than those approved may require additional approvals or prompt a notification obligation.

3.5 Agent and Trust Concepts

Bahamian law recognises the concepts of both agent and trust.

3.6 Loan Transfer Mechanisms

No specific loan transfer mechanisms exist under Bahamian law; the normal rules of contracts would apply to the transfer of a loan. Under general contract principles, the benefit of a loan or security package can be transferred by way of assignment.

A mortgage over real property located in The Bahamas is required to be recorded in The Bahamas. Where there is a transfer of a mortgage over real property located in The Bahamas, the transfer document should also be recorded in order to perfect the rights of the new mortgagee.

3.7 Debt Buy-Back

There are no restrictions under Bahamian law against debt buy-backs.

3.8 Public Acquisition Finance

The acquisition of publicly listed companies in The Bahamas is governed by the Securities Industry (Take-Over) Rules, 2019 (the Take-Over Rules). With respect to certainty of funds, the Take-Over Rules merely require that, where a bid is to be made in cash or partly in cash, the offeror has the necessary funds available, prior to the bid, to make full payment for all securities that the offeror intends to acquire.

Where a Bahamian company is listed on an international exchange, the rules governing that exchange would apply to the Bahamian company rather than the Take-Over Rules.  

4. Tax

4.1 Withholding Tax

There are no withholding taxes in The Bahamas that apply to the repayment of loans.

4.2 Other Taxes, Duties, Charges or Tax Considerations

There are no taxes applicable to the repayment of loans. Where a mortgage is given over real property located in The Bahamas, value added tax (VAT) is payable at a rate of 1% on the value of the mortgage.

4.3 Usury Laws

There is no legislation in The Bahamas that dictates a maximum rate of interest on non-Bahamian currency loans. The Rate of Interest Act of The Bahamas sets a maximum rate of 20% per annum simple interest on Bahamian dollar loans.

Under the Money Lending Act of The Bahamas, the court has jurisdiction to determine that interest and other lender charges are “excessive… and the transaction is harsh and unconscionable”. The court has remedial jurisdiction under this legislation to “set aside… any security given or agreement made in respect of money lent”, although this jurisdiction of the court is rarely invoked in modern secured loan transactions. Furthermore, again, this does apply to foreign currency loans.

5. Guarantees and Security

5.1 Assets and Forms of Security

In The Bahamas, the assets most commonly made available as collateral include real property, shares, cash or securities accounts, inventory, intellectual property and claims, receivables and other choses in action. The main forms of security over such assets are mortgages, debentures, pledges, charges, liens and assignments by way of security.

Shares

Security over shares of a Bahamian company is the most common form of security granted to a foreign lender. Shares are typically secured by way of a pledge over the shares. In order for the lender to take control over the shares on default, the pledge is typically accompanied by the following documents, signed and undated:

  • instrument of transfer;
  • shareholder proxy form;
  • letter of resignation from each director and officer;
  • undertaking of the Bahamian company to register the share transfer when effected; and
  • instrument of authorisation, authorising the lender to date and deliver each of the above documents in the event of a default under the pledge.

Where shares in a Bahamian company are pledged, it is common for a notation to be placed in the register of members of the company, indicating that the shares have been pledged.

Claims, Receivables and Other Choses in Action

Security over claims, receivables and other choses in action are generally taken by way of an assignment by way of security. Security can also be taken by way of a fixed or floating charge. Where security is taken by an assignment, notice of the assignment is required to be given to the debtor or counterparty in order to have legal effect and be enforceable against the debtor or counterparty.

Real Property

Security over real property typically takes the form of a mortgage, but can also take the form of a legal or equitable charge. Under the relevant legislation, security over real property is required to be registered with the Registrar General of The Bahamas in order to be perfected.

As previously discussed, the taking of security over real property is subject to VAT at a rate of 1% on the value of the mortgage. The Registrar General would not register security over real property in respect of which the applicable tax has not been paid.

Additionally, as discussed in 3.2 Restrictions on Foreign Lenders Granting Security, where security over real property is granted to a foreign lender, the grant of such security must be approved by the BIA and the Central Bank. Failure to obtain such approvals would render the security null and void under the applicable legislation and unenforceable by the lender.

Due to the formalities associated with the taking of security over real property, where a foreign lender is lending to a Bahamian borrower, security over real property is taken only where it is necessary.

Other Assets

All other assets can typically be given as security, pursuant to a legal or equitable charge, and typically form part of an all-assets debenture. Debentures are typically executed by way of deed.

Security over assets other than real property located in The Bahamas is not required to be registered in order to be perfected. However, Bahamian companies may maintain a register of mortgages and charges (although they are not required to), a copy of which can be filed with the Registrar General of The Bahamas, in order to give potential creditors notice of the existing security interests granted by that company.

5.2 Floating Charges or Other Universal or Similar Security Interests

Bahamian law permits the taking of security over all present and future assets of a company. Typically, such security is taken by way of an all-assets debenture, with a fixed charge over existing immovable assets and a floating charge over all existing movable assets and all future assets of the company.

5.3 Downstream, Upstream and Cross-Stream Guarantees

There are no relevant corporate benefit rules that limit or restrict the ability of Bahamian companies to guarantee the obligations of a related company. Therefore, provided the articles of association of the Bahamian company allow for the company to give such guarantees, a Bahamian company can give downstream, upstream and cross-stream guarantees. However, concerns about there being adequate credit support are typically resolved by a members’ resolution approving the grant of the relevant security.

5.4 Restrictions on Target

There are no applicable financial assistance restrictions on the ability of a target to guarantee or secure the acquisition of its own shares.

5.5 Other Restrictions

Where a security granted is not in the ordinary course of a company’s business and would, if called upon, result in the disposition of 50% or more by value of the assets of the company, the granting of such security is required to be approved by a resolution of the members.

5.6 Release of Typical Forms of Security

Security granted under Bahamian law may be released by an instrument in writing in the same form as the instrument granting the security. Typically, however, a deed of release is used to pre-empt any issues of formality or lack of consideration.

5.7 Rules Governing the Priority of Competing Security Interests

Under Bahamian law, there is no registration regime except as it relates to real property, as discussed in 5.1 Assets and Forms of Security. Generally, so far as priority goes, the first in time will prevail (ie, the first agreement to be executed creating a security interest will have priority over any subsequent security interests). In respect of real property, priority shall be awarded in accordance with the order in which the relevant security interest is lodged and accepted for recording in the Registry of Records. Accordingly, any mortgage so first lodged and accepted for recording in the Registry of Records shall be deemed and taken to be good and valid, and shall in no way be defeated or affected by reason of priority in time of execution of any other such document or agreement.

The collection and application of an insolvent company’s property in insolvency proceedings is subject to any agreement between the company and its creditors that the creditors’ claims will be subordinated or otherwise deferred to those of any other creditors, and to any contractual rights of set-off or netting of claims between the company and any party.

6. Enforcement

6.1 Enforcement of Collateral by Secured Lenders


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