Corporate & Commercial

Our corporate legal department has market-leading knowledge and experience in advising clients on corporate transactions involving Bahamian entities, with particular expertise in complex transactions.

Whether it be a cross-border merger or acquisition, corporate reorganisation or joint venture, our team of corporate attorneys has unrivalled expertise and a practical, commercial and business friendly approach to resolving issues and closing transactions.

We act for both buyers and sellers in mergers and acquisitions. Our team advises on cross-border acquisitions where a Bahamian company is the buyer or seller, the target company or just a member of the target group. We have advised 50:50 joint venture parties, majority shareholders and minority shareholders in negotiating joint venture and shareholders agreements.

We guide clients on Bahamian legal considerations in cross-border group reorganisations, including tax and regulatory matters. We also help local Bahamian groups to structure their business lines and take on new investors.

Whether they be outsourcing arrangements, service level agreements or supply contracts, the commercial contracts entered into by a company are key to the efficient operation of its business. This is particularly the case in The Bahamas, where most large businesses rely on the supply of goods or services from foreign service providers or have links with foreign businesses.

We tailor our advice to your needs, factoring in the importance of the agreement to your business, the regulatory framework in which you operate, and your relative bargaining strength. This ensures we achieve an arrangement that best fits your needs, while capturing the true bargain reached with the counterparty.

While we have considerable expertise advising financial institutions and resort developers, we regularly advise clients from all sectors, ranging from telecommunications to port licensees. We use a cross-departmental approach, to ensure that you receive advice from lawyers with expertise in the relevant area.

We advise clients with respect to a wide array of commercial contracts, including:

• Outsourcing agreements
• Services agreements
• Joint ventures
• Supply contracts
• Franchise agreements.

Starting a business in The Bahamas is a multi-staged process, much of which is based on policy rather than written law. We frequently advise both Bahamian and non-Bahamian clients on all stages of setting up a business in the country, including:

• Share acquisitions, shareholder agreements, corporate structuring and restructuring
• Incorporating a Bahamian domestic company, international business company or registering a foreign company in The Bahamas
• Obtaining permits, licences, certificates, or other approvals issued by governmental or other authorities
• Registering the company for business licence and value added tax
• Drafting employment contracts and, where applicable, obtaining work permits
• Registering the business for national insurance and advising on compliance with national insurance obligations.

Where a new business is being established with or by foreign investors, there are additional steps that must be taken, including obtaining approvals from The National Economic Council and The Central Bank of The Bahamas.

For Bahamian entrepreneurs and foreign investors alike, starting a business in The Bahamas requires navigating a landscape of bureaucratic and legal requirements. It demands insight and experience in dealings with Bahamian regulatory bodies. Our wealth of knowledge and experience, together with our robust and proactive approach, ensure we help clients to establish their businesses in an efficient and timely manner.

Regulation in The Bahamas includes practice and custom alongside written law. It is therefore important for potential or current business owners to have someone in their corner with the necessary knowledge and experience. Fortunately, our team of lawyers are fully immersed in the law and practices governing regulated markets in The Bahamas.

Whether you are an existing operator or seeking to start a new business, we can advise you on meeting the requirements for operating in a regulated market in The Bahamas—from banking and securities to telecommunications and utilities.

Some of the key regulated markets in The Bahamas include:

• Banking
• Securities business
• Insurance provision
• Telecommunications and utilities
• Hotel operation.

The tax landscape in The Bahamas has changed considerably in the past 10 years. From a local perspective, the introduction of value added tax (VAT), while still consistent with the historical position of indirect taxation, has seen a shift in tax policies. Bahamian businesses are now being tasked with collecting taxes on behalf of the Government.

From an international perspective, the introduction of the Foreign Accounts Tax Compliance Act (FATCA) and the Common Reporting Standards (CRS) has impacted the financial services sector worldwide. In The Bahamas and the BVI, financial service providers have had to adjust their operations to allow for compliance with their reporting obligations under FATCA and CRS.

We have been on the frontline of these changes. Our attorneys have sat on the panels advising the government on the drafting of the legislation. As a result, we have a unique knowledge of not only the operation of the legislation, but also the purpose and motives behind the legislative provisions. We apply such knowledge on behalf of our clients in helping them to navigate and comply with the obligations placed upon them.

We regularly advise clients on matters involving VAT, FATCA/CRS and other tax related obligations, including:

• Registering clients for VAT
• Advising clients on their ongoing obligation under VAT
• Analysing client’s entities and structures and determining the FATCA/CRS status of such entities or structures
• Advising financial institutions on their FATCA/CRS due diligence and reporting obligations
• Assisting financial institutions develop policies and procedure with respect to FACTA and CRS.

Bahamian and BVI entities are used as integral features of many different corporate, finance and real estate transactions. Whether the Bahamian entity is the vendor of property, a borrower or guarantor of a credit facility, or the issuer of a bond or other debt, when contracting with a Bahamian entity, the counterparty should seek assurances that the entity is capable of entering into such contract and that the contract is binding and enforceable.

We specialise in legal capacity and enforceability opinions, offering an efficient and responsive service, whether in the context of broader legal advice or as a standalone service. We take a business-friendly approach so as to promote the completion of the transaction, while complying with the formalities of Bahamian or BVI law.

Even when providing a legal opinion as a standalone service, we go beyond to ensure that our client is in the best position to efficiently enforce their rights.

The offer or sale of securities in The Bahamas or the BVI, or using Bahamian or BVI legal entities, is regulated by the Securities Commission of The Bahamas and the BVI Financial Services Commission, respectively. Offers or sales must be registered or be eligible for exemption from registration.

We advise issuers and the financial institutions related to the issue. We guide clients on the appropriate structure and regulatory hurdles related to an offering, taking into consideration the nature of the issuer, the issuer’s business and the underlying purpose of the transaction.

Our attorneys have experience advising clients on their registration or other requirements for new share sales, initial public offerings, private placements and the grant of warrants and options in The Bahamas or the BVI. We are adept in drafting constitutional documents of issuers, prospectus, offering memorandum and other offering documents, investment management, custodial and other service agreements