Lennox Paton Corporate Services Ltd (LPCS) is an affiliate of Lennox Paton and a licensed financial and corporate services provider in The Bahamas.
We offer efficient and effective administrative, management and fiduciary services on behalf of International Business Companies, Local Companies, Foundations, Partnerships and Executive Entities.
Our specialist team is on hand to help you coordinate your corporate portfolio seamlessly from anywhere in the world. Please call us on +1 (242) 502 5000 and ask to speak to a member of the Corporate Services Team.
We offer the following:
- Registered office
- Registered agent
- Secretarial services
- Foundation services
- Provision of shelf companies
- Bank account opening
- Liquidation services
- IBC continuations into/out of other jurisdictions
- Document legalisation
- Mail service
- Company searches
- Company restoration.
- Nominee shareholder services
- Custodian/Safe-keeping services
- Trustee services
- Escrow agent
- Secretary to Foundations
- Foundation Council Members.
International Business Companies (“IBC”) are companies incorporated under the International Business Companies Act, 2000 (“IBC Act”). IBCs are versatile corporate entities that are used to facilitate a number of ventures, including investment vehicles, mutual funds, operating companies or holding companies.
IBCs are permitted to carry on any activity anywhere that is not prohibited by the IBC Act or any other law in force in The Bahamas. However, IBCs must obtain prior regulatory approvals before they may operate within the local economy. An IBC may be established with limited or unlimited objects. IBCs have all powers permitted at law to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of their objects.
Subject to the contrary in its Memorandum or Articles of Association or a unanimous shareholders agreement, the Directors of an IBC are tasked with the management of the IBC and may exercise all the powers of the IBC, including the power to borrow money and to mortgage or charge its undertaking and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the IBC or of any third party.
IBCs may have as few as one director, who may be a corporate entity. The names of all directors shall be kept on a register, which is to be maintained with the Registrar of Companies. IBCs are required to maintain a Registered Agent and a Registered Office in The Bahamas.
We incorporate and offer all administrative services, including Registered Agent and Registered Office Services, in respect of IBCs. LPCS can incorporate an IBC in as little as 48 hours.
To incorporate a regular Bahamian company in accordance with the Companies Act 1992, clients should complete our standard form, including:
- Proposed name(s) of the company to be reserved in the Companies Registry online
- Share capital
- Name and address of shareholders
- Amount of shares to be held by each named individual
- Names of beneficial owners
- Names of directors and officers
- Anticipated purpose of the company
Clients are required to settle the incorporation and disbursements fee and pay the requisite fee for our firm to act as registered office and agent.
Companies incorporated under the Companies Act, 1992 are considered local Bahamian companies (“Local Companies”) and are generally used in connection with operations within The Bahamas. Local Companies may be private or public and limited by shares or by guarantee or both. Foreign persons interested in incorporating or acquiring shares in a Local Company must obtain prior regulatory approval.
Local Companies are permitted to carry on any activity anywhere that is not prohibited by the IBC Act or any other law in force in The Bahamas and the relevant jurisdiction. An IBC may be established with limited or unlimited objects. IBCs have all powers permitted at law to perform all acts and engage in all activities necessary or conducive to the conduct, promotion or attainment of its objects.
Subject to the contrary in its Memorandum or Articles of Association or a unanimous shareholders agreement, the Directors of a Local Company are tasked with the management of the IBC and may exercise all the powers of the IBC, including the power to borrow money and to mortgage or charge its undertaking and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the IBC or of any third party.
Local Companies are required to have a minimum of two directors and two shareholders. The names of all directors and all shareholders shall be kept on a register at the Registered Office of the company. The register of directors is to be maintained with the Registrar of Companies.
Local Companies must file an annual statement with the Registrar of Companies listing the names of the shareholders of the company as at the date 14 days following the annual general meeting of the company. Local Companies must also file with the Registrar of Companies and file an annual statement as to whether or not 60% or more of the beneficial ownership of the company belongs to Bahamians.
Local Companies are required to maintain a Registered Office in The Bahamas.
We incorporate and offer all administrative services, including Registered Office Services, in respect of Local Companies—and can incorporate an IBC in as little as 48 hours.
Bahamian law treats as a partnership any relation which subsists between persons carrying on a business in common with a view of profit, other than relations between members of a company or association. In such partnerships, every partner is liable jointly with the other partners for all debts and obligations of the firm incurred while he or she is a partner.
Bahamian law allows for the formation of limited partnerships under the Partnership Limited Liability Act, 1861 (“LPs”) and the Exempted Limited Partnership Act, 1995 (“ELPs”).
LPs and ELPs share similar characteristics in that each must have one or more persons called general partners who shall, in the event that the assets of the LP or ELP are inadequate, be liable for all debts and obligations of the LP or ELP and one or more limited partners (called ‘special partners’ in the case of LPs) who shall contribute a specific amount of capital but shall not be liable for the debts of obligations of the LP or ELP beyond such contributed amount.
The main difference between the LP and the ELP is that the ELP is restricted from undertaking business with the public in The Bahamas other than so far as may be necessary for the carrying on of the business of that ELP exterior to The Bahamas. In this regard, ELPs are tailored towards foreign investors. As a result of being so restricted, ELPs are exempt, as their name suggests, from:
- Any business license fee, income tax, capital gains tax or any other tax on income or distributions accruing to or derived from such partnership or in connection with any transaction to which that partnership or partner, as the case may be, is a party.
- Provisions of the Exchange Control Regulations Act (provided that the Exchange Control Regulations Act shall apply to a transaction by a partner who is a resident of The Bahamas for Exchange Control purposes).
- Estate, inheritance, succession or gift tax, rate, duty, levy or other charge payable by a partner or his executors or administrators with respect to any interest in an exempted limited partnership.
- The payment of stamp duty on all instruments (i) relating to transfers of property to or by an exempted limited partnership; (ii) relating to transactions in respect of the interests of an exempted limited partnership; and (iii) relating to other transactions relating to the business of an exempted limited partnership.
- Registration under the Registration of Records Act of (i) the partnership agreement of an exempted limited partnership; and (ii) all deeds and other instruments relating to transactions in respect of interests in an exempted limited partnership and other transactions relating to the business of an exempted limited partnership.
Additionally, at least one general partner of an ELP must be, if an individual, resident in the Bahamas, and if a company, be incorporated under the International Business Companies Act or under the Companies Act, or registered as a foreign company under the Companies Act.
Every ELP must have a name which includes the words “Limited Partnership” or the letters “L.P”.
Every ELP must have a registered office in the Bahamas for the service of process and to which all notices and communications may be addressed.
We specialise in drafting Memorandum of Co-Partnerships and Partnership Agreements for LPs and ELPs, respectively. We also offer Registered Office services in respect of ELPs.
The Executive Entity is a legal person with limited liability, unlimited duration and the capacity to sue and be sued in its own name. It is a stand-alone entity.
Possible functions include:
- Board or Council Member
- Settlor or Founder
The powers and functions of an Executive Entity are set out in its Charter and Articles (Articles are optional). Public filing of the Charter is optional; if it is not filed a prescribed registration statement must be filed.
The founder of an Executive Entity may be a natural or legal person. Natural or legal persons may act as officers or council members of an Executive Entity. However, an officer may not be a council member and vice versa.
An Executive Entity must appoint an Executive Agent in The Bahamas. The Executive Entity must be duly licensed as a Financial and Corporate Service Provider under the Financial and Corporate Service Providers Act or as a trust company under the Banks and Trust Companies Regulations Act
An Executive Entity may only hold assets reasonably necessary to discharge its administrative/executive functions. It is not an asset holding vehicle.
An Executive Entity must maintain proper books and records. An Executive Entity is not subject to taxation in The Bahamas.
We offer services of establishing Executive Entities and acting as Executive Agent, through our corporate services department, LPCS.