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ARTICLES

The Bahamas - Register of Beneficial Ownership

The Government of The Bahamas enacted the Register of Beneficial Ownership Act (the “Act”).This legislation provides for the Competent Authority to establish a secure system to enable each Registered Agent to maintain a database of required particulars on the beneficial owner(s) of legal entities under their administration.

The secure system will only be accessible by a designated person from a designated secured location within The Bahamas. The database is not a public register.

A legal entity is defined as an entity incorporated, registered, continued or otherwise established in accordance with the Companies Act or the International Business Companies Act. The legislation requires all legal entities to notify their registered agent of changes in beneficial ownership or particulars specified under the act.

A person will not be treated as a beneficial owner only by reason of either (a) having the benefit of a security interest over the shares or voting rights in a legal entity or (b) having a commercial exposure to the financial performance of a legal entity pursuant to financial derivatives or a similar contractual arrangement.

Required Particulars:

 For each legal entity are:

  • Full name of the legal entity, including any alternative names.
  • The incorporation number.
  • Date of incorporation.
  • Status (whether in good standing).
  • The registered address.
  • Any other particulars as the Attorney General may by Order specify.

For each beneficial owner of the legal entity:

  • Full legal name.
  • Residential address and if different, an address for service of notices under the registration of beneficial ownership law.
  • The country of ordinary residence or domicile.
  • The date of birth.
  • Nationality, supported by a passport, driver’s license or other government-issued document containing the identifying number, the country of issue and date of issue and expiry.

For each registrable legal entity of the legal entity:

  • The information as stated in A. above for a legal entity.
  • The jurisdiction in which the registrable legal entity is formed.
  • The basis upon which the legal entity is designated as a registrable legal entity.
  • Where the registrable legal entity is a foreign regulated person, the name of the jurisdiction of regulation and the name of the foreign regulator.
  • Where the registrable legal entity is a foreign state or a wholly-owned subsidiary of a foreign state, the name of that foreign state and, if applicable, a wholly-owned subsidiary.

Exemptions:

Under the Act, there are several exempted persons not required to provide particulars of their beneficial ownership such as:

  • Investment condominiums under the Investment Condominium Act.
  • Legal entities registered under the Investment Funds Act.
  • Legal entities whose securities are listed on The Bahamas international securities exchange or any other regulated securities exchange.
  •  
  • Legal entities which are a subsidiary of a legal entity that falls within the scope of the Investment Condominium Act and the Investment Funds Act.
  • Any other legal entities that the minister may exempt by regulations.

Penalties:

  • The consequences for not complying with the act will result in fines of up to $250,000, imprisonment of up to five years or both.

Vigency:

  • A legal entity in existence before 31 December 2018 must meet the requirements of the registration of beneficial ownership law before the end of 2019.
Author(s)

Lisa M Diaz

Principal Partner

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