Bahamas IBC Act -309
ARRANGEMENT OF SECTIONS
ART I PRELIMINARY
Short title. 1.
CONSTITUTION OF COMPANIES
Persons who can incorporate International Business Companies. 4.
No criminal objects or purposes. 5.
Contravention of section 5. 6.
Personal liability. 7.
Mode of limiting liability of members. 8.
Company limited both by shares and by guarantee. 9.
Validity of acts of company. 11.
Certificate of incorporation. 16.
Certificate to be evidence of compliance. 17.
Amendment of Memorandum or Articles. 18.
Copies of Memorandum and Articles to members. 19.
CAPITAL AND DIVIDENDS
Consideration for shares. 20.
Amount of consideration. 21.
Fractional shares. 22.
Capital and surplus accounts. 23.
Dividend of shares. 24.
Increase or reduction of capital. 25.
Division and combination. 26.
Nature of share. 27.
Share certificates. 28.
Share Register. 29.
Rectification of Share Register. 30.
Transfer of registered shares. 31.
Acquisition of shares. 32.
Treasury shares disabled in respect of voting and dividends. 33.
Increase or reduction of capital. 34.
Appreciation of assets. 36.
REGISTERED OFFICE AND AGENT
Registered office. 37.
Registered agent. 38.
Register of registered agents. 39.
DIRECTORS, OFFICERS, AGENTS AND LIQUIDATORS
Management by directors. 40.
Unanimous shareholder agreement. 41.
Election, term and removal of directors. 42.
Number of directors. 43.
Register of directors and officers. 44.
Powers of directors. 45.
Emoluments of directors. 46.
Committee of directors. 47.
Meeting of directors. 48.
Notice of meetings of directors. 49.
Quorum of directors. 50.
Consents of directors. 51.
Alternates for directors. 52.
Meeting of single director or single shareholder. 53.
Officers and agents. 54.
Standard of care. 55.
Reliance on records and reports. 56.
Conflict of interests. 57.
PROTECTION OF MEMBERS AND CREDITORS
Meetings of members. 60.
Notice of meetings of members. 61.
Quorum for meeting of members. 62.
Voting by members. 63.
Consents of members. 64.
Service of notice on members. 65.
Service of process, etc. on company. 66.
Books, records and common seal. 67.
Inspection of books and records. 68.
Contracts generally. 69.
Pre-incorporation contracts. 70.
Notes and bills of exchange. 71.
Power of Attorney. 72.
Authentication or attestation. 73.
Company without a member. 74.
MERGER, CONSOLIDATION, SALE OF ASSETS, FORCED REDEMPTIONS, ARRANGEMENTS AND DISSENTERS
Interpretation for purposes of Part VII. 75.
Merger and consolidation. 76.
Merger with subsidiary. 77.
Effect of merger or consolidation. 78.
Merger or consolidation with foreign company. 79.
Disposition of assets. 80.
Redemption of minority shares. 81.
Rights of dissenters. 83.
Provisional registration. 85.
Certificate of continuation. 86.
Effect of continuation. 87.
Continuation under foreign law. 88.
WINDING-UP, DISSOLUTION AND STRIKING-OFF
Definition of contributory. 89.
Nature of liability of contributory. 90.
Contributories in case of death. 91.
Contributories in case of bankruptcy. 92.
Circumstances giving rise to winding up by court. 93.
Company when deemed unable to pay its debts. 94.
Application for winding up to be made by petition. 95.
Power of court. 96.
Commencement of winding up. 97.
Court may grant injunction. 98.
Course to be pursued by court. 99.
Actions and suits to be stayed. 100.
Copy of order to be forwarded to Registrar. 101.
Power of court to stay proceedings. 102.
Effect of order on share capital of company limited by guarantee. 103.
Court may have regard to wishes of creditors or contributories. 104.
Appointment of official liquidator. 105.
Remuneration of official liquidator. 106.
Style and duties of official liquidator. 107.
Powers of official liquidator. 108.
Discretion of official liquidator. 109.
Vesting of property in liquidator. 110.
Assistance for liquidator. 111.
Ordinary Powers of Court
Collection and application of assets. 112.
Provisions as to representative contributories. 113.
Power of court to require delivery of property. 114.
Power of court to order payment of debts by contributory. 115.
Power of court to make calls. 116.
Power of court to order payment into bank. 117.
Regulation of account with court. 118.
Representative contributory not paying moneys ordered. 119.
Order conclusive evidence. 120.
Court may exclude creditors not proving in certain time. 121.
Court to adjust rights of contributories. 122.
Court to order costs. 123.
Dissolution of company. 124.
Registrar to make minute of dissolution. 125.
Extraordinary Powers of Court
Power of court to summon persons. 126.
Examination of parties by court. 127.
Power of arrest. 128.
Power of court cumulative. 129.
Power to enforce orders. 130.
Winding up by resolution of directors. 131.
Voluntary winding up and dissolution. 132.
Appointment of liquidator. 133.
Powers of directors in a winding up and dissolution. 134.
Duties of liquidator. 135.
Powers of liquidator. 136.
Power of liquidators or contributories in voluntary winding up to apply to court. 137.
Procedure on winding up and dissolution. 138.
Effect of voluntary winding up. 139.
Rescission of winding up and dissolution. 140.
Winding up and dissolution of company unable to pay its claims, etc. 141.
Winding-up subject to the Supervision of the Court
Power of court on application to direct winding up subject to supervision. 142.
Petition for winding up subject to supervision. 143.
Court may have regard to wishes of creditors. 144.
Powers of court to appoint additional liquidators in winding up subject to supervision. 145.
Effect of order of court for winding up subject to supervision. 146.
Appointment of voluntary liquidators to office of official liquidators. 147.
Disposition after the commencement of winding up to be rendered void. 148.
Books of the company to be evidence. 149.
Disposal of books, accounts and documents of the company. 150.
Inspection of books. 151.
Power of assignee to sue. 152.
Debts to be proved. 153.
Rules to be observed. 154.
Preferential payments. 155.
Liquidation scheme may be approved. 156.
Acceptance of shares, etc., as consideration for sale of property of company. 157.
Mode of determining price. 158.
Certain attachments and executions to be void. 159.
Fraudulent preference. 160.
Assessment of damages against delinquent directors and officers. 161.
Prosecution of delinquent directors in winding up by court. 162.
Prosecution of delinquent directors in voluntary winding up. 163.
Receivers and managers. 164.
Striking off. 165.
Restoration to Register. 166.
Effect of striking off. 167.
Appointment of official liquidator. 168.
Dissolution of company struck off. 169.
PART X - LIMITED DURATION COMPANY
Interpretation for purposes of Part X. 170.
International Business Company may apply to be registered as a limited duration company. 171.
Registration of limited duration company. 172.
Contents of Articles of limited duration company. 173.
Winding up of a limited duration company. 174.
Cancellation of registration. 175.
FEES AND PENALTIES
Penalties payable to Registrar. 177.
Criminal liability and proceedings. 178.
Name offence. 179.
Failure to keep Share Register. 180.
False reports and false statements. 181.
Miscellaneous offence. 182.
Recovery of penalties, etc. 183.
Company struck off liable for fees, etc. 184.
Fees, etc., to be paid into Consolidated Fund. 185.
Fees payable to Registrar. 186.
Form of certificate. 189.
Certificate of good standing. 190.
Inspection of documents. 191.
Declaration by court. 192.
Judge in Chambers. 193.
Minister may vary fees. 194.
SCHEDULE - Fees to be Paid to the Registrar.