The Government of the Commonwealth of The Bahamas enacted the International Business Companies (Amendment) Act, 2025 and the Companies (Amendment) Act, 2025 on June 19, 2025, introducing new corporate transparency requirements applicable to International Business Companies (IBCs) and Companies incorporated in the jurisdiction.
These amendments establish significant changes, particularly regarding the prohibition of nominee directors and the mandatory disclosure of nominee shareholders to the Competent Authority.
Prohibition of Nominee Directors
With immediate effect, the appointment of nominee directors is no longer permitted for Bahamian IBCs and Companies.
Nominee directors are defined as individuals who act under the control, instruction, or influence of another party—whether formal or informal, direct or indirect—outside the proper exercise of corporate governance or fiduciary duties.
Entities that currently have nominee directors in place must take the necessary steps to ensure their removal within the transitional period, which ends on July 19, 2026.
Disclosure of Nominee Shareholders
The amendments also introduce specific obligations for entities that have nominee shareholders.
The provision of nominee shareholder services is considered a regulated activity in The Bahamas and may only be carried out by individuals or entities duly licensed by the Securities Commission of The Bahamas.
IBCs and Companies with nominee shareholders are required to submit a duly completed and signed Declaration of Trust, confirming the nominee arrangement and identifying the beneficial owners on whose behalf the shares are held.
This information must be reported through the Beneficial Ownership Secure Search (BOSS) system, in accordance with the applicable beneficial ownership framework.
Entity Responsibilities
IBCs and Companies are responsible for ensuring that all required information is collected, accurate, and kept up to date.
They must also notify any appointment, change, or cessation of a nominee shareholder within 15 days of the relevant event. Additionally, such information must be retained for a period of five years following the termination or modification of the nominee arrangement.
Sanctions for Non-Compliance
Failure to comply with these new requirements may result in significant regulatory sanctions.
For nominee directors, failure to cease acting by July 19, 2026, may lead to administrative penalties of up to US$50,000, imprisonment for up to 12 months, or both.
For nominee shareholders, failure to disclose the nominee structure may result in penalties of up to US$40,000 and, in certain cases, imprisonment for up to six months.
IBCs and Companies that fail to meet the obligations introduced by the amendments may also be subject to daily administrative penalties ranging from US$1,000 to US$3,000, depending on the nature of the breach.
A Shift Toward Greater Transparency
These legislative changes reinforce the global trend toward enhanced corporate transparency and increased regulatory oversight of ownership structures.
Entities incorporated in The Bahamas should review their current structures, identify any nominee arrangements, and take the necessary steps to ensure compliance within the established deadlines.
