The Bahamas Introduces Major Corporate Transparency Reforms Affecting IBCs and Companies

The Bahamas Introduces Major Corporate Transparency Reforms Affecting IBCs and Companies

On 19 June 2025, The Bahamas enacted the International Business Companies (Amendment) Act, 2025 and the Companies (Amendment) Act, 2025, implementing significant changes to its corporate transparency framework. These amendments directly impact International Business Companies (IBCs) and domestic Companies and reinforce the jurisdiction’s commitment to international regulatory standards.

The reforms focus primarily on the prohibition of nominee directors and the enhanced regulation and disclosure of nominee shareholders.

Prohibition of Nominee Directors

With immediate effect, the appointment of nominee directors is no longer permitted. A nominee director is broadly defined as a director who acts under the direction, instruction, or influence of another person, whether formally or informally, and outside the proper exercise of fiduciary duties and corporate governance responsibilities.

Existing nominee directors benefit from a transitional period but must cease acting in that capacity no later than 19 July 2026. To formalize the cessation, a Declaration of Cessation must be signed and submitted to the Registered Agent, who will file the relevant documentation with the Registrar of Companies.

IBCs and Companies are required to take reasonable steps to ensure that no director continues to act as a nominee. Non-compliance may result in significant sanctions, including administrative penalties of up to US$50,000 and potential criminal liability.

Regulation and Disclosure of Nominee Shareholders

The amendments also introduce stricter oversight of nominee shareholder arrangements. The provision of nominee shareholder services is now classified as a regulated activity and may only be carried out by persons or entities licensed by the Securities Commission of The Bahamas.

Where nominee shareholders are in place, companies must submit a Declaration of Trust to their Registered Agent. This declaration must confirm the nominee status and identify the beneficial owners (nominators) on whose behalf the shares are held. The Registered Agent is required to upload the relevant information into the Beneficial Ownership Secure Search (BOSS) system in accordance with the applicable beneficial ownership legislation.

Companies must notify their Registered Agent of any appointment, change, or cessation of a nominee shareholder within 15 days and must retain the relevant information for five years following termination of the arrangement.

Failure to disclose nominee shareholder arrangements may lead to administrative penalties of up to US$40,000 and, in certain cases, imprisonment.

Company-Level Responsibility and Sanctions

Importantly, responsibility for compliance rests with the company itself. IBCs and Companies that fail to meet the new requirements may be subject to administrative penalties accruing on a daily basis, ranging from US$1,000 to US$3,000 depending on the nature and duration of the breach.

Practical Implications

These legislative changes reflect the ongoing global shift toward greater transparency and accountability in corporate structures. Companies with existing nominee arrangements should promptly review their governance framework, coordinate with their Registered Agent and Corporate Service Provider, and ensure that all required declarations are properly executed and filed within the prescribed timelines.

Proactive compliance will be essential to mitigate regulatory risk and maintain good standing under the updated Bahamian legal framework.

To know more about this and other jurisdictions we operate in, get in touch with our team as we look forward to assisting you.