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Barbados: Types of Company

Introduction

The Companies Act 1982 legislates companies in Barbados. It was modelled on the Canadian Business Corporation Act. Company forms available under the Act are limited liability companies, companies without share capital (for non-profit purposes) and mutual insurance companies. Most offshore operations in Barbados make use of the limited liability company form, and then take offshore status under one of the enabling pieces of legislation, including the International Business Companies Act 1991, the Foreign Sales Corporations Act 1984, and the various specialised financial company forms.

Companies are formed under the Companies Act by submitting Articles of Incorporation, Notices of Directors and Registered Address and Request for Name to the Registrar of Companies. The Registrar issues a Certificate of Incorporation, and the company exists as from the date of the Certificate. Incorporation usually takes two or three days; shelf companies are not available. The Companies Regulations 1984 establish registration fees for companies formed under the Companies Act. A fee of USD750 is payable to the Government on incorporation and an annual fee of USD250 thereafter.

Barbadian companies need to have a registered office, and must keep various documents there, including minutes of directors' and shareholders' meetings, registers of shareholders and debenture holders, and accounting records. There needs to be a company secretary. Annual returns are not required; neither are audits unless total assets exceed USD1 million (USD500,000 before January 1, 2010) and they do not have to be filed. The audit threshold is set to be raised from USD1 million to USD2 million from January 1, 2014.

Under pressure from the OECD, Barbados is effectively merging its offshore and onshore sectors, and the Companies Act is in the process of being modified.

 

 

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