- Monday, March 25, 2019
NEW LEGISLATION (“registration of beneficial ownership law”) is now in force in The Bahamas to create a secure and searchable database of beneficial ownership details of all Bahamian companies. The beneficial ownership law aims to align The Bahamas with evolving international standards amongst financial centers.
The registration of beneficial ownership law was enacted by the Register of Beneficial Ownership Act, 2018. It is effective as of 2019 and applies to all companies (each termed a “legal entity”) existing in The Bahamas under the Companies Act or the International Business Companies Act.
Who has access?
The database is not a public register. As such, it is not accessible by the public at large.
The secure and searchable database is required to be maintained by a legal entity’s registered agent. In the case of legal entities for which Delaney Corp. (Bahamas) Ltd. (“Delaney Corp”) is the registered office, Delaney Corp as registered agent will maintain and have access to the database.
Additionally, the registration of beneficial ownership law requires that designated persons within the office of the Attorney General of The Bahamas are permitted to access the database.
Only authorised persons may lawfully access the database. Any access by an unauthorized person is an offence. Further, every authorised person accessing the database owes a statutory duty of confidentiality in relation to all information maintained in the database. Any access by an unauthorised person, or any breach by an authorised person of the duty of confidentiality is punishable by fine and/or imprisonment.
Who is a beneficial owner?
A beneficial owner is a natural person who ultimately owns or controls a legal entity.
Under the registration of beneficial ownership law beneficial owners include the following:
Having a security interest over shares in a legal entity or other contractual arrangements tied to its financial performance may not necessarily be sufficient to constitute such a person as being a beneficial owner.
In certain instances, a legal entity may have a beneficial owner which is itself another legal entity that is considered to be “registrable legal entity”, the effect of which is that (insofar as that registrable legal entity being a beneficial owner is concerned) it would not be necessary to get to the point of a natural person which is ultimate owner. A registrable legal entity is a non-natural legal person which (by itself, affiliates or wholly owned subsidiaries) would be a beneficial owner of the legal entity in question if it were a natural person, and which is also one of the following:
The registered agent must verify the identity of beneficial owners and of registrable legal entities, and collect and maintain the information which is required by the registration of beneficial ownership law.
What information is required to be collected and maintained on the secure database?
Delaney Corp must maintain the following information:
a) For each legal entity for which it provides registered office and serves as registered agent:
(i) Full name of the legal entity, including any alternative names
(ii) The incorporation number;
(iii) Date of incorporation;
(iv) Status (whether in good standing);
(v) The registered address;
(vi) Any other particulars as the Attorney General may by Order specify .
b) For each beneficial owner of the legal entity –
(i) Full legal name;
(ii) Residential address and if different, an address for service of notices under the registration of beneficial ownership law;
(iii) The country of ordinary residence or domicile;
(iv) The date of birth;
(v) Nationality, supported by a passport, driver’s licence or other government-issued document containing the identifying number, the country of issue and date of issue and expiry.
c) For each registrable legal entity of the legal entity –
(i) The information as stated in A. above for a legal entity;
(ii) The jurisdiction in which the registrable legal entity is formed;
(iii) The basis upon which the legal entity is designated as a registrable legal entity;
(iv) Where the registrable legal entity is a foreign regulated person, the name of the jurisdiction of regulation and the name of the foreign regulator;
(v) 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, wholly owned subsidiary.
Who is exempt under the registration of beneficial ownership law?
An exempt person is a person who meets one or more of the following conditions:
Beneficial ownership information is not required in the case of exempt persons. However, Delaney Corp, as registered agent, must maintain for any exempt person for which it provides registered office - (i) the details required in A. above for a legal entity, and (ii) the basis upon which the exempt person is designated as an exempt person.
What does this mean for you?
Clients of Delaney Corp are required to do the following:
Legal entities existing before 2019 (transitional requirements)
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.
What if you do nothing?
There are statutory penalties for non-compliance. Failure to give the registered agent the beneficial ownership information required is a statutory offence for which, on conviction, the offender is subject to a fine or imprisonment. Fines range between $5,000 - $40,000 on summary conviction (Magistrate’s Court) and $10,000 - $250,000 on conviction on indictment (Supreme Court).
In coming weeks, all clients for which Delaney Corp provides registered office and registered agent services to legal entities will receive a Client Update form for completion and prompt return to Delaney Corp. Kindly complete that Client Update form and return it to us on or before 31 July 2019.
How to get further help?
 We are currently not aware of any such particulars.
 We are not aware of any to date