Invest Barbados has been established by the Government to, among other things, promote Barbados as a desirable investment location, promote the export services of Barbados foreign investment and facilitate investors by providing administrative and technical assistance.
The incentives which are available to both local and foreign investors include exemptions from and reduced rates applied to direct and indirect taxes. Details on the tax incentives that are offered can be located in the Taxation tab of this Investor Guide.
Several cost incentives are offered to most types of corporations operating in Barbados. These may be summarised as follows:
- no minimum capital requirements.
- no local directors required.
- initial and annual maintenance costs are competitive.
- simple winding-up provisions.
- no tax or duty on share capital.
Generally, other incentives offered in Barbados include:
- ease of incorporation.
- simplified corporate mobility (both in and out).
- provision for redeemable shares.
- provision for pre-incorporation contracts and telephonic directors’ meetings.
- freedom to acquire real estate.
- no investment restrictions.
- single shareholder companies permitted.
- a company has the capacity of a natural person.
- corporate directors and secretary allowed with certain restrictions.
- a company may buy back its own shares or reduce stated capital subject to solvency test.
- corporations can migrate into or out of Barbados.
- an individual who is a shareholder is not deemed resident in Barbados solely by an employer/employee relationship with the IBC.
Incentives offered specifically to corporations operating within the international business environment include:
- exemption from exchange control.
- books, records and financial statements can be maintained in foreign currencies.
- income tax and exchange control concessions for resident expatriate employees.
- exemption from public filing of financial statements.
- prohibition of disclosure of information regarding the company’s business.
- guarantee of benefits for 15 years.
- benefits accruing to a manufacturing enterprise are for an indefinite period.
Provision is also made under the Companies Act for a company without share capital, called a “non-profit company” to be incorporated. Prior approval of the Minister of Finance is required, after which Articles of Incorporation and other related documents are submitted to the Registrar of Companies for processing.
The Business Names Act Cap. 317 of the Laws of Barbados allows a local or foreign firm, individual or company, to register a business name to carry on a business in Barbados. A ‘business name’ means the name or style under which any business is carried on whether in partnership or otherwise. In essence, the Business Name Act requires every individual or firm having a place of business and carrying on business under a business name which does not consist of the true surname, or the true surnames of the partners, or the corporate name of all the partners who are corporations, to register the business name in accordance with that Act.
The particulars required for Registration of persons and firms are as follows:
- Name of the Business
- General Nature of Business
- Principal Place of Business
- Full Name, Address, Nationality and Occupation of each individual; and
- Where a company is to be registered as a partner of a firm, the Name and Registered Office of the Company.
Limited Partnerships are governed by the Limited Partnership Act, Cap 312 of the Laws of Barbados, as amended, which provides a mechanism under which one or more persons (individuals or corporate) who are about to enter into a partnership agreement with each other may limit their liability. Such persons are referred to as “limited partners” and are forbidden from taking part in the management of the partnership and have no power to bind the partnership.
In addition to partners who can limit their liability, the Limited Partnership Act also makes provision for a limited partnership to consist of one or more persons designated as “general partners”, who can be made liable for all debts and obligations of the partnership and who have power to bind the firm.
Every limited partnership must be registered under the Limited Partnership Act and in default of registration the partnership shall be deemed to be a general partnership.
Registration of a limited partnership is achieved by delivering to the Registrar of Companies, a Statement or Agreement signed by the partners setting out:
- The firm’s name,
- Nature of business,
- Place of business,
- The full names and addresses of the partners,
- The term and commencement date of the partnership,
- The nature of the partnership; and
- The sum contributed by each limited partner.
Upon filing the Statement or Agreement, the Registrar of Companies shall issue a Certificate of Registration of the Limited Partnership.
Societies with Restricted Liability
A Society with Restricted Liability (“SRL”) is a corporation that is organised, rather than incorporated, under the Societies with Restricted Liability Act Cap. 318B of the Laws of Barbados. SRLs issue quotas, rather than shares, without nominal or par value and are managed either by managers, whose role is similar to directors, or by members, being the holders of the issued quotas. The articles of organization for an SRL can limit the duration of its existence, which can otherwise be perpetual. Two types of SRLs can be organised: A domestic SRL which is subject to the regular Barbados tax regime and an SRL that is licensed to conduct international business that is an International SRL (“ISRL”), which is entitled to special tax and other incentives. An ISRL is designed to be used for international business and is prohibited from transacting business with persons resident in Barbados.
Companies incorporated in Barbados can be domestic companies, or companies within the international business environment for which a licence must be obtained. All companies are incorporated under the provisions of the Companies Act Cap. 308 of the Laws of Barbados.
Further, companies incorporated in Barbados are limited by shares, which shares have no par value. A company may be incorporated with one director, but a public company requires at least three directors. No person under age eighteen may be appointed a director to a Barbados company. Companies incorporated in Barbados must have a registered office in Barbados and must maintain corporate and accounting records as prescribed by the Companies Act and the Income Tax Act. There is no prescribed minimum level of capitalisation for a domestic company, although a financial institution will be required to adhere to separate capitalisation requirements outlined under their specific legislation.
The information required to obtain a Certificate of Organisation of an SRL is similar to that required to incorporate a company.
The following information is required to be submitted to achieve incorporation and organisation:
Name – the name must be approved by the Registrar, preferably before filing the articles of incorporation. It is best to submit at least two choices in order of preference. The name must include ‘Limited’, ‘Corporation’ or ‘Incorporated’ or their abbreviated forms ‘Ltd.’, ‘Corp.’ or ‘Inc.’ as the last word. The word ‘Barbados’ may only be included if in brackets viz (Barbados).
Registered Office – an official address in Barbados where the share registers, minute books and other statutory information is usually kept. In addition, an ISRL must maintain a Registered Agent for the purpose of receiving service of process in all suits and proceedings by or against the society in Barbados, and of receiving all lawful notices. This Registered Agent must have the identical address as the Registered Office.
Directors – the full first name, initials, surname, residential address and occupation of each director. A company must have at least one director unless it is a public company in which case the minimum is three, at least two of whom must not be officers or employees of the company.
Articles – the number or minimum and maximum number of directors the company may have must be stated. There is no requirement to have a resident director and a company may be a director. The shareholders may approve the appointment of alternate directors.
Shares – the classes of shares the company is authorised to issue and if not unlimited, the maximum number of shares in each class. If there is more than one class of shares the rights, privileges, restrictions and conditions attaching to each class must be detailed. Each of the following rights must be attached to a class of share:
- the right to vote at any meeting of the shareholders
- the right to receive any dividend declared by the company
- the right to receive the remaining property of the company on dissolution
If there is only one class of shares the above rights attach to that class.
Shares are without par value and may not be in bearer form.
Restrictions – if any, to be placed on the transfer of shares or issue of new shares in the company. Unless otherwise specified, the issue of new shares is under the control of the directors.
Restrictions – if any, on the business the company may carry on.
Other provisions – if any. This would include any other provisions required by the promoter to restrict the powers of the directors and/or shareholders.
The following information and documents are to be supplied in respect of the foreign company to be registered in Barbados as an external company of the corporation that is already incorporated in another jurisdiction:
- Full legal name.
- Full address of Registered or Head Office (usually in country of incorporation).
- Address in Barbados.
- Country of Incorporation.
- Date and Manner of incorporation (i.e. date of incorporation and Legislation or Charter under which incorporated).
- Period fixed for duration of company.
- Extent to which liability of shareholders is limited.
- Authorised capital, classes and number of shares issued and outstanding and stated capital of each class outstanding.
- Details of company’s own shares purchased and redeemed in the last financial period and the cumulative total of purchases and redemptions.
- Type of business to be carried on in Barbados and date of commencement of business in Barbados.
- Full first name, initials, surname, residential address and occupation of each director.
- Name and address of a person resident in Barbados to accept service of notices etc.
The Certificate of Incorporation and Memorandum and Articles of Association with amendments, if any, of the company or other corporate instruments evidencing incorporation are required to be submitted in support of the application for registration of the external company in Barbados.
These must be provided in duplicate and must be certified or verified by the appropriate official in the country of incorporation. Notarially certified copies will be accepted.
If the documents are not in English a notarially certified translation must be provided, also in duplicate.
International Business Companies
If the company is one that will be engaged in International Business, that is, the business of international manufacturing or international trade and commerce, then an application for a licence under the International Business Companies Act Cap. 77 of the Laws of Barbados (“IBC Act”) must be made.
- For the purposes of the IBC Act, international manufacturing is the business of making, processing, preparing or packaging within Barbados, any product which is exclusively for export. International trade and commerce is defined as:-
- the business of being a broker, agent, dealer, seller, buyer or factor within Barbados of goods existing outside Barbados or of goods to be trans-shipped through or from Barbados;
- the business of the selling of services which, if originating in Barbados, are to or for, or on account of, persons resident outside Barbados;
- the business of providing from within Barbados a prescribed service for a company carrying on an international business or for a company carrying on business in Barbados under an enactment referred to in section 7 (2), other than a licensed bank referred to in paragraph (e) of that subsection; or subject to the IBC Act, any other business carried on from Barbados:
A company shall not be granted a licence under the IBC Act unless:-
- it is resident in Barbados;
- the company satisfies the Minister by furnishing the Minister with such information as he may require that it is financially capable of carrying on the business of international manufacturing or international trade and commerce and of complying with any prescribed conditions.
- For the purposes of this section, an individual who is ordinarily resident in Barbados by reason only of an employer and employee relationship with a company licensed under the IBC Act or any of the legislation referred to in subsection (2) of section 7 of the IBC Act other than a licensed bank referred to in paragraph (e) of that subsection, shall not be deemed to be resident in Barbados.
International Societies With Restricted Liability
A society that meets the specific requirements outlined below and intends to operate as an international society with restricted liability in Barbados shall apply to the Minster in the form prescribed, for a licence.
An international society may not:
- acquire or hold land in Barbados, other than land required for its business held by way of lease or a tenancy agreement for a term not exceeding the period fixed in the articles for the duration of the society or such shorter period as circumstances require;
- transact business with any person resident in Barbados;
- take deposits from any person in contravention of the Financial Institutions Act.
However, an international society may
- acquire such goods and services in Barbados as it requires for the conduct of its business; and
- transact in Barbados such business as may be prescribed with
- another international society,
- an international business company licensed under the International Business Companies Act,
- an off-shore bank licensed under the Off-shore Banking Act, and
- an exempt insurance company licensed under the Exempt Insurance Act.
There is no prohibition in the SRL Act on an international society from effecting or concluding contracts or arrangements with persons in Barbados for the supply of goods and services to the society that are necessary for the purpose of enabling the society to carry on its business with persons outside Barbados.
The application for the requisite licence may be made at the time of incorporation or registration but must be made, and the licence obtained, before the company commences business in Barbados. The application must include a brief description of the intended business of the corporation, the name and address of the proposed shareholders/quotaholders and directors/managers and the percentage of shares/quotas to be held by each shareholder/quotaholder. It must be accompanied by a declaration that the requirements of the IBC Act and or the SRL Act have been satisfied.
Various documentation in satisfaction of due diligence and know your customer standards will be required to be submitted to the International Business Unit of the Ministry of International Business and International Transport in support of the licence application. If the applicant will be engaged in financial services, in addition to the documentation mentioned above, the following will be required:
- An organizational chart showing the senior management and Board levels with brief description of responsibilities.
- Projected financial statements to include forecast balance sheets and profit and loss figures for the first three years of operation, together with assumptions underlying the preparation of figures where appropriate.
- A detailed three year business plan setting out how the proposed activities are to be conducted where appropriate
The licence is renewable annually before the 1st of January on upon application for said renewal and on the payment of the prescribed fee.
Exempt Insurance Companies
Exempt insurance business is the business of insuring risks located outside Barbados in respect of which premiums originate outside Barbados and includes the business of an underwriter, broker agent, dealer or sales person in respect of that business.
The exempt insurer will require a licence under the Exempt Insurance Act Cap. 308A of the Laws of Barbados (“the EIC Act”).
To establish an Exempt Insurance Company (“EIC”) in Barbados, a preliminary application specifying particulars of the type of exempt insurance business it proposes to do from within Barbados and providing such other information as may be prescribed, must be submitted to the Supervisor of Insurance for approval; the Supervisor of Insurance is responsible for the operation of the EIC Act as well as regulation of domestic insurance corporations. Through this process of submission of the preliminary application, consent from the Minister of Finance is obtained for the incorporation of the company or registration of the branch. A final application, signed by at least two directors of the applicant company, will be required to be made to the Supervisor of Insurance following the incorporation of the company or registration of the branch, for a licence to be issued to carry out exempt insurance business.
A licence will be issued only to a body corporate which satisfies the following requirements:-
- it is incorporated or registered under the Companies Act as a company limited by shares or as a mutual insurance company;
- its objects and activities are the transaction of exempt insurance business;
- its articles of incorporation are acceptable to the Minister;
- it has paid-up capital, or in the case of a mutual insurance company approved by the Supervisor, contributed reserves amounting to not less than US$125,000.
The licence is renewable annually on payment of the prescribed fee which is due and payable by January 31.
Management Companies and Resident Representatives
No person other than a management company may provide management services to an EIC, other than in circumstances with the EIC is self-managed. The EIC Act recognises the importance of management companies which must apply for registration and accords them similar benefits as exempt insurers. An annual licence fee is payable.
Every EIC must appoint a resident representative. A resident representative is responsible for ensuring compliance at all times with the solvency requirements.
Qualifying Insurance Companies
A Qualifying Insurance Company (“QIC”) is a domestic insurance company that has 90% of all risk insured originating outside the Caribbean Community (“CARICOM”) region and which derives at least 90% of its gross premium income from outside CARICOM. A company licensed under the Barbados Insurance Act may apply for a Certificate of Qualification.
The formation requirements of a QIC are similar to those outlined above for an EIC.
The licence is renewable annually on payment of the prescribed fee which is due and payable by January 31.
Segregated Cell Companies
A Segregated Cell Company is a separate legal corporation incorporated or registered under the Companies Act, whose assets can be allocated to different cells within the company which are kept separate from each other. Each cell is only liable for its own debts and not for the debts of any other cell within the company. Where assets have been allocated to a cell, only creditors who have entered into transactions with that cell or who have otherwise become creditors of the cell concerned have recourse against those assets. There is a duty on the directors to keep the assets of each cell separately identifiable as follows:
- to keep cellular assets separate and separately identifiable from non-cellular assets; and
- to keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells.
Not all assets belonging to a protected cell company have to be allocated to a cell. Where they are not, the assets will be available to any creditor of the company.
Under the Companies Act, insurance companies, financial services activity including insurance, banking and mutual fund activity; or such activity of a non-financial nature as approved by the Minister, can operate as segregated cell companies.
A segregated cell company incorporated, registered or continued into Barbados must include the suffix “Segregated Cell Company” or the abbreviation “SCC” in its name.
International Financial Services Companies
An International Financial Services Company (“IFSC”) is a company incorporated or registered under the Barbados Companies Act, which is licensed to carry on international banking business or other international financial services from within Barbados, under the provisions of the International Financial Services Act (“IFSC Act”). International Banks are therefore regulated under the IFSC Act.
Under the IFSC Act, International Banks are authorized to:
- Receive foreign funds through:
- The acceptance of foreign money deposits payable upon demand or after a fixed period or after notice
- The sale or placement of foreign bonds, foreign certificates, foreign notes or other foreign debt obligations or other foreign securities
- Any other similar activity involving foreign money or foreign securities
- Use the foreign funds so acquired, either in whole or in part, for:
- Loans, advances and investments
- The activities of the international bank for its account of or at its risk
- The purchase or placement of foreign bonds, foreign certificates, notes or other foreign debt obligations or other foreign securities
- Any other similar activity involving foreign money or foreign securities
- Accept in trust from persons resident outside of Barbados or from prescribed persons:
- Amounts of money in foreign currencies or securities or both
- Foreign personal or foreign movable property
- Foreign real or foreign immovable property
An IFSC can conduct business with non-residents and corporations licensed under the EIC Act and the IBC Act and International Trusts Act and with those corporations holding international licenses under the SRL Act.
An application for a licence must be completed and reviewed by the Central Bank of Barbados. On satisfaction of all requirements, a recommendation is forwarded to the Minister of Finance for approval. Once the licence is issued, The Central Bank is responsible for the oversight and control of the IFSC in Barbados.
As a guide to potential applicants for licences under the IFSC Act, qualifying criteria have been established to identify those persons from whom applications would be considered. These persons are:
- Reputable, adequately-capitalised and well-managed domestic companies with a proven track record.
- Well-established international banks or financial institutions as well as branches/subsidiaries and affiliates of such international banks or financial institutions.
- Wholly-owned subsidiaries of well-established international non-bank corporations whose activities are limited to inter-group treasury operations.
- Applicants in which the beneficial ownership rest with individuals of high net worth.
In addition to meeting one of the aforementioned criteria, the Central Bank must also be satisfied that applicants have the necessary capital to support planned operations, in accordance with internationally-accepted capital adequacy prescriptions, and have access to quality management resources to manage the assets of the proposed corporation.
The following information is required to facilitate the application process:
- Name of the proposed bank
- Name and contact details of the Auditor of the proposed bank; the audit must be performed by a recognised firm practicing in Barbados.
- Proposed Articles of Incorporation or Organisation of the bank
- Proposed By-Laws of the corporation
- Director and Officer Information, including:
- full names, residential addresses, professional business resume/professional profile showing academic and career history.
- Notarised copies of the passport and second form of photo identification for each director and officer
- Confirmation of date and country of birth of each director and officer
- Bankers’ reference of three year standing on each director and officer or a character reference of five years’ standing.
The Central Bank has provided a prescribed form which details the information required on each of the proposed directors/officers and also various certifications which each director/officer must make. These forms require the signature of the each director/officer for which there are prepared.
- Shareholder Information (assuming a corporation), including
- Name and Registered address
- Notarised Copy of Certificate of Incorporation
- Name of Directors and officers
- Latest financial report/financial statement
- Brief operational and performance history
- Bankers’ reference
- Corporate chart showing position and ownership relationship with related corporations
- Audited annual report or financial statements of ultimate beneficial owners
- Particulars of share ownership
- Particular of any loans
- Business Plan outlining the nature of the financial services which the corporation proposes to undertake. It should detail the substantive financial operations as well as more the practical management issues and policy guidelines.
This Section of the Guide attempts to cover various business forms that obtain in Barbados and therefore, does not present sufficient details as to Mutual Funds or Trusts. However, both are introduced below.
The Mutual Funds Act Cap 320B of the laws of Barbados provides the regulation, authorisation and control of mutual funds and their managers and administrators carrying on business in or from within Barbados and for related matters. A Mutual Fund is classified as:
- a registered unit trust,
- a company,
- a partnership; or
- a society
which has been granted a licence by the Securities Commission of Barbados to carry on mutual fund business in or from Barbados.
Mutual funds are required to pay an annual licence fee on or before January 31.
By way of introduction, Barbados has had facilities for the creation of trusts for centuries initially under the common law and more latterly under the International Financial Services Act and the International Trusts Act.
While appreciably trusts generally and Barbados Trusts specifically, are very flexible and therefore widely used in wealth business and estate-planning for a variety of purposes including the protection of assets, fulfilling charitable intentions, the avoidance of probate and attending to challenges that may arise with the transfer of assets under such laws as forced heirship.
- Adoption of by-laws – the company’s/society’s regulations for the internal management of the company.
- Appointment of officers – at least a Secretary should be appointed.
- Adoption of the company seal – a circular rubber stamp will be all that is necessary.
- Appointment of Auditors – all companies//societies with assets or revenues in excess of US$1m are required to have their financial statements audited by a practising Chartered Accountant or other approved Accountant in Barbados.
- Adoption of form of share/quota certificate and corporate records.
- Appointment of Bankers.
- Issue of Shares – shares/quotas must be fully paid before issue.
- Determination of fiscal year end.
- Determination of the proposed activity and passing of any resolutions necessary for the commencement of business.
Annual Compliance Requirements
On an annual basis, a Barbados corporation must ensure the following occurs from a corporate law perspective:
- Directors’/Manager’s meeting at which the financial statements are approved for presentation to the shareholders/quota holders at the annual meeting.
- First shareholders’/quota holders’ meeting must be held within 18 months of incorporation. Thereafter, annual meetings of the shareholders/quota holders must be held not more than 15 months after the preceding shareholder’s/quota holder’s meeting. The items of business that must be considered at this meeting are the financial statements and, if applicable, the auditors’ report thereon, (re) election of directors/managers and (re) appointment of auditors or, if applicable and desired, unanimous resolution not to appoint auditors.
- A shareholders’/quota holder’s list is required to be prepared, showing the number of shares/quotas held by each shareholder/quota holder.
- The annual financial statements must be audited if the gross assets or revenues exceed US$1m per annum. The Auditor must be a practicing Barbadian resident.
- An IBC or an ISRL must renew its Iicence annually by application before January 1 of each year. The annual fee must be paid before the renewal certificate is issued. Penalties and increased fees are imposed on late applications. Where the IBC or ISRL is required to have an audit, the audited financial statements must accompany the application for the renewal of the licence.
With respect to foreign companies registered in Barbados as external companies, annually, they must ensure that an Annual Return made up to December 31 is filed with the Registrar of Companies by April 1 of the following year. Failure to file will result in monetary penalties and every director and officer who knowingly and willfully authorises or permits the default is also liable to these penalties.
- Directors’/Managers’ meetings should be held at which executive decision-making occurs, including approval of material agreements, etc.
- Shares/quotas may only be issued for money, or in property or a past service that is the fair equivalent of the money that the company would have received if the shares/quotas were issued for money.
- The Registered Office of the company/society must be located in Barbados. Certain documents must be maintained at the Registered Office of the company/society.
- Adequate accounting records and minutes of meetings and resolutions of the directors/managers must be maintained by the company/society. Reasonable attention to form and care of records should be taken.
- The documents which should be filed with the Registrar of Companies include:
- Articles of Amendment relating to any changes of name, rights and provisions of the shares and any other amendments to the Articles of Incorporation/Organisation. Articles of Amendments are effective as of the date they are filed with the Registrar of Companies.
- Notices of change of directors/managers within fifteen days of the effective date of the change.
- Notice of change of registered office.
- Registration of Mortgages and Charges.
- Share transfer forms.
Several other documents and notices used in special circumstances.
- The Income Tax Act requires every company to keep records and books of account in Barbados
External companies must notify the Registrar of Companies of changes to any of the following:-
- The name of the company
- The Memorandum and Articles of Association
- The objects of the company or any restrictions to its business
- The directors
Notarised copies in duplicate of the relevant resolution which was passed or copies in duplicate of the notice that was filed in the incorporating jurisdiction, certified by the Registrar in that jurisdiction, must be filed with the Registrar of Companies in Barbados within thirty (30) days of the date of the change.
Failure to notify the Registrar of Companies within the specified time will result in the registration of the company becoming invalid after sixty (60) days of the date of the change. The registration may be revived on payment of a fee and completion of the relevant process.