The answers to some of the most commonly asked questions about setting up and running companies in Barbados.

Q: Who should I contact to enquire about investing in Barbados?

A: The Ministry of Economic Development can provide you with answers on investment questions and also direct you to the appropriate agency depending on the type of investment.

Q: How does Barbados categorise companies?

A: A company is a body corporate that is incorporated or continued under the Companies Act, and has rights, powers and privileges of an individual. An important factor in being an incorporated body is that the liability of owners or shareholders of the company is limited to the amount unpaid on their shares. The companies are categorised as follows:

  • domestic or local;

  • international business company;

  • foreign sales corporations;

  • external company;

  • societies with restricted liability (SRL);

  • offshore banks;

  • exempt insurance; and

  • non-profit companies.

    Q: What is an International Business Company?

    A: An IBC is a company that is incorporated under the Companies Act (Cap 308) of the Laws of Barbados and is then licensed to carry on business that is international in nature. It includes manufacturing, trade and commerce.

    Q: Do IBCs, SRLs, international banks and trusts have to file a tax return in Barbados?

    A: Yes.

    Q: How do I go about applying for an IBC licence?

    A: The company is first incorporated with the Registrar of Corporate Affairs and Intellectual Property (telephone: (246) 436-4818, www.caipo.org). Afterwards, you may apply to be licensed with the International Business Division of the Ministry of Economic Development.

    Q: What is the cost of licensing an entity?

    A: With respect to a Society with Restricted Liability and an International Business Company, the fee is Bds$500 or the equivalent in US$ (US$1 = Bds$1.98)

    Q: To whom do I write cheques in respect of the above?

    A: The Ministry of Economic Development.

    Q: What documents must be submitted to incorporate or organise a Barbados entity?

    A: The following documents are required to be filed with the Registrar of Companies on application for incorporation of a company:

  • cheque in favour of the Permanent Secretary, Ministry of Economic Development;

  • certified copy of the Articles of Incorporation/Registration/Continuance;

  • certified copy of audited financial statements of the parent company (if applicable); and

  • due diligence and compliance procedures of the person making application on behalf of the applicant, including acceptance procedures and `know your customer' policies if not submitted previously.

    For companies engaged in financial services, in addition to the documents specified above, the following documents should be enclosed:

  • an organisational chart showing the senior management and board levels with a 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;

  • approved Name Search and Name Reservation Form (Form 33);

  • notice of Address or Change of Address of Registered Office (Form 4);

  • notice of Directors or Notice of Change of Directors (Form 9);

  • articles of Incorporation (Form 1); and

  • declaration of Attorney-at-Law (where applicable).

    Q: How much does it cost to incorporate a company?

    A: Apart from the initial filing fee of Bds$30, which is required for the approval of the company name, a fee of Bds$750 is payable to the Registrar for the filing of articles of incorporation. Of course, if you obtain legal advice when completing your articles of incorporation, professional fees are payable to the Attorney-at-Law in addition to the filing fees. The legal fees are regulated under the Legal Profession (Attorneys-at-Law) (Remuneration for Non-contentious Business) Rules, 1983.

    Q: When do I have to renew the licence and what do I submit?

    A: Before the end of each calendar year, by completing the renewal form issued by the Ministry. Late renewals are subject to a penalty of Bds$500.

    Q: How long does it take to process a licence?

    A: This depends on the nature of the application, but on average it should not take more than five working days.

    Q: Do I have to apply for a licence through a service provider?

    A: This is preferable, unless you can convince the Ministry of your own bona fides.

    Q: How will I know that my licence is ready?

    A: The Ministry will advise you when the licence is ready by telephone or e-mail.

    Q: Does Barbados have secrecy laws?

    A: No, though it does recognise confidentiality based on English common law principles.

    Q: Does Barbados exchange criminal and civil tax information?

    A: Yes, Barbados has `Exchange of Information' Articles in its double taxation treaties with other countries.

    Q: Does Barbados have double taxation treaties?

    A: Yes. At present, such treaties exist with CARICOM, Canada, Finland, Norway, Sweden, UK, US, Switzerland, China, Cuba and Venezuela.

    Q: What is the procedure for amalgamating a company?

    A: The Companies Act (Cap. 308) provides three distinct procedures for effecting company amalgamations in Barbados. Briefly these may be classified as follows:

  • `long-form amalgamation' procedure (i.e. requiring the adoption of an Amalgamation Agreement by special resolution of shareholders under sections 207 and 208);

  • `vertical short-form amalgamation' procedure (i.e. amalgamation between a holding company and one or more of its subsidiaries under section 209); and

  • `horizontal short-form amalgamation' procedure (i.e. amalgamation between two or more wholly-owned subsidiaries of the same holding company under section 210).

    Q: What is the procedure for dissolving a company?

    A: A statement of intent to dissolve a company must be sent to the Registrar in the prescribed form. Upon receipt of a statement of intent to dissolve a company, the Registrar must, in accordance with Section 404 of the Companies Act, issue a certificate of intent to dissolve.

    When the Registrar issues a certificate of intent to dissolve a company, the company shall cease to carry on business except to the extent necessary for its liquidation, but its corporate existence continues until the Registrar issues a certificate of dissolution of the company.

    After the issue of a certificate of intent to dissolve it, the company shall:

  • immediately cause notice of its intent to dissolve to be sent to each known creditor of the company;

  • publish, in the Official Gazette of Barbados, and once in a newspaper published or distributed in Barbados, its intent to dissolve, and take reasonable steps to give notice of its intent in every jurisdiction in which the company is registered or has a place of business at the time it sent the statement of intent to dissolve to the Registrar;

  • proceed to collect its property, to dispose of properties that are not to be distributed in kind to its shareholders, to discharge all its obligations, and to do all other acts required to liquidate its business; and

  • after giving the notice and adequately providing for the payment or discharge of all its obligations, distribute its remaining property, either in money or in kind, among its shareholders according to their respective rights.

    Q: What are the regulatory agencies for banking and insurance in Barbados?

    A: The Central Bank of Barbados is the supervisory authority for and regulates the operations of the domestic and offshore banking sectors as well as trust, finance companies and merchant banks.

    The Office of the Supervisor of Insurance supervises the insurance industry, which comprises the domestic insurance sector and the international insurance sector.

    Q: What strategy has Barbados undertaken to combat money laundering?

    A: The Government of Barbados has taken decisive legislative, administrative and financial action to establish effective regulatory and supervisory control of financial institutions in order to ensure that the integrity of Barbados' financial system and its reputation as a `clean' jurisdiction is maintained. They are as follows:

  • the establishment of an Anti-Money Laundering Authority;

  • the establishment of a Financial Intelligence Unit; and

  • the enactment of the Money Laundering (Prevention and Control) Act 1998 and a Proceeds of Crime Act 1990.

    The Money Laundering (Prevention and Control) Act must be read together with the Proceeds of Crime Act to appreciate the comprehensive nature and extent of Barbados's statutory anti-money laundering regime.