OUR PRICES

The description of corporate structures and prices quoted below is serving as a general guide and may be subject to the most recent changes of the legislation in various jurisdictions. We invite you to contact us for the latest update and free quotation.

COUNTRY: Bahrain

BAHRAIN LIMITED LIABILITY COMPANY

Legal form: In order to conduct business activities in Bahrain, entities have to a legal presence in the region under the provisions of Decree Law No. (21) Of 2001 Promulgating The Commercial Companies Law (“CCL”). All commercial companies are governed by the provisions of the CCL together with the executive regulations thereof and the ministerial orders implementing such law issued by the Minister of Commerce. In addition, Companies may also be subject to other laws and regulations depending on the nature of their activity. The CCL provides for a wide business structures that can be established under its provisions.

Non- Bahrainis who wish to establish a company in Bahrain may do so through the formation of a Bahraini limited-liability company. Articles 265 to 271 of the CCL govern company with limited liability. Further, the partners may not resort to public subscription for raising share or loan capital.

Procedure of incorporation: The following documents need to be submitted to the Ministry of Commerce:

a) An application form,

b) Company’s Declaration of Incorporation (two copies),

c) Declaration from the Shareholders about deposit of cash for the share value in a bank,

d) Declaration from the Shareholders about delivery of the shares in kind (if any) to the company,

e) Name, address, occupation, nationality, and copy of passport of the manager(s) or board of directors (if available),

f) Application fee,

g) A certificate from a commercial bank in Bahrain with regard to deposit of share capital and

h) Expert’s Report for assessment/evaluation of ‘in-kind’ shares, if any.

If the shareholder is a corporate entity, the following must also be submitted:

a) Its certificate of incorporation,

b) Evidence of approval by the concerned authorities to establish the company,

c) Its Memorandum and Articles of Association,

d) Latest audited financial statement,

e) A Resolution of the Board of Directors resolving to establish the company,

f) A Power of Attorney in favor of an authorized person to act on behalf of the company to establish and register the company,

g) Name and address of the bankers (a letter of reference from the bankers is preferable)

If the shareholder is an individual, the following documents shall be submitted:

a) Copy of passport,

b) A Curriculum Vitae setting out the applicant’s education and career along with a copy of the certificate of professional qualifications,

c) Two references,

d) Bank Reference,

e) A Power of Attorney in favor of an authorized person appointed to act on behalf of the applicant to establish and register the company.

On approval by the Ministry, the Arabic version or a bilingual Arabic/English version of the approved memorandum of association is signed by the authorized representatives in the presence of the notary public, and notarized by the Notary Public. A copy of the notarized memorandum of association together with the following is filed with the Company Registry:

a) A certificate from a Bank in Bahrain certifying that the share capital of the company has been deposited,

b) A cheque for the appropriate annual registration fee.

If the documents are complete and satisfactory in all respects, the Directorate of Company Affairs will issue the Certificate of Registration. On issuance of this Certificate, the company is incorporated and acquires its legal personality.

Name of the company: The name of the company must be followed by the words ‘Company with limited liability’, or ‘W.L.L.’ for short.

Shareholders:  There must be at least two members, and the maximum number of members is 50.

The minimum share capital: The capital may not be less than BD 20,000. The capital of the company shall be divided into shares of equal value of not less than fifty Bahraini Dinars (BD 50) each. A share shall be indivisible and non - negotiable. The company shall not be incorporated unless all cash shares are distributed among the partners, and the value thereof has been paid up in full; and the in kind shares are delivered to the company. A W.L.L. company is not permitted to undertake insurance or banking activities or the investment of funds for the account of third parties.

Directors of the company and secretary: One or more managers, who need not be partners, manage the company. There is no requirement in the law for a board of directors unless the number of partners exceeds 10. A manager has full power to bind the company with his signature unless restrictions are contained in the memorandum of association or subsequently resolved by the partners by a resolution passed at the general meeting and registered with the Commercial Registry.

Registered office and local agent: The Company’s head office shall be situated in the Kingdom of Bahrain and it may carry on its activities outside the country with the exception of any business activities, which require separate license.

Taxation: There is no corporate tax in Bahrain. The single corporate income tax in Bahrain is levied on oil, gas and petroleum companies.

Time needed for formation: Usually incorporation is completed within 14 working days, however we need 10 working days for legalization of documents and international courier delivery.

In order to proceed with the formation of the Bahrain Exempt Company please visit our  how do I start  page and then proceed to  filling in our application form