Bahamas: Doing Business in The Bahamas with Elco Bank

Last Updated: 28 November 2006

INTRODUCTION

Elco Bank and Trust Company Limited specialises in the provision of a comprehensive range of financial and corporate services from its office in The Bahamas.

The Company brings together a multi-disciplined team of qualified professionals specialising in Banking, Trust, Accounting, Brokerage and Property matters, thus enabling the Company to offer an unparalleled level of experience and expertise of the broadest spectrum to meet client requirements. The size and structure of our Organisation permits our executives to deal with all client matters on an individual and personal basis.

PROFESSIONAL SERVICES

We are able to offer through our Associate Companies and professionals:

  • International Taxation Planning
  • The incorporation and administration of no tax and low tax jurisdiction companies and United Kingdom Companies including the provision of directors, and nominee shareholders.
  • The execution of Trusts in the Turks and Caicos Islands, the Bahamas, Belize, and Cyprus.
  • The establishment and administration of Insurance Companies.
  • The provision of accounting and auditing services.
  • Immigration, residency and work permit applications.
  • Registration of both merchant vessels and pleasure yachts.
  • Commercial and residential property identification, negotiation and acquisition.

We have attempted in this short brochure to explain in simple terms the criteria relating to the effective use of companies incorporating low tax and no tax jurisdictions and most other types of tax planning vehicles.

OUR COMMITMENT

Our commitment to our clients is:

  • that we will employ the highest levels of professionalism available in all matters.
  • that we will handle all clients affairs with the utmost confidentiality and discretion.
  • that we will retain our fees at competitive levels at all times and quantify in advance the total financial commitment of the client.
  • that we will undertake to execute the clients' instructions in the most efficient, practical, and cost efficient manner at all times.

COMPANIES

- The legal framework

Any company which is incorporated must meet certain legal requirements and criteria in respect of its structure. Detailed herewith are those requirements, explained in simple terms.

COMPANY NAME

All companies are required to nominate a suitable name that is acceptable to the Registrar of Companies in the jurisdiction in which they wish to incorporate . Reasons for refusal by the Registrar to accept the proposed name are that a company exists already on the Register with an identical or similar name, or contains unacceptable words inferring connection to a Government, Statutory Body, English or Foreign Royal Family, or suggestion that the company is a Bank or Insurance company without meeting the necessary licensing requirements. Permitted names differ between jurisdictions, for example the words "International" and "Trust" are accepted in some jurisdictions, whilst not in others. The availability of any particular name can normally be confirmed within 24 hours by the Registrar of Companies prior to the application for incorporation being submitted.

REGISTERED OFFICE

All properly constituted companies are required to maintain a registered office in their country of incorporation, where they are able to accept the service of official notices, although the registered office is not necessarily the location where the business is actually carried out.

In certain jurisdictions, especially those in the Caribbean area such as the Bahamas, Belize and the British Virgin Islands there is a statutory requirement to appoint a "local resident agent" or "local registered agent" who customarily will be located at the registered office, and will be the person responsible for accepting such process or service of official notices. It should also be pointed out that certain jurisdictions also call for the appointment of either or both a resident company secretary, and a local director, who may similarly be located at the registered office of the company.

MEMORANDUM OF ASSOCIATION

The Memorandum of Association will specify what acts the company is legally able to carry out. In certain jurisdictions such as The Bahamas, The British Virgin Islands, and Panama, no "Ultra Vires" rule applies in the case of International Business Company (IBC) type corporate entities, which consequently means they can undertake any lawful business (excluding acting as Banks or Insurance Companies). This effectively is the meaning of a company being "Generally Empowered".

ARTICLES OF ASSOCIATION

The Articles of Association represent the contract between the Company itself and its shareholders, and stipulates the specific rules for the management of the company's affairs and for the conduct of its business. Additionally the Articles of Association gives details of the subscribers who formed the company, including the shares taken up by them and the total authorised share capital and share classes of the company.

AUTHORISED SHARE CAPITAL

The amount of authorised capital is without limit, although in most jurisdictions duty is payable to the Government at the time of incorporation based on the quantum of authorised capital. It is thus normal to state the maximum authorised capital for the minimum amount of duty payable. It is possible subsequently to increase the authorised share capital by board resolution, and the payment of extra duty to the Government.

ISSUED (PAID UP) SHARE CAPITAL

This will normally reflect the total liability of the members of the company, the requirement being that only the minimum required number of shares are paid up (subscribed) and issued.

SHAREHOLDERS

The Shareholders are the legal owners of the company. The minimum number of shareholders is stated in the company legislation for the particular jurisdiction. Shares of different classes, type and values can be issued, subject to authority being given within the Articles of Association . In some jurisdictions it is also possible to issue shares in Bearer form and also in Registered form. In most jurisdictions the details of shareholders are filed on public records.

The method by which the anonymity of the actual owners can be protected is to appoint nominee (or trustee) shareholders, who will hold the shares "under Declaration of Trust" on behalf of the actual beneficial owners. This involves the issue of a legal "trust deed or declaration"

DIRECTORS

The Directors (who need not be shareholders) of the company will be appointed to administer the Company, duly acting on the instructions of the beneficial owners on a day to day basis. Similarly to Shareholders the responsibilities of the directors are set out in the Articles of Association of the Company. Sometimes directors, who will customarily be tax resident in a low tax or tax free jurisdiction so as not to render the company tax resident in the country from where it is administered.

TRUSTS

The concept of "Trust" is unique to "common law" countries and has existed in English law since medieval times. Developed from English Laws of Equity it was widely used in the United Kingdom as both an effective and legal tax planning medium.

As the concept has evolved it has been introduced by legislation into the laws of a number of civil jurisdictions. A trust is generally created by a written document by which the "Settlor" (person who controls the subject assets), transfers the legal ownership of those assets to an independent third party known as the "trustee", who subsequently holds those disposed assets in favour of either known or unknown beneficiaries under the terms of the trust deed.

Customarily a "Protector" could be nominated by the Settlor who will protect the interests of the beneficiaries of the trust.

It must be noted that for a trust to be effective the title to the asset(s) must pass to the trustee(s). If this is not done it could be claimed that the trust was not legally settled and therefore was not properly constituted trust instrument.

Such transfer infers a heavy burden of responsibility on the trustees, who in practice are more commonly the Trustee Departments of Banks or other financial Institutions or Government licensed "Trust Corporations" or "Trustees" of a corporate nature, which would be bonded accordingly by the respective overseas Government.

Modern trust legislation is being constantly improved upon and such jurisdictions as The Bahamas, Nevis, The Cook Islands, and Belize are regarded as leaders in workable up to date legislation.

Trusts may be used to protect assets from taxation, currency control, potential creditors, or litigious ex spouses. They can provide a means to pass on the settled assets without exposure to inheritance tax or transfer tax.

Many countries are now implementing anti-avoidance legislation to lessen such advantages. It is therefore extremely important that the trust deed is drafted with due consideration being given to anti-avoidance legislation which may exist in the jurisdiction of residence of either the Settlor or of the beneficiaries.

Elco Bank and Trust Company Limited are fortunate in having two Attorneys on their staff who specialise in all Trust related matters.

TYPES OF OFFSHORE COMPANIES

The efficiently planned use of an individual, or more complex structure of Tax Planning entities, can give many commercial and fiscal advantages to the discerning user. We detail herewith the various general uses of trust entities however we would remind clients that their jurisdiction of tax residence, local anti-avoidance legislation, coupled to the geographical location where, or the type of business for which they intend to use the offshore entity may dictate what jurisdiction or type of structure is more suitable to meet their requirements.

We would also point out that the comments made herein are purely for information purposes and are not meant to constitute legal or other professional advice. Where appropriate we always recommend clients to consult with either legal or accountancy professionals in their country or residence or of the proposed business activity. We regularly co-operate with and advise such professionals in determining a suitable corporate structure to satisfy the specific requirement of their clients.

TRADING COMPANIES

A company involved in import-export business may establish its "Trading Company" in a no tax or low tax jurisdiction. The location of such would depend on the nature and geographical terms of the business itself. For example a company purchasing from China, and selling goods in Australia could establish its "Trading Company" in Hong Kong, the most commonly used jurisdiction within the Asia Pacific Region. In this instance as long as the Hong Kong company conducted no business in Hong Kong, the profits created would be free of taxation, whilst the location of the "Trading Company" would be acceptable to the Chinese suppliers. Another suitable location for the operation would be to use a Singapore registered company.

Another example would be for trade between India and the United Kingdom, where one could establish an Ordinary non-resident company in Mauritius for the purpose. In this instance both India and the United Kingdom have Double Taxation Treaties with Mauritius, whereby profits generated by the Trading Company would be taxable at a lower rate of between 0% and 35% in Mauritius.

Another example of effective tax planning structures, now becoming more common in use, is the creation of a Trading Company in Cyprus for commercial activities between Eastern European Countries (particularly Russian and Poland) with certain European Community Member States (notwithstanding the United Kingdom, Republic of Ireland, and Germany), the United States and Canada, all of which have valid Double Taxation Treaties with Cyprus. It may be possible to register the Cyprus company as a branch of an existing offshore company, however the same principles exist whereby profits would be taxed in Cyprus at a lower rate of 4.25% under the terms of the Double Taxation Treaties. Similarly India now enjoys a Double Taxation Treaty with Cyprus, the planned use of which can be extremely beneficial for inward investment into India by non resident parties.

Other jurisdictions commonly used for the establishment of trading companies include Jersey, Channel Islands (Exempt companies), the Isle of Man (Non-Resident), and the Republic of Ireland (Non-Resident), although when trade with Member States of the European Community is involved one must take into consideration the question of compulsory registration for Value Added Tax which is not possible in Jersey or for an Irish non-resident Company.

HOLDING COMPANIES

Probably the most common use for holding companies is where an individual does not wish it to be known that he is the "owner" of a particular company he will "adopt a corporate identity" which will become the actual owner. The most common (and lowest priced) jurisdictions nowadays for holding companies are the Bahamas, Belize, and the British Virgin Islands, all of which have the added advantage of no public filing of the details of either directors or shareholders, and the possibility to issue either registered or bearer shares.

Another common use for holding companies is the registration overseas of the company as a foreign business venture, either as a wholly owned subsidiary, joint venture, or representative office. Significant tax advantages can also be gained by utilising these companies for the acquisition of residential or commercial property. When owned by a no tax or low tax jurisdiction company personal inheritance tax or capital gains tax on a subsequent disposal may be avoided. The sale of property is effected by the transfer (and sale) of the shares of the company, with the reduction of property purchase costs to the purchaser.

INVESTMENT COMPANIES

Somewhat similar to Holding Companies in terms of the commonly used jurisdictions, Investment Companies rely on the confidentiality aspects of their controlling and beneficial interests. Commonly an "Investment Company" will open a bank account in a no tax jurisdiction and earn interest free of taxation on deposited funds.

Similarly high net worth individuals will incorporate "Investment companies" for holding their own investment portfolio in stocks, bonds, securities etc. in a third country. The investments would be held in the corporate name, thus protecting the ultimate beneficial owner's identity, and their exposure to taxation on trading profits and dividends.

INTERNATIONAL CONSULTANCY COMPANIES

With the movement of certain European Countries and the USA and Canada towards taxing their nationals on their worldwide income, there still exists scope for the self employed professional such as lawyers, architects, designers or business consultants, to employ a company in a second jurisdiction to receive their professional fees since such an entity would be considered a different legal "person" to the consultant.

INTELLECTUAL PROPERTY COMPANIES

Subject to prior planning, no tax or low tax jurisdiction companies can be effectively utilised to reduce taxes on income derived from intellectual property.

SHIPPING COMPANIES

The use of shipping companies can eliminate both direct and indirect taxation on shipping revenue. By the no tax or low tax jurisdiction company owning or chartering vessels, it should be possible for the profits for such activities to be accumulated tax free in a suitable jurisdiction. Over the recent years there has been a transfer of merchant tonnage from the more traditional jurisdictions of Great Britain, Norway and Greece to specialist shipping jurisdictions such as Liberia, Panama, Bahamas, Cyprus and Belize. It should be remembered that if a vessel is registered in a British Colony or the Channel Islands it will be entitled to fly the prestigious "Red Ensign" as if it were a native British vessel.

CAPTIVE INSURANCE COMPANIES

Captive Insurance Companies have been created by many multi national companies to provide a legitimate method whereby the company may reduce its overall tax liability. For example, in the United States together with may other countries, payments made in order to provide insurance coverage are not taxed. The multi-national will establish its own "in house" or "captive" insurance company, so that not only can its insurance risks more effectively be managed, but also reduce its overall tax position and yet maintain control over its insurance expenditure. Principally the Bahamas, Bermuda, the Turks & Caicos Islands and latterly St. Vincent & the Grenadines are the foremost jurisdictions in this sector, however many other jurisdictions offer suitable legislation for this purpose.

BAHAMAS

1.

Applicable Company legislation

International Business Companies Act, 2000

2.

What types of Company are available in this jurisdiction?

International Business Companies

Also domestic Ordinary Companies

3.

What is the annual Government fee payable?

US$350 - subject to a fine for late filing

4.

Is a Registered Office required?

Yes - in The Bahamas

5.

Is it possible to reserve a Company name in the Company Registry?

Yes – for up to 90 days

6.

How long is needed to incorporate in a name of your choice?

Incorporation will normally take 24 hours, however it will take up to 2 weeks to receive the Company documents from The Bahamas

7.

Are ready made companies usually available?

Yes

8.

Where and when must board meetings be held?

An Annual General Meeting of Shareholders is required - can be held anywhere, even by telephone

9.

Is an annual return required?

International Business Companies - no

Ordinary Companies - yes

10.

Are audited accounts required by authorities, and if so is a copy kept on public record?

No

11.

Number of companies on the register altogether

120,000 (73,000 - IBC's)

12.

Minimum number of subscribers

Two

13.

Minimum subscribed capital requirements

US$2

14.

Standard authorised share capital

US$5,000

15.

Minimum number of shareholders

Two

16.

Are the details of shareholders filed on public record?

Yes

17.

Are trustee shareholders permitted?

Yes

18.

Is it possible to increase the authorised share capital?

Yes – by the payment of extra duty on the authorised share capital

19.

Is a Company Secretary required?

No

20.

Is a local registered/or resident agent required?

Yes - must be licensed by the Government

21.

Minimum number of directors

Two

22.

Are the details of directors filed on public record?

Yes

23.

Are nominee directors permitted?

Yes

24.

What is the principle use for this type(s) of company?

For Holding Companies, or for International Trade and Banking. An IBC is exempt from any other taxation.


ELCO BANK AND TRUST COMPANY LIMITED

Loyalist Plaza, Don Mackay Boulevard, P.O. Box AB-20377

Marsh Harbour, Abaco, Bahamas

FEE SCHEDULE – 2002



JURISDICTION

OF INCORPORATION

ANNUAL TAX OR EXEMPTION FEE

ANNUAL FILING FEE

FORMATION FEE

DOMICILIARY FEES

ANNUAL ACCOUNTS

THE BAHAMAS (IBC)

NIL

350

750

750

BRITISH VIRGIN ISLANDS (IBC)

NIL

600

1000

1000

CAYMAN ISLANDS

NIL

1000

2000

1500

CYPRUS (OFFSHORE OR BRANCH REGISTRATION)

4.25%

NIL

1,570

1,500

YES

DELAWARE

-NON-RESIDENT

30

20

750

750

GIBRALTAR

-NON-RESIDENT

£150

(N/R RETURN)

£50

£560

£550

HONG KONG

298 (BRC)

50

350

750

YES

REP. OR IRELAND

-NON-RESIDENT

0%

£50

£500

£550

YES

JERSEY

£500

£120

£595

£550

ISLE OF MAN

- EXEMPT

£300

£50

£560

£500

ISLE OF MAN

-NON-RESIDENT

£600

£50

£500

£500

LIBERIA

NIL

150

950

850

LIECHTENSTEIN

-ANSTALT

%

NIL

4,990

2,850

YES

LUXEMBOURG

-1929 HOLDING

%

NIL

4,255

2,650

YES

MARSHALL ISLANDS

NIL

350

650

750

MAURITIUS (IC)

NIL

100

650

750

MAURITIUS (OFFSHORE)

RESIDENT ORDINARY

0% TO 35%

1500

2250

2250

YES

NEVIS

NIL

200

750

750

PANAMA

NIL

350

750

750

SINGAPORE

NIL

20

3500

2400

YES

SWITZERLAND

VARIES DEPENDING ON CANTON

NIL

6000

5650

YES

TURKS & CAICOS ISLES - EXEMPT

300

NIL

750

750

UNITED KINGDOM

VARIES

£50

£250

£400

YES

UNITED KINGDOM PLC

VARIES

£50

£750

£550

YES

VANUATU - EXEMPT

400

NIL

1600

750

WESTERN SAMOA

300

NIL

750

1210


ELCO BANK AND TRUST COMPANY LIMITED

BANKING CHARGES

Payment & Collections

Payments Per Unit Charge
i) Cashier's Cheques Chq Min $5.00
ii) Bank Draft Draft $25.00
iii) Electronic Transfer Transfer 0.1% - Min $ 50.00
-Max $150.00

Collections:

i) Cheques Chq $25.00
ii) Installments

- Set up Free - $75.00
- Disbursements Disbmt $10.00

_________________________________________________________________________________________________________


Guarantees and Back-to-Back Loans

First $500,000 - 1% per annum or part thereof

Next $500,000 - 1/2% per annum or part thereof

Next $4,000,000 - 1/4% per annum or part thereof

Over $5,000,000 - 1/8% per annum or part thereof

Minimum $150 plus documentation fee

_________________________________________________________________________________________________________


Correspondent Charges

All foreign exchange charges, out-of-pocket expenses and correspondent banking charges are additional and for the account of the client.

_________________________________________________________________________________________________________


Travellers Cheques

1% plus foreign exchange charge if applicable and correspondent charges.

_________________________________________________________________________________________________________


Collateral Loans

By arrangement at competitive interest rates, plus an introductory administration fee and a documentation charge.

_________________________________________________________________________________________________________


Customer Research/Reconciliations

Minimum charge per hour or fraction thereof-$50.00 (plus out-of-pocket expenses)


TRUSTEE SERVICES

For full trust administration under both inter-vivos and Will trusts including the use of Elco Bank & Trust Company Limited Services or special trusts for the holding or specified assets or special inter-vivos Action Trusts for estate planning purposes.


Full Trust Special Action
Administration Trusts Trusts
Initial Time, work Time, work
consultation and effort and effort
and set-up fee: Min - $2,000 Min - $2,000 $1,000
Annual fee 0.75% Negotiable $1,000
(in advance): Min - $3,000 ($500 - life
insurance
trusts)

Termination Fee: Commensurate with time, work, effort and responsibility, save that for trusts established prior to 1 December 1997 such fee will be in accordance with existing agreements or the scale of fees applying prior to 1 December 1997

Full Trust Administration Services includes the receipt and recording of assets, operation of bank accounts, record keeping and accounting, production of statements and management of assets.

CORPORATE SERVICES

Corporate Secretarial services include provision of the registered office, provision of directors and officers as required, maintenance of statutory corporate records and holding statutory meetings. Corporate Management services will be provided as required and include operation of bank accounts, provision of clerical facilities, production of annual financial statements and management of assets.

Initial consultation and set-up fee:

Time, work and effort - min $2,500

Annual fees (in advance):

1. Secretarial fee - $2,500

2. Management fees:

(a) Investment management or custodian of cash and securities will be in accordance with fees for Investment Services.

(b) Fees for all other services will be negotiable based on time, work and effort - min $2,500

Termination/Liquidation fee: Time, work and effort - min$2,000.


OTHER FEES AND CHARGES

Special fees: Special fees will be charged commensurate with the time, work, effort and responsibility involved for special negotiations or meetings, travel, duties of an unusual or exacting nature or for any other service not covered by specific agreement.

Out-of-pocket Government, legal and audit fees, telecommunications, expenses: post, photocopying, travel and all other attributable out-of-pocket expenses will be charged as incurred.

Note: All percentage (%) annual fees will be calculated on the higher of the book or market value of the assets under administration at the end of the period covered by the fee. For these purposes, the market value of an asset shall, if not readily ascertainable, be such value as Elco Bank & Trust Company Limited shall, in good faith, determine. An estimated amount will be charged at the commencement of the period with suitable adjustments made at the end. Funds introduced or withdrawn during the period will be treated for fee purposes on a pro-rata basis. Unless otherwise stated all fees are quoted in US dollars.

SECURITY TRADING AND SAFEKEEPING CHARGES

This schedule sets out the fees and charges covering securities trading, safekeeping and handling which will be charged in addition to any other fees and charges. These fees and charges cover the costs of physical safekeeping of securities with Elco Bank’s agents including the collection of income, the costs of execution and settlement of all trades, and the costs of handling maturities, tenders, rights issues, stock splits etc.

Trading Brokerage and Commission Charges (per transaction)

Stocks and shares - charges will range between 0.5% and 3.5% depending on the size and market of transaction. Details will be provided on request (minimum $100).

Bonds – 0.5%

Note: Brokerage and commission charges for the purchase or sale of non-quoted securities, precious metals, commodities, other types of assets and unusually large or small transactions will be quoted on request.

$50.00 per transaction with the exception of securities held by UK Custodians where the minimum is £40 (40 Pounds).

In addition, all stamp duties, registration charges, transfer fees and other duties or taxes will be charged as incurred. Any out-of-pocket charges for telex, telefax, telephone, photocopying, mail and any other special costs will be charges as incurred.

Safekeeping Charges

(charged monthly in arrears)

Minimum

(for all security types) - $50.00 per month per account

Stocks and Shares

(Annual rate per share per holding)

First 15,000 Next 35,000 On
For Currency Of Shares Shares Remainder
$ $ $
Australia 0.0200 0.0150 0.0100
Canada 0.0400 0.0300 0.0200
France 0.5000 0.3500 0.2500
Germany 0.9500 0.7000 0.4500
Hong Kong 0.0030 0.0020 0.0010
Japan 0.0350 0.0250 0.0175
South Africa 0.0900 0.0700 0.0500
Switzerland 4.2500 3.2000 2.1000
United Kingdom 0.0150 0.0115 0.0075
United States 0.0600 0.0400 0.0200

Bonds

Annual rate of 0.125% on the 1st $5 million face value per holding and 0.10% on the remainder.

Per Month per holding
Treasury Bills and Gilts $
Up to 500,000 face value 10.00
500,001-1,000,000 20.00
1,000,001-5,000,000 60.00
Over 5,000,000 100.00

Precious Metals

(Per month per ounce for bullion [coins at double rate])

$
Gold 0.0600
Platinum 0.0600
Silver 0.0015
Silver 0.0015

Zero Rate Bonds

(Annual rate on face value)

Less than 3years to maturity 0.125%
3-6 years 0.100%
6-9 years 0.075%
9-12 years 0.055%
12-15 years 0.040%
Over 15 years 0.030%


ELCO BANK AND TRUST COMPANY LIMITED

CLIENT PROFILE

PURSUANT TO KYC

Company Name ________________________________________________

Beneficial Owner ____________________________________________

Nationality ________________________________________________

Address ________________________________________________

Phone ________________________________________________

Passport (Attach Copy) ______________________________________

Utilities Bill (Attach Copy__________________________________

Employer_____________________________________________________

Annual Income ? ? ? ? ?
25,000 - 51,000 - 100,000 - 200,000 - 500,000 +
50,000 100,000 200,000 500,000

Source of Income __________________________________________________

Amount of funds coming into company for year$________________

Amount of funds going out of company for year $______________

I confirm that all assets presently in the company and all assets put into the company in future are owned beneficially by me.


__________________________________ __________________________________
Signed Dated


AUTHORITY FOR BANK REFERENCE

Date: _______________________

I/WE, hereby authorise ELCO BANK AND TRUST COMPANY LIMITED

to obtain information and commercial references on my/our business relationship with:

Bank Name: _________________________________
Name & Title of
Bank Official: _________________________________
Bank Address: _________________________________
_________________________________
_________________________________
Account Name: _________________________________
Account #: _________________________________
Signed _____________________________


ELCO BANK AND TRUST COMPANY LIMITED

Loyalist Plaza, Don Mackay Boulevard

P.O. Box AB-20377

Marsh Harbour

Abaco, Bahamas

RE: DECLARATION CONCERNING COMMUNICATION OF INSTRUCTIONS & CORRESPONDENCE.

Dear Sirs:

* IN CONSIDERATION of your receiving and acting from time to time on facsimile and/or oral instructions from or purporting to come from me/us relating to my/our business affairs communicated by telephone and in the absence of written confirmation by me/us of such instructions, I/we hereby agree to indemnify you against all and any loss, costs, damages and expenses incurred by you or to which you may be put or become liable in consequence of your acting in accordance with the above-mentioned authority.

* I/We hereby instruct you to not send me/us, under any circumstances, any communication or advices whatsoever, including confirmations or orders to buy and sell, statements of accounts and custody account statements, certificates of deposit or letters, etc., irrespective of their content. All mail is to be retained by you until you receive my/our instructions to the contrary.

I/We authorise the Bank to destroy these documents unless they are collected within ten years.

I/We release you from any responsibility and liability towards myself/ourselves or third parties arising by virtue of your strict adherence to these instructions. I/we agree to hold you harmless and to indemnify you for all costs and damages you may incur by reason of the above.

Please ensure to delete details not required.

Account Name:

Signature(s) ___________________
Address: ___________________
___________________ Date: ___________________
___________________
___________________

* delete as necessary



COMMONWEALTH OF THE BAHAMAS

THIS AGREEMENT is made the BETWEEN (hereinafter called "the Beneficial Owner(s)", which expression where the context so admits shall include his (their) heirs, legatees, intestate, successors, executors, administrators and assigns) of the one part AND ELCO BANK AND TRUST COMPANY LIMITED of P.O. Box N-7521, Nassau, Bahamas, (hereinafter called "ELCO" which expression where the context so admits shall include its associated companies wheresoever situated) of the other part WHEREAS a company has been incorporated under the laws of The Commonwealth of The Bahamas under the name of

_________________________________________

(hereinafter called "the Company") AND WHEREAS it is intended that ELCO or one or more of its subsidiary companies or some one or more of its directors, officers or employees will become the registered holder of shares of the Company as nominees for the Beneficial Owner(s) and it is possible that some one or more of the directors, officers or employees of ELCO may at the request of the Beneficial Owner(s) consent to act as directors and officers of the Company NOW THIS DEED WITNESSETH that in consideration of the premises the Beneficial Owner(s) and each of them jointly and severally convenant(s) with ELCO and its subsidiaries and (as a separate covenant) with every director, officer and employee of ELCO that the Beneficial Owner(s) will at all times hereafter indemnify ELCO and its subsidiaries and its directors, officers and employees and hold them harmless and keep them indemnified and hold harmless against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be incurred or become payable by them in respect of or arising out of:-

  1. them or any of them accepting or holding any office as director or otherwise of the Company or holding any shares of the Company; and
  2. anything done or omitted to be done whether as the registered holder of shares of or as director or office of the Company at the request or with the prior approval of or which shall have been ratified by the Beneficial Owner(s) or (his) (her) (their) agents.

IN WITNESS WHEREOF THE
Beneficial Owner(s) has/have
hereunto set (his) (her) (their) hand(s)
and seal the day and year first above
written.

Signed, Sealed and Delivered by the said

____________________ and ____________________

in the presence of:-

____________________

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions