Bahamas: Registration Of Securities Intermediaries In The Bahamas

Last Updated: 15 October 2012
Article by Higgs & Johnson Counsel & Attorneys at Law


This legal guide sets out a brief summary of the registration requirements for persons or entities engaged in conducting securities business in or from The Bahamas. For further information please contact the Securities Department at Higgs & Johnson.


The legislative regime regulating securities intermediaries in The Bahamas was recently overhauled by the introduction of the Securities Industry Act, 2011 (the “Act”) which came into force on 30th December, 2011 and repealed the Securities Industry Act, 1999. The Securities Industry Regulations, 2012 (the “Regulations”) which accompany the Act, were gazetted on 9th January, 2012 and made public in February, 2012.


No firm may carry on or purport to carry on securities business in or from The Bahamas unless that firm is registered with the Securities Commission of The Bahamas (the “Commission”) to carry on that business (a “Registered Firm”) or is exempt from registration.

A Registered Firm may be structured as a company incorporated or registered under the Companies Act, 1992 (the “CA”) or incorporated under the International Business Companies Act, 2000 (the “IBCA”) and can apply to the Commission for authorization to carry on one or more of the following four categories of securities business:

Dealing in securities - This includes (i) buying, selling, subscribing for or underwriting securities as an agent, (ii) buying, selling, subscribing for or underwriting securities as principal where the person entering into that transaction (a) holds himself out as willing as principal, to buy, sell or subscribe for securities of the kind to which the transaction relates at prices determined by him generally and continuously rather than in respect of each particular transaction, (b) holds himself out as engaging in the business of underwriting securities of the kind to which the transaction relates or (c) regularly solicits members of the public with the purpose of inducing them, as principals or agents, to buy, sell, subscribe for or underwrite securities and such transaction is entered into as a result of such person having solicited members of the public in that manner.

Arranging deals in securities – Making arrangements with a view to (i) another person (whether as a principal or an agent) buying, selling, subscribing for or underwriting securities or (ii) a person, who participates in the arrangements, buying, selling, subscribing for or underwriting securities. Managing securities – Managing securities belonging to another in circumstances involving the exercise of discretion.

Advising on securities – Advising a person on securities if the advice is (i) given to the person in his capacity as an investor or in his capacity as agent for an investor or potential investor and (ii) advice on the merits of his doing any of the following (whether as principal or agent) (a) buying, selling, subscribing for or underwriting a particular security or (b) exercising any right conferred by a security or buy, sell, subscribe for or underwrite a security.

Parts 3 and 4 respectively of the First Schedule to the Act list the activities and persons which will not be subject to registration under the Act; such exempt activities and persons include, without limitation, (i) entities incorporated in The Bahamas whose sole securities business is the provision of advisory or management services to one or more investment funds licensed or registered with the Commission as standard, professional or SMART funds and (ii) entities engaged in carrying on securities business exclusively for one or more affiliated companies.


Registered Firms engaging in the business of dealing in securities or arranging deals in securities must have a physical presence in The Bahamas. Registered Firms engaging in the business of managing and/or advising on securities can satisfy the requirement for a physical presence by appointing a managing representative in The Bahamas. The managing representative must (i) be a Registered Firm, an investment fund administrator operating in The Bahamas holding a restricted or unrestricted administrator’s license, a licensed financial and corporate services provider or a licensed bank or trust company holding an unrestricted license, (ii) have knowledge of the type of activities of the firm for which it wishes to act as managing representative, the technical and managerial resources and operational capacity to act as a managing representative, be fit and proper and meet such other requirements as may be prescribed by the Commission and (iii) be approved by the Commission. A service level agreement containing the prescribed information must be entered into between the proposed managing representative and the relevant firm seeking registration.


All persons employed by a Registered Firm performing securities related functions must be registered with the Commission as a Trading Representative, Discretionary Management Representative or an Advising Representative. Each Registered Firm must also register a Compliance Officer and a Chief Executive Officer, who in the case of the latter, must be located in The Bahamas. Any employees performing functions which are solely administrative in nature, including, technology support, facilities support, human resources management and clerical support, are not required to be registered with the Commission.

As a minimum, an applicant for registration as Chief Executive Officer, Compliance Officer, Trading Representative, Discretionary Management Representative or Advising Representative must have no less than six (6) months of securities related experience and have obtained one of the examinations recognized by the Commission from time to time, or at least ten (10) years of securities related experience.

Any non-Bahamian employed by a securities investment advisor or broker-dealer must obtain a work visa from the Department of Immigration.


A Registered Firm must maintain adequate financial resources to meet its business commitments, withstand the risks to which its business is subject and meet the prescribed requirements. The minimum levels of regulatory capital under the Act for each category of securities business have not yet been prescribed by the Commission.


Each Registered Firm must (i) appoint an approved auditor, (ii) file a copy of its audited financial statements with the Commission by not later than 120 days after the end of its financial year, (iii) file a copy of its quarterly financial reports and certain other financial information prescribed by the Regulations with the Commission by not later than the 30th day after the end of the first, second, third and fourth quarter of its financial year.


Applications for registration as a Registered Firm and for the registration of its individual representatives must be made in the form prescribed by the Commission. Such forms are available on the Commission’s website .

The Commission’s application, registration and annual fees are as follows:

A late payment fee equal to 1/12 of the amount of the annual fee payable is levied each month the annual fee remains outstanding. Clients should allow approximately 3 to 6 months for the Commission to approve an application for registration as a Registered Firm following its submission for consideration.


If the Registered Firm will be structured as a company incorporated under the CA and one or more of its shareholders will be non-Bahamian, that company must be registered with the Exchange Control Department of the Central Bank of The Bahamas (the “Central Bank”).

If the Registered Firm will be providing services to persons and entities who are "residents" of The Bahamas for Exchange Control purposes, that is, citizens of The Bahamas, individuals in possession of a certificate of permanent residency with an unrestricted right to work or companies incorporated under the laws of The Bahamas that have been designated "resident" for Exchange Control purposes, a "resident" designation will be required from the Central Bank and such Registered Firm will only be allowed to maintain foreign currency accounts for specifically approved purposes.

However, if the Registered Firm will be providing its services to persons and entities that are “nonresident” for Exchange Control purposes, such Registered Firm will require a “non-resident” designation for Exchange Control purposes. This status will permit it to operate foreign currency accounts and hold foreign securities without reference to the Central Bank.

If the Registered Firm will be incorporated under the IBCA and will be providing its services to “nonresidents” only, no designation will be required from the Central Bank for Exchange Control purposes. Work-visa holders, temporary or annual residents and companies incorporated under the laws of The Bahamas that have been designated “non-resident” by the Exchange Control Department of the Central Bank are “non-resident” for Exchange Control purposes.


Registered Firms must obtain an annual business license in accordance with the provisions of the Business License Act (the “BLA”). The initial application fee is $100. Thereafter, if the entity is designated “resident” for Exchange Control purposes, its business license fees will be payable on the annual turnover. However, if the entity is designated “non-resident” for Exchange Control purposes, its annual business license fee will be $300 per annum.


Our fees for incorporating a company under the CA or the IBCA are set out in our memoranda attached hereto.

Our fees for assisting with securing registration with the Commission as a Registered Firm, the approval of the Exchange Control Department of the Central Bank (if necessary) and a business license, are a minimum of $10,000 exclusive of disbursements. Thereafter, we would charge on a time spent basis.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

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 (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

To Use 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.


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.


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