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Corporate and Commercial Law
REGINA LEX ATTORNEYS AT LAW

ReginaLex, Attorneys-at-Law offers varied and vast legal services including the incorporation of local and international business companies. Ms. Douglin advises business clients on corporate governance, operations and regulatory issues and the general oversight of the legal activities of a company. Services comprise of:

 

  • Negotiation, drafting and review of contracts and agreements associated with the activities of business including mergers and acquisitions;
  • Provision of regulatory compliance procedures including anti-money laundering legislation;
  • Advising on legislative changes in Barbados which may impact the statutory requirements of the Company;
  • Company searches and Legal opinions for international transactions.

 

Barbados has an operational and regulatory framework that facilitates the needs of both local and foreign investors. The firm ensures that its clients are complaint with the laws of Barbados enacted to support and regulate the local and international business environment including but not limited to the:

 

  • Companies Act, Chapter 308 of the Laws of Barbados;
  • International Business Companies, Chapter 77 of the Laws of Barbados;
  • International Financial Services Act, Chapter 325 of the Laws of Barbados;
  • Fair Competition Act, Chapter 326C of the Laws of Barbados;
  • Societies With Restricted Liability Act, Chapter 318B of the Laws of Barbados;
  • Securities Act, Chapter 318A of the Laws of Barbados ;
  • Electronic Transactions Act, Chapter 308B of the Laws of Barbados;
  • Protection Against Unfair Competition Act; Chapter 329A of the Laws of Barbados;
  • Utilities Regulation Act, Chapter 282 of the Laws of Barbados;
  • Consumer Protection Act, Chapter 326D of the Laws of Barbados;
  • Consumer Guarantee Act, Chapter 326E of the Laws of Barbados;
  • Telecommunications Act; Chapter 282B of the Laws of Barbados;
  • Exempt Insurance Act, Chapter 308A of the Laws of Barbados;
  • Corporate and Trust Service Providers Act 2015;
  • Money Laundering and Financing of Terrorism (Prevention and Control) Act, 2011 – 23;
  • The International Trusts Act Chapter 245 of the Laws of Barbados;
  • Income Tax Act, Chapter 73 of the Laws of Barbados and associated regulations.

Frequently Asked Questions

Why Invest in Barbados?

Barbados is a high quality center for International Business and is known as an important financial services center throughout the world.  The financial services and international business sectors are two of the fastest-growing sectors of Barbados’ economy.   The factors which contribute to Barbados’ continued growth in the offshore financial sector include one of the highest degrees of political and social stability in the world, low rates of taxation, excellent communications, skilled expertise and a sensible regulatory environment.

 

Barbados has an operational and regulatory framework that efficiently and effectively facilitates the needs of both local and foreign investors. The legal system in Barbados is grounded in English common law.  Commercial legislation in Barbados is modern and is continuously under review in order to ensure that it meets the needs of the business community.

 

Barbados’ reputation as having a well regulated and transparent regulatory environment with a long history of exchange of information is widely known with an expanding and diverse network of Double Taxation Agreements containing up-to-date OECD established exchange of information provisions.  Barbados continues to participate in the global discussion on automatic exchange of information and is committed to ensuring that its laws and practices are fully compliant with new international standards designed to combat tax evasion and money laundering.

 

 

Coupled with a robust regulatory framework, adherence to international standards of transparency and information exchange, Barbados’ low-tax regime has been used by the discerning international investors to properly and effectively structure investments.

 

As a financial services center, Barbados has put in place infra-structural services to support its financial services sector.  It has expertise in legal and accounting services to provide necessary business operations and information to this sector.  In addition, Barbados has modern communication facilities including direct distance dialing to all parts of the world.  International telecommunications are facilitated by reliable high-speed data transfer through fiber optic cables to allow up to T1 connection.  Businesses both offshore and onshore can avail themselves of various services, including digital subscriber lines (DSL), automatic telex, worldwide facsimile transfer, and international private leased circuits for voice and data. Barbados has a rapidly growing number of headquarter companies and the offshore businesses are well served by skilled human resources.

 

Among the advantages in choosing Barbados are:

 

  • Excellent professional services,
  • Advanced communications infrastructure ;
  • Political stability;
  • Well developed corporate and support services infrastructure;
  • Strong links with Britain and Canada;
  • Offshore incentives;
  • Manufacturing incentives;
  • An incentive regime for Offshore Banks;
  • Free trade agreements ;
  • Sophisticated banking system;
  • Excellent air/sea links to world markets in North and South America and Europe – Tax holidays and other incentives for tourism and hotel projects;
  • Modern Shipping registry;
  • Income tax concessions to employees of companies operating in the international business sector;
  • Competitive cost structure;
  • Unique cosmopolitan life-style;
  • No estate or succession duties;
  • Well-established confidentiality laws ;
  • Excellent health services.
How may a person or entity carry on business in Barbados?

A person may carry on business in Barbados as a sole trader, a partnership, a company or a Society with Restricted Liability (SRL).  These businesses are registered with the Corporate Affairs and Intellectual Property Office of Barbados.

 

Setting up of an International Business Company (I.B.C.) or an International Society with Restricted Liability (I.S.R.L.) in Barbados involves a two-step process. The I.B.C. or I.S.R.L. must first be incorporated at the Corporate Affairs and Intellectual Property Office and must then be licensed at the Barbados International Business Division.

What is an 'external company'?

An ‘external company’ is defined in section 324(1)(a) of the Companies Act Cap.308 as “any incorporated or unincorporated body formed under the laws of a country other than Barbados”. To formally establish a legal presence within the jurisdiction of Barbados, an external company must be registered in Barbados in order to carry on any business or undertaking in Barbados. This requirement for registration formally subjects the ‘external company’ to the provisions of the Companies Act, Cap. 308.

What entities require special registration other than under the Companies Act, Cap 308 of the Laws of Barbados?

There are certain categories of companies which conduct international business from Barbados under special legislation:

These are:

 

  • International Business Companies (IBCs): International Business Companies, Chapter 77 of the Laws of Barbados;

 

  • Exempt Insurance Companies (EIs): Exempt Insurance Act, Chapter 308A of the Laws of Barbados;

 

  • Exempt Societies with Restricted Liability (Exempt SRLs): Societies With Restricted Liability Act, Chapter 318B of the Laws of Barbados;

 

  • Offshore Banks (OBs: International Financial Services Act, Chapter 325 of the Laws of Barbados and the Off-shore Banking Act (subsidiary legislation).

 

The International Business Company is a company licensed under the International Business Companies Act, 1991 to conduct “international manufacturing” from within Barbados, or which is licensed to conduct “international trade and commerce” from within Barbados. After incorporating as a company under the Companies Act, any company wishing to conduct “international business” is required to obtain a licence from the Barbados International Business Division before commencing business in Barbados and to renew the licence annually at that Ministry, by payment of an annual licence fee. There is no impediment to Barbadians operating international business companies and international business may be conducted within Caricom and globally.

 

An Exempt SRL is a legal entity which is licensed under the Societies with Restricted Liability Act, Cap 318B to transact business from Barbados with persons outside the Caricom region.

 

An Exempt Insurance Company is a foreign owned company which is licensed under the Exempt Insurance Act, Cap.308A to conduct insurance business from Barbados but whose risks and premium originate outside Barbados. These companies are regulated by the Office of the Supervisor of Insurance who issues licences and monitors their compliance with the terms of their licenses and with other requirements on an ongoing basis.

 

An Offshore Bank is a company which is licensed under the Off-Shore Banking Act, Cap.325 to conduct off-shore banking from within Barbados. Off-shore banks are regulated by the Bank supervision Department of the Central Bank of Barbados which advises the Minister in relation to the issuance of licences and monitors compliance of licensees with the terms of their licenses and with other banking guidelines and requirements on an ongoing basis.

What is the Money Laundering and Financing of Terrorism (Prevention and Control) Act, 2011?

The Money Laundering and Financing of Terrorism (Prevention and Control) Act, 2011, was proclaimed on November 11, 2011. This Act reforms the law in respect of the prevention and control of money laundering and financing of terrorism to reflect more comprehensively the Forty Recommendations and Nine Special Recommendations of the Financial Action Task Force which Barbados is committed to implement by virtue of its membership in the Caribbean Financial Action Task Force, an associate member of the former body, and provide for related matters.

What is the Corporate and Trust Service Providers Act 2015?

The Corporate and Trust Service Providers Act seeks to regulate the providers of certain corporate and trust services. This Bill was passed on May 1, 2015. The Act is in line with international standards and therefore helps to enhance Barbados’ international financial services reputation. The Act regulates corporate and trust service providers and promotes and maintains high standards of conduct, ethics and competence in the provision of corporate and trusts services. The Act ensures that service providers adhere to international standards and best practices, including procedures and policies to enable them to know, identify, and verify the identity of their clients and exercise due diligence in the provision of corporate and trust services and enable the protection of the interests of specified entities and of service providers.

What are the Income Tax (Exchange of Information) Regulations 2011?

The passage of the Income Tax (Exchange of Information) Regulations, 2011, allows Barbados to meet the standards set out in Article 26 of the OECD 2008 Model Agreement on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on income and capital in double taxation agreements currently in place.