The International Business Companies (Amendment) Act, 2025 (the “Amendment Act”) introduces significant regulatory changes impacting nominee shareholders and nominee directors of International Business Companies (IBCs) incorporated in The Bahamas. The Amendment Act became effective on January 19th, 2026.

The amendments aim to enhance transparency, strengthen beneficial ownership obligations, and prohibit the use of nominee directors within Bahamian IBCs.

The amendments introduce the following key provisions:

Nominee Shareholder Arrangements:

• All nominee shareholder arrangements must be clearly disclosed, with the underlying principal designated as the beneficial owner for Beneficial Ownership purposes.
• All existing nominee shareholders are required to execute a written declaration of trust identifying the beneficiaries and must ensure that a record of this declaration is kept at the company’s registered office.
• The fact that shares are held by a nominee must be expressly stated in the Memorandum and the Register of Members.

Penalties

• A person or a company who fails to identify and verify beneficial owners, or to notify any changes within 15 days of such changes commits an offence punishable by:
• A fine of up to $40,000.00
• Imprisonment for up to 5 years, or
• Both.

Prohibition of Nominee Directors

• The use of nominee directors acting on behalf of another person under any express or implied agreement, or arrangement is no longer permitted.
• A nominee director, for avoidance of doubt, is defined by the Amendment Act as a person who is appointed as a director on behalf of another person under any form or control, instruction, or influence, whether formal or informal, direct or indirect, other than the exercise of proper corporate governance or fiduciary duty.
• Existing nominee directors must cease acting within six months of the Act’s commencement (by July 18th, 2026).
• Within seven days of ceasing to act, the individual must provide a declaration to the Company and Registrar confirming that they are no longer acting under another person’s control or direction.
• Failure to comply will result in the Registrar issuing a notice of disqualification, prohibiting the individual from acting as a director of any IBC.

Penalties

• Any person acting as a nominee director or any person who appoints/permits such an appointment, commits an offence punishable by:
• A fine of up to $50,000,
• Imprisonment for up to 12 months, or
• Both.
• Companies that knowingly retain a nominee director may be fined $1,000-$3,000 per day for each day the breach continues.

Companies that currently employ nominee directors should begin a structured transition process to ensure compliance with the Amendment Act. This includes immediately identifying any directors who fall within the definition of a nominee director and initiating steps to remove or replace them within the mandated six‑month transitional period (July 18th, 2026). Companies must also ensure that each affected director submits the required declaration to both the company and the Registrar, confirming that they are not nominee directors or are no longer operating under another’s control.

Therefore, every company is obliged to submit the required documents to us as your Registered Agent and proceed with the necessary filings.

We appreciate your cooperation in ensuring timely compliance.

If you have any questions or need further assistance, please do not hesitate to contact us at quijano@quijano.com.