A Bahamas Segregated Account Company (SAC) is a company which can create separate accounts within one company. The separate accounts could be based on different assets, groups of investors, locations, and many other criteria. Every separate account is independent of the other accounts and their liabilities situated in the same company. In addition, each separate account is independent of the main corporate body’s general account and assets. The liabilities of one account cannot be carried into the other separate accounts and their assets.
Foreigners can form a SAC and own all the shares.
The Segregated Accounts Companies Act of 2004 specifically regulates these types of companies. Segregated accounts are not separate legal entities within a SAC. This law is similar to the Bermuda Segregated Accounts Companies Act of 2000 known as the “SAC Act”.
Uses for a Bahamas SAC
The original SAC’s began in the insurance industry in the 1990’s. Their purpose was to allow insurance companies to open separate accounts for each policyholder in different insurance products. For instance, a life insurance product would become a separate account from all the other insurance products like fire insurance, errors & omissions insurance, homeowners insurance, renter’s insurance, car insurance, etc. Within each insurance product the policyholders would have their separate accounts. This made accounting and bookkeeping much simpler for one large insurance company.
Here are some different uses for a SAC:
• Holding companies can use the SAC platform to hold different assets in separate accounts. For example, every client has his or her own separate account. Each held company has its own separate account.
• Investment funds companies use SAC’s for asset management by establishing master funding structures involving numerous classes of shares. Each investor can have his or her own separate account incorporating all of the person’s investments.
• Asset management companies can create separate accounts for each asset, client, jurisdiction, etc.
• A company selling different products can create separate accounts for each product so their accounts don’t become comingled.
There are many other uses for a SAC depending upon clients, investors, and product needs.
The Commonwealth of the Bahamas consists of more than 700 islands in the Atlantic Ocean between the Florida Keys and Cuba. Politically it is a unitary parliamentary constitutional monarchy with an elected Parliament with its Prime Minister which gained independence from the United Kingdom in 1973.
A Bahamas Segregated Account Company (SAC) can enjoy the following benefits:
• No Taxes: There are no corporate, income, capital gains, stamp duty, or withholding taxes in the Bahamas.
• 100% Foreign Ownership: Foreigners can own 100% of a SAC.
• Flexibility: SAC’s can separate assets into separate accounts for greater flexibility.
• Protection of Owners: Separate accounts owners are protected against the liabilities of the main SAC and all of the other separate accounts’ liabilities.
• Privacy: Owners’ names are not included in the public records.
• No Required Audits: The government does not require filing financial statement nor audits.
• English: The official language of the Bahamas is English.
Company (SAC) Name
Like every Bahamas company, their names must never be the same or too similar as to confuse the public.
Company names must end either with words “Segregated Account Company” or its suffix “SAC”. These designations must be included in the company’s logo, stationary, business cards, letterhead, brochures, websites, blogs, and all promotional designs.
Prior to registering as a SAC, every company must be incorporated either under the Companies Act or the IBC Act and meet their requirements and pay their incorporation fees.
After approval and receiving the Registrar’s Certificate of Registration, the company can then apply to become a SAC.
An applicant files a request with the Registrar of Companies (“Registrar”) to become a registered SAC. If consent from a government regulator is required, the application will include said consent. The Registrar then issues a Certificate of Registration upon approval.
The application to become a SAC must include:
• The proposed name for the SAC with the required designation as a “Segregated Accounts Company” or its abbreviation “SAC”;
• A description of the types of business activities;
• The Bahamas address of the company’s registered office; and
• Date of incorporation.
After approval by the Registrar and payment of the registration fee, the Registrar registers the SAC, issues a Certificate of Registration, and publishes a notice of such actions in the Official Gazette.
Types of Business Activities
SAC’s must be engaged in any of the following business activities:
• Insurance business with written consent from the Registrar of Insurance;
• Investment funds business with written consent from the Securities Commission of the Bahamas (“Commission”);
• Securities business with written consent from the Commission
• Bank or trust company subsidiary with the written consent from the Bahamas Central Bank; or
• Engagement in other businesses and with the written consent of any applicable primary registrar as required by the Minister Responsible for Companies.
Regulated companies may be required to appoint a SAC Representative who monitors and reports to the regulator the activities of the SAC.
Nature of the Segregated Account and Assets
Creating separate accounts does not create separate legal entities from the main body SAC.
The main body SAC’s general account assets will be separate from the individual accounts. Liabilities of the general account can only be paid from the general account assets.
Each separate account will have its assets held in separate funds from the SAC general funds and all other separate accounts. Any liability of each separate account is exclusively the liability of that separate account and not of any other separate account. Creditors can only seek payment from the separate account they contracted with and not any of the other separate accounts. In addition, liabilities incurred by the SAC’s corporate body will place any of the separate accounts at risk as the SAC’s general account and its assets will be used to pay its creditors.
Contracts with Third Parties
Contracts with third parties must specifically state the nature of the separate account in relation to the SAC and its other separate accounts. The fact that separate accounts are not included in the SAC corporate body’s assets and general account or with the other separate accounts and their assets.
SAC’s are not subject to income, corporate, capital gains, withholding taxes, or stamp duty in the Bahamas.
Note: American taxpayers and residents of any nations imposing taxes on global income must declare all income to their governments.
All of the assets and liabilities of a SAC must either be associated with the SAC’s General Account or with a specific Separate Account.
SAC’s must maintain financial and accounting records using acceptable accounting standards and practices. Each separate account must have its own accounting records and financial statements reflecting all of its income, expenditures, liabilities, and assets. These records must be accessible to all account owners annually unless separate account owners waive such rights in writing.
Every SAC must maintain a register of all account owners. This is a private record not available to the public. Only the owner of each separate account and the government can have access to these records besides the SAC management and accountants.
Every SAC must file yearly declarations attesting that the company complies with the Segregated Accounts Companies Act.
Annual fees must be paid to the government based on the number of accounts.
All third parties contracting with a separate account must be informed that it is a separate account within a SAC in writing in every contract for all transactions.
SAC’s have the option of registering under the Companies Act or the IBC Act which affects the types of shares they may wish to issue.
Shareholders and directors names remain private in the Bahamas as they are not part of the public records.
Time for Registration
A SAC can be registered in one week. However, prior to registering as a SAC, the applicant must register either under the Companies Act or the IBC Act which may take another week.
Shelf companies and corporations are available in the Bahamas
A Bahamas Segregated Account Company (SAC) can enjoy the following benefits: no taxation, 100% ownership, privacy, flexibility, protection of owners separate accounts, no required audits, and the official language is English.