Bahrain's liberal business climate, tax-friendly policies, and low operating costs make it an attractive prospect for investors and entrepreneurs. The country's business-friendly environment, strategic location, and 100% foreign ownership further add to its appeal. For those looking to set up a company in Bahrain, here's a brief overview of the process and requirements for establishing a Single Person Company (SPC).
Characteristics | Values |
---|---|
Number of owners | 1 |
Number of directors | 1 |
Minimum capital | BHD 50,000 |
Local office | Required |
External auditor | Required |
Number of shareholders | 1 |
Shareholder nationality | Any |
Shareholder residence | Any |
Liability | Limited to monetary contribution |
Ownership | 100% foreign ownership allowed |
Business activities | Some limitations in banking, insurance, financing |
Application form submission | Ministry of Industry, Commerce and Tourism (MOICT) |
Documents | Copy of passport, Memorandum of Association, Articles of Association, etc. |
Time to set up | Up to 45 business days |
What You'll Learn
Choose a unique name
Choosing a name for your single-person company in Bahrain is an important step in the business formation process. Here are some detailed instructions and considerations to help you choose a unique and effective name:
- Uniqueness and Relevance: Choose three unique and relevant names for your business. The names should be distinct and set your company apart from others in your industry. Avoid choosing names that are similar to existing businesses, especially in Bahrain, to ensure your company stands out.
- Compliance with Naming Conventions: Ensure that your chosen name complies with Bahrain's naming conventions and regulations. The Ministry of Industry and Commerce (MOICT) has specific guidelines on naming businesses, so it's important to refer to their standards. The name should also not infringe on any existing trademarks or registered business names in Bahrain.
- Inclusion of "Single Person Company" or "SPC": According to Bahrain's regulations, the name of a single-person company must end with the words "Single Person Company" or "SPC". This is a legal requirement and helps identify the nature of your business entity.
- Reflect Your Brand and Values: Your company name should align with your brand identity and values. Consider the image you want to project and choose a name that reflects your business's unique personality and proposition. Think about the emotions you want to evoke in your customers and how you want them to perceive your company.
- Cultural Sensitivity: Bahrain is a diverse country with a rich cultural heritage. Be mindful of cultural sensitivities when choosing your company name. Avoid any names that might be considered inappropriate or offensive in the local context.
- Memorable and Pronounceable: Opt for a name that is easy to remember and pronounce. This will make it easier for your customers to recognize and refer your business to others. A catchy and memorable name can leave a lasting impression.
- Avoid Limiting Your Business: While it's important to be specific, avoid choosing a name that is too narrow or limiting. You want a name that allows for growth and expansion in the future. For example, avoid including specific products or services in your company name unless you're certain they will be a permanent part of your business offering.
- Conduct a Trademark Search: Before finalizing your company name, conduct a separate trademark search to ensure that your chosen name doesn't infringe on any existing trademarks or intellectual property rights. This step will help you avoid potential legal issues down the line.
- Domain Name Availability: In today's digital world, having an online presence is crucial. Check the availability of domain names that align with your chosen company name. Securing a matching domain name for your website can help establish a cohesive brand presence across different channels.
- Feedback and Testing: Consider testing your potential company names with your target audience or focus groups. Gather feedback to understand how your chosen names resonate with others. This step can help you make a more informed decision and ensure your company name is well-received by your intended audience.
Remember, the process of registering your business name involves submitting your chosen names to the Ministry of Industry and Commerce (MOICT) for approval. Their guidelines and naming conventions will play a crucial role in determining the suitability of your chosen company name. Taking the time to choose a unique and effective name will help establish a strong foundation for your single-person company in Bahrain.
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Submit an application
To submit an application for a single-person company in Bahrain, you must first obtain and fill out the company registration application form. This form requires personal, professional, and business information about the individual or corporate body interested in starting the company. Details such as the type of business operation, the nationality of the investor, proof of capital, and the investor's educational qualifications must be included.
Once the form is complete, submit it to the Ministry of Industry, Commerce, and Tourism (MOICT). Along with the application, you will need to provide the following documents:
- A copy of the passport for non-Bahraini investors or entrepreneurs. If the director and founder are separate entities, a Bahraini ID (if a citizen) or passport (if not a citizen) for the director will also be required.
- The original notarized power of attorney by the business applicant's representative.
- A proposed registered address for the local office branches. If a signed office lease agreement exists, a copy must be submitted.
- A copy of the draft Memorandum of Association (MOA) and Articles of Association (AOA) concerning the SPC.
- The original Declaration of the SPC.
- A copy of the resolution from the Board of Directors, sanctioning the formation of the SPC.
- A copy of the resolution by the Board of Directors, appointing a director and authorized signatory for the SPC.
It is important to note that the name of the SPC must not bear any resemblance to any other legal entity in Bahrain and should end with "Single Person Company" or "SPC". Additionally, the minimum capital requirement for an SPC is BHD 50,000.
The application process for a single-person company in Bahrain can take up to two weeks to complete. However, the registration process for companies in Bahrain typically ranges from 20 to 45 business days, depending on the complexity of the business structure and required licenses.
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Draft legal documents
To start a single-person company in Bahrain, you will need to draft and notarize several legal documents. Here are the key documents you should prepare:
Memorandum of Association (MOA)
The MOA is a crucial document that outlines the company's structure, including details such as the company name, objectives, share capital, and management structure. It serves as a foundational document for your company and must be notarized by the Ministry of Justice.
Articles of Association (AOA)
The AOA is another essential document for registering your Single Person Company (SPC) in Bahrain. It outlines the rules and regulations governing the company's activity in the region and must be submitted to the Ministry for approval.
Commercial Registration Certificate
The SPC must obtain this certificate to legally carry out commercial business activities in Bahrain. This certificate is obtained from the Ministry of Industry, Commerce, and Tourism (MOICT).
Appointment Letter from an Independent Auditor
You will need to appoint an independent auditor and submit their letter of appointment as part of your company registration.
Original Announcement of a Single Person Company
This document is required to officially announce the formation of your SPC.
Certificate of Capital Deposit
After receiving preliminary approval, you will need to deposit the required capital and obtain a certificate as proof.
Draft a Resolution from the Board of Directors
You will need a resolution from the Board of Directors sanctioning the formation of the SPC. If the founder is the sole member of the Board, they can carry out this resolution themselves.
Other Documents
- Passport copies: For non-Bahraini investors, entrepreneurs, and managers.
- Bahraini ID or passport: For the director, if they are a Bahraini citizen.
- Notarized power of attorney: From the business applicant's representative.
- Registered office address: A proposed address or a signed office lease agreement if available.
- Original Declaration of the SPC: This is required as part of the registration process.
- Resolution appointing a director: The Board of Directors appoints a director and authorized signatory for the SPC.
It is recommended to consult a business formation specialist or advisor to ensure your legal documents are accurately prepared and compliant with Bahrain's regulations.
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Get a registered address
To get a registered address for your single-person company in Bahrain, you must secure an office address in the country. This address can be a physical office space, a work desk in a shared workspace, or even a virtual office address.
- The address must comply with municipal regulations and be approved by the relevant authorities.
- Virtual office providers often handle the approval process for their clients.
- Consider factors such as cost, scalability, and the professional image you want to project when choosing an office address type.
- If you opt for a physical office space, you will need to provide a lease agreement, proof of electricity and water connection, photos of the office, and an address card from the landlord detailing the type of property and its address.
- For a virtual office address, you can use Bahrain's virtual commercial registration facility, SIJILAT, which allows business owners to operate without registering a physical office. However, this option is only available to Bahraini nationals, and you will still need to provide a permanent address for correspondence during registration.
By securing a registered address, you will be able to receive official correspondence and establish your company's physical presence in Bahrain.
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Open a corporate bank account
Opening a corporate bank account in Bahrain is a crucial step for managing your business finances effectively. The Central Bank of Bahrain (CBB) is the regulatory body for the nation's strong banking network. Here's a step-by-step guide to opening a corporate bank account:
- Choose a Bank: Select a bank that suits your business needs and requirements. Consider factors such as reputation, fees, convenience, account requirements, customer service, interest rates, and additional services.
- Gather Documents: Prepare the necessary documents, including legal identification (passport, visa, and/or Bahraini ID), proof of address, reference letter from your previous bank or employer, income proof, and a No Objection Certificate (NOC) from your employer.
- Schedule an Appointment: Contact your chosen bank and schedule an appointment to open an account.
- Visit the Bank: On the day of your appointment, bring all the required documents and fill out the necessary application forms. You will also need to deposit the required minimum amount to activate your account.
- Start Using Your Account: Once your account is activated, you can use it for various financial transactions, such as receiving and transferring money, bill payments, and more.
It's important to note that the requirements and documentation needed may vary from bank to bank. Some banks may also require a minimum deposit amount and may charge fees for certain services. Additionally, there are different types of bank accounts available in Bahrain, such as current accounts, savings accounts, fixed deposit accounts, foreign currency accounts, and business accounts.
Additional Information for Single-Person Companies (SPCs)
When opening a corporate bank account for an SPC, ensure that you have the following documents:
- A copy of the passport for non-Bahraini investors or entrepreneurs.
- If the director and founder are separate entities, provide either a Bahraini ID (for citizens) or a passport (for non-citizens) for the director.
- The original notarized power of attorney by the business applicant's representative.
- Proposed registered address of the local office branches, along with a signed office lease agreement if available.
- A copy of the Memorandum of Association (MOA) and Articles of Association (AOA) draft.
- Original Declaration of the SPC.
- A copy of the resolution from the Board of Directors sanctioning the formation of the SPC.
- A copy of the resolution appointing a director and authorized signatory for the SPC.
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Frequently asked questions
A Single Person Company is a legal entity separate from its owner. It offers limited liability and complete liability protection to the investors. The owner's liability is limited to the money they put into the company. SPCs can be 100% foreign-owned and only require one shareholder and one director.
To set up an SPC in Bahrain, you will need to:
- Choose a unique name for your company that does not resemble any other business entity.
- Submit an application form to the Ministry of Industry, Commerce and Tourism (MOICT) with details about the capital, shares, and shareholders.
- Prepare and submit the Articles of Association (AOA), which outlines the rules and regulations of the company.
- Obtain final approval from the MOICT by submitting a business plan and other important documents.
- Set up a local office, as it is mandatory for an SPC.
- Appoint an external auditor.
- Ensure a minimum capital of BHD 50,000.
Some key benefits of setting up an SPC in Bahrain include:
- 100% foreign ownership is allowed.
- Local sponsors are not required.
- More than 300 activities are permitted for foreign individuals.
- Local business operations in Bahrain are allowed.
- There is no need to conduct annual general meetings, only to submit audited financial statements to the Ministry of Trade and Commerce annually.
- There are no taxes on income, corporation, capital gains, gift, inheritance, wealth, or withholding tax.