ROBA Deadline is Fast Approaching

Key take away point from this Client Alert: If your Legal Entity has not complied with ROBA by 19 August 2021:

1. You could be liable for a fine of up to $250,000; and/or
2. You could be liable to imprisonment for up to 5 years; and
3. If your Legal Entity is a company, it will be struck off of the Register of Companies.

What is ROBA?

ROBA is the Register of Beneficial Ownership Act, 2018.  ROBA came into effect on 20 December 2018.

What does ROBA do?

In short, ROBA requires legal entities to declare their Beneficial Owners and Registrable Legal Entities to their registered agent or the Registrar General.  Legal Entities are:

1. Companies incorporated or registered under the following pieces of legislation:
   • Companies Act;
   • International Business Companies Act;
   • Segregated Accounts Companies Act; and
2. Partnerships established under the following pieces of legislation:
   • Partnership Act;
   • Partnership Limited Liability Act; and
   • Exempted Limited Partnership Act.

A Beneficial Owner of a Legal Entity is:

1. A natural person who directly or indirectly owns or controls 10% or more of the shares or voting rights of a legal person (i.e. a company) which is not listed on a securities exchange;
2. A natural person otherwise exercising control over the management of a legal person (i.e. a company), other than as a director, advisor or professional manager;
3. A director of a non-profit company;
4. A natural person who is a partner of a partnership or exempted limited partnership;
5. A natural person who is a beneficial owner of a segregated accounts company;
6. A liquidator, administrator or receiver of a Legal Entity which is in liquidation, administration or receivership; or
7. A creditor who appoints a receiver over 25% or more of the shares or voting rights of a Legal Entity.

A Registrable Legal Entity, is a legal person, its affiliates or wholly owned subsidiaries which (a) would be a beneficial owner of the Legal Entity if it were a natural person and (b) which is either an exempt person^[1], a legal entity the securities of which are listed on a regulated securities exchange, a licensee or a foreign regulated person, a foreign state or a wholly owned subsidiary of a foreign state.

What is required to comply with ROBA?

Legal Entities were required to declare their beneficial owners and registrable legal entitles to their registered agent or the Registrar General (if they do not have a registered agent) by the initial deadline for compliance which was 20 March 2020.  Legal Entities now have until 19 August 2021 to undertake this declaration.

What are the consequences of not complying with ROBA?

If your company has not complied with ROBA by 19 August 2021 it will be struck off of the Register of Companies.

If your Legal Entity has not complied with the ROBA by 19 August 2021 you may be liable on summary conviction to a fine of $40,000 or imprisonment for up to 6 months or both; or upon conviction on indictment to a fine of up to $250,000 or imprisonment for up to 5 years or both. 

What should I do if I suspect my Legal Entity is not in compliance with ROBA?

1. If you are responsible for a company, click here for a list of companies identified as non-compliant with ROBA that will be struck off the Companies Register once the deadline has passed.
2. If your company is on the above list, contact your registered agent immediately to ensure that the company is made compliant.
3. If you are responsible for a Legal Entity that has no registered agent, and suspect that it has not complied with ROBA, download the Beneficial Ownership Information Form found here.
4. Submit the completed Beneficial Ownership Information Form to the Bahamian government using the email address: BOCOMPLIANCE@BAHAMAS.GOV.BS

^[1]An exempt person is (i) a legal entity whose securities are listed on a regulated stock exchange; (ii) a legal entity that is a licensee or registrant under the Bank and Trust Companies Regulation Act, the Investment Funds Act, the Securities Industry Act, the Insurance Act, the External Insurance Act and the Financial and Corporate Services Providers Act or an affiliate or wholly owned subsidiary of such licensee or registrant; or (iii) any other legal entity that the Minister of Legal Affairs may exempt by regulations.

The information contained in this article is provided for the general interest of our readers, but is not intended to constitute legal advice. Clients and the general public are encouraged to seek specific advice on matters of concern. This article can in no way serve as a substitute in such cases.
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