The Commercial Entities (Substance Requirements) Act, 2023

The Commercial Entities (Substance Requirements) Act, 2023 (“CESRA”) imposes an annual reporting obligation on H&J Corporate Services Ltd. (“H&J Corp.”) This report is required to furnish specific information about entities incorporated, registered, or continued under the following Acts (the “Relevant Acts”):-

• Companies Act, 1992 (including foreign companies registered under this Act)
• International Business Companies Act, 2000
• Exempted Limited Partnership Act
• Partnership Limited Liability Act
• Partnership Act

CESRA mandates that all Registered Agents must submit this report to the Ministry of Finance within nine (9) months of an entity’s fiscal year-end. Therefore, the deadlines for entities are as follows:

For companies with a fiscal year-end of 31^st December, the first reporting deadline under CESRA for the financial year ending 31^st December, 2022 has been further extended to 31^st October, 2023.  To facilitate H&J Corp. in submitting the required report on behalf of your entity, you must complete and return the relevant Excel spreadsheet to us on or before 30^th September, 2023.

If your entity has not yet declared a fiscal year end, CESRA requires that resolutions be passed by every entity to declare one.  Should you require our assistance in preparing the relevant resolutions regarding your entity’s financial year end or otherwise require legal advice regarding its classification for CESRA purposes, please send an email to cesra@hjcorporate.com by not later than 26^th September, 2023 and you will be directed to the relevant attorney.

Please ensure that you complete all relevant sheets of the Excel spreadsheet applicable to your entity, depending on whether your entity is an “included entity” or a “non-included entity.  To determine if your entity is an “included entity” or a “non-included entity,” consider the following:

Included Entity

An “included entity” is an entity that:

(a) falls under the definition of a commercial entity, and

(b) is engaged in relevant activities.

A “commercial entity” is an entity incorporated, registered or continued under Relevant Acts, but does not include an entity that (i) is resident-owned in The Bahamas; (ii) is tax resident in a jurisdiction other than The Bahamas; or (iii) is an investment fund.

A commercial entity is engaged in a “relevant activity” if that commercial entity carries out any of the following activities, namely: (i) banking business; (ii) insurance business; (iii) fund management business; (iv) financing and leasing business; (v) headquarters business; (vi) distribution and service centres business; (vii) shipping business; (viii) commercial use of intellectual property; or (i) holding business.  However, “relevant activity” does not include the business of operating an investment fund.

Non-Included Entity

A “non-included entity” is an entity that (i) is owned by a resident of The Bahamas; (ii) is tax resident in a jurisdiction other than The Bahamas; or (iii) is an investment fund.

The relevant spreadsheet must be returned to us at cesra@hjcorporate.com by not later than 30^th September, 2023.

Please be aware that failing to submit the completed documents by the relevant date will result in our resignation as the registered agent of your entity in accordance with section 39A of the International Business Companies Act, 2000. We will take this action without further communication and will notify the Registrar General’s Department accordingly.

If you have already submitted your report for the 2022 fiscal year, kindly provide evidence of such filing to cesra@hjcorporate.com by 30^th September, 2023.

See below forms to be completed as applicable.

HJ CESRA 2023 Included Entity Report

HJ CESRA 2023 Non-Included Entity Report

Declaration and Indemnity

Schedule Checklist Form

We remain available to address any inquiries you may have concerning the above.