CESRA 2026 Notice

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 must provide 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. If the entity was incorporated in the year 2026, it is not required to file until the next filing period, 2027. The submission deadlines are as follows:

To facilitate H&J Corp. in submitting the required report on behalf of your entity, please complete and return the HJC CESRA form to us on or before 25 September 2026. If you did not file for previous years, you may do so by completing the HJC CESRA form for the previous period.

Fiscal Year-End Declaration

If your entity has not declared a fiscal year-end, CESRA requires that every entity pass resolutions to declare one. If you require our assistance in preparing the relevant resolutions or require legal advice regarding your entity’s classification under CESRA, please send an email to cesra@hjcorporate.com by 18 September 2026.

Your CESRA queries will be referred to a designated attorney at the law firm of Higgs & Johnson, who will contact you to discuss next steps and associated fees.

Administration Fees

H&J Corp. will charge a fixed administrative fee of $350.00 per non-included entity and $900.00 per included entity for CESRA filings and, which includes if needed, preparing board resolutions to approve the financial year-end of the relevant entity.

Classification of Entities

Every entity incorporated in The Bahamas under the Relevant Acts is either an “included entity” or a “non-included entity” under CESRA. Therefore, please ensure that you complete the full form as directed.

To determine if your entity is an “included entity” or a “non-included entity,” consider the following and review the decision tree at the end of this notice:

A. Included Entity

An “included entity” is an entity that:

• falls under the definition of a commercial entity, and
•  is engaged in relevant activities.

A “commercial entity” is an entity incorporated, registered or continued under the Relevant Acts, but does not include an entity that (i) is directly or indirectly owned 100% by one or more natural persons who (a) are ordinarily resident and domiciled in The Bahamas; or (b) have been issued a certificate of annual or permanent residence and who physically reside in The Bahamas for a cumulative period of at least three (3) months in every calendar year; or (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 (ix) holding business. However, “relevant activity” does not include the business of operating an investment fund.

B. Non-Included Entity

An entity is a “non-included entity” if it:

• Did not engage in relevant activity during the relevant year; or/and
• Even if engaged in relevant activity during the relevant year, (i) is directly or indirectly owned 100% by one or more natural persons who (a) are ordinarily resident and domiciled in The Bahamas; or (b) have been issued a certificate of annual or permanent residence and who physically reside in The Bahamas for a cumulative period of at least three (3) months in every calendar year; or (ii) is tax resident in a jurisdiction other than The Bahamas; or (iii) is an investment fund.

Please submit the completed form to H&J Corp. at cesra@hjcorporate.com by 25 September 2026.

Failure to Submit

Please be aware that failing to submit the completed documents by the specified date may 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 notify the Registrar General’s Department accordingly.

Forms to Complete

Please find below the forms to be completed as applicable:

HJC CESRA FORM – FY2025

Schedule 2026

Decision-Tree 2026