CESRA Reporting Requirements (2024)

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 2024, it is not required to file until the next filing period, 2025. 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 relevant Excel spreadsheet to us on or before 15 September 2024.

Fiscal Year-End Declaration
If your entity has not declared a fiscal year end, CESRA requires that resolutions be passed by every entity 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 8 September  2024. 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 B$250.00 per company for CESRA filings and, if needed, preparing board resolutions to approve 31 December as the financial year-end of the relevant entity.

Classification of Entities
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:

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
A “non-included entity” is a commercial 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.

Please submit the completed spreadsheet to us at cesra@hjcorporate.com by 15 September 2024.

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

Forms to Complete
Please find below the forms to be completed as applicable:

HJCS CESRA Included Entity Report (2024v.1)

HJCS CESRA Non-Included Entity Report 2024

Declaration and Indemnity 2024

Schedule 2024

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