Securities

Securities related activity in or from The Bahamas is regulated by the Securities Industry Act, Segregated Accounts Companies Act, the Investment Funds Act, the Exempted Limited Partnerships Act and the Investment Condominium Act (“ICON”).

The Bahamas is especially known for its SMART fund vehicle which permits promoters to structure a fund to meet the requirements of promoters and investors while being regulated by the Securities Commission of The Bahamas; and the ICON which enables a civil law concept to be deployed in a common law legal environment.

Prominent securities attorneys Pamela Klonaris and Sofia Papageorge, lead the securities law practice at Delaney Partners.

Our expertise includes:

• Advising promoters on the establishment of investment funds and applicable reporting requirements, inclusive of Segregated Accounts Companies, investment fund structures and multi-jurisdictional master-feeder fund structures;
• Restructuring Bahamian international business companies to become public companies and assisting with applications for listing of their securities on foreign securities exchanges;
• Advising on licensing and reporting obligations of investment fund administrators, investment managers and investment funds;
• Conducting due diligence of licensed investment funds and advising potential investors;
• Advising foreign issuers of securities (inclusive of non-Bahamas based funds) on the requirements for the offer of securities to the public in The Bahamas;

• Advising Bahamian issuers of securities on regulatory requirements for offers in The Bahamas and overseas;
• Advising public issuers/companies generally (inclusive of proxy materials);
• Advising issuers of securities as to the requirements for listing on The Bahamas International Securities Exchange;
• Reviewing and drafting of offering documents and material agreements;
• Advising and procuring on behalf of clients licenses to conduct securities related business activities in and from The Bahamas inclusive of drafting compliance manuals;
• Advising on exchange control requirements and restrictions relevant to the conduct of securities business in or from The Bahamas and the offer of securities in or from The Bahamas;
• Liaising with auditors, investment fund administrators, investment managers and other service providers and counter-parties of investment funds and registered firms;
• Advising on the international exchange of financial account information pursuant to FATCA and CRS, including obligations relating to registration and reporting obligations;
• Advising on Value Added Tax and Business Licence requirements;
• Liaising with the Securities Commission of The Bahamas, the Central Bank of The Bahamas and Inland Revenue as necessary; and
• Advising on Substance requirements pursuant to the Commercial Entities (Substance Requirements) Act (commonly referred to as “CESRA”).