A With Limited Liability Company (W.L.L), commonly known as Limited Liability Company is one of the popular types of business setup for foreign investors in the Kingdom of Bahrain as it allows for full foreign ownership for most of the business activities. A W.L.L Company is a legal business entity that consists of two or more shareholders/partners/investors who are totally responsible for the company’s debts and liabilities only to the extent of their shareholding in the capital and cannot issue public shares, negotiable warrants or debentures.
While starting your business in Bahrain you should know that the number of shares holders in the company can range from 2 to 50 as per Bahraini Company Law when registering the business with the Ministry of Industry, Commerce and Tourism Bahrain (MOICT). Although this entity has 2 partners at the time of registration, it can introduce new partners at any point of time with required documentation and clear shareholding pattern information as the transfer of shares is restricted.
Requirements for Setting up a W.L.L Company
- Limited Liability Company structure
- Local office presence required
- The minimum share capital of BHD 100,000
- Minimum of two shareholders are necessary while registration with option to include a maximum of 50 shareholders later
- Minimum of two directors are required
- The External Auditor is required
- Dedicated to the business (applicants employed in the private sector are required to provide a "No Objection" certificate issued by their current employer
- Have no criminal record
- Annual submission of the audited financial statements to MOICT is compulsory
Steps to Start a With Limited Liability Company (W.L.L) in Bahrain
1.Choosing your Business Activity
As the first step as an investor or entrepreneur, you need to figure out what kind of business opportunities suit you and its requirements, scope in Bahrain. Particularly, you need to check about the licensing, permits for the business activity and look into the approvals from government agencies regarding whether the business can be wholly owned by you or you need a native investor (as it is required for certain critical business operations).
2.Choosing a Company Name for your Business
Choosing a company or organization name is important as it reflects the brand value of the business entity and suggests what your business is about. The naming of business in Bahrain has to be handled carefully as the registered trademarks, copyrights are strictly followed & enforced by the Ministry of Industry, Commerce, and Tourism (MOICT). The naming of a company with operations in Bahrain needs to follow certain naming procedures that are in accordance with the rules and regulations of the country.
3. Choose the Company’s Total Shared Capital
Although, the minimum required shared capital for W.L.L in Bahrain is BHD 100,000 but there are no upper limit restrictions or no fixed amount. You can invest in your business according to your nature of the operation, costs involved and market demand.
4.Determine the Shareholding pattern
The shareholding pattern decides who shall be the owner of the company with what percentage of shares and what is the value of each share based on the company capital. Considering the rules in Bahrain the W.L.L company structure specifically ensures that the shareholders are wholly responsible and for the company’s debts and liable only to the extent of their shares.
5. Decide your Partner’s/Shareholder’s designation
The shareholders are declared to be the signatory jointly or solely along with their designation like Director, CEO, Managing Director etc. Two directors are required to form an LLC. Most companies appoint three directors to avoid tie votes. Directors may be citizens of any country and do not have to reside in Bahrain. There is no requirement for a resident director.
6. Pick a Business Service provider
Once you have decided all the above things related to starting a W.L.L company formation in the Kingdom of Bahrain then you can choose the company who will be handed over the responsibility to provide the service of company formation in Bahrain. On signing an agreement with the service provider the deal is secured.
The business service provider shall take responsibilities on your behalf while allowing you to focus on your core business operations. We at Commitbiz offer complete business setup services for Kingdom of Bahrain including acquiring permits, authorizations from concerned authorities, aligning the company’s operations according to the regulations, handling legal registration procedures, choosing office space, HR & payroll support, auditing and bookkeeping services.
The Process of Setting a W.L.L Company in Bahrain
Application
After checking the requirement you can get application form filled with the below-mentioned details and submitted to the MOICT. The application form needs details of the name of the applicant, type of business operation, visa status in Bahrain, the total number of shareholders, total capital, shareholding pattern, nationality, passport copy if non-GCC, type of company etc.
Commercial Registration without License
The application is scrutinized by the MOICT, then the Commercial Registration (CR) excluding the license is issued. If any security lapse or false information is found in the application then it is rejected by the ministry. If selected through, and application is approved a payment must be made to get CR without the licensing.
Getting the License
After obtaining the Company Registration you are required to acquire the necessary business licenses as mentioned by the MOICT according to the business activity. When the licensing requirements are satisfied then apply for required licensing from the MOICT and other regulatory authorities.
Memorandum of Association (MOA) and Articles of Association (AOA)
The Memorandum of Association (MOA) and Articles of Association (AOA) of a W.L.L company in Bahrain is the key document and governs all the terms and conditions of the partnership within the shareholders. Once accepted, the MOA and AOA have to be signed by the notary and the notarized copy should be submitted online.
Bank Deposit Certificate
When all the above processes are done, the bank deposit certificate has to be obtained from the bank in which the company opens & maintains the account. The bank deposit certificate is also submitted online to the MOICT.
Advantages of Setting up a W.L.L Company in Bahrain
- 100 percent foreign ownership for most of the business activities
- No requirement for the local sponsor
- Local operations are allowed
- LLC's and their shareholders are not subjected to any type of taxation in Bahrain
- Low minimum shared capital for shareholders & investors
- LLC entity can hire expatriate staff in Bahrain
- Strategic location in the Middle East with Low operating costs
- Excellent connectivity to Saudi Arabia and other GCC countries
- Access to Bahrain’s double taxation treaties
Documents Required for Setting up a Bahrain W.L.L Company
- Company registration application form
- Capital deposit certificate
- Financial auditor report for any kind of incoming capital
- Copy of the Passport if the investor is non-GCC or non-Bahraini
- Copy of the Passport if Director is non-GCC or non-Bahraini
- Copy of the Passport if Authorized Signatory is non-GCC or non-Bahraini
- Power of Attorney issued in behalf of the consultant representing the applicant before the Ministry - duly notarized
- Applicant's educational qualification
- Proposed commercial address, under which the business is to be operated
- Draft of the Memorandum of Association of the W.L.L
- Board of Directors Resolution for the establishment of or participation in a W.L.L – if company founder
- Board of Directors Resolution for the appointment of Director and Authorized Signatory for new W.L.L – if company founder(s)
- Company founder's Commercial Registration (or equivalent) - if company founder(s)
- Company founder's Memorandum of Association (or equivalent) - if company founder(s)
Who We Are
We at Commitbiz exclusively help businessmen, entrepreneurs, and leaders to realize their idea of starting their W.L.L Company in Bahrain while assisting them with their business incorporation and allowing them to focus on the core business.
Our team of professionals are expert in local Bahraini laws, customs hence can offer customized solutions for starting your W.L.L Company in the Kingdom of Bahrain and guide you with our expert advice you can make a distinctive business decision that propels your business in the path of success. If you want to know the business opportunities in the Kingdom of Bahrain, feel free to contact us-we'd be glad to assist.