What is a WLL Company in Bahrain?


The Bahrain ‘With Limited Liability’ (WLL) company, generally known as a Limited Liability Company (LLC) in many other jurisdictions, is the most frequently used business entity in Bahrain. It offers entrepreneurs and foreign investors a balanced mix of flexibility and protection. It provides for 100% foreign ownership in most sectors and supports easy market entry and operational manoeuvrability, while also safeguarding a shareholder’s personal assets by limiting liability to the amount of the share capital invested. This page outlines the structure, benefits and key considerations for establishing a WLL in Bahrain.

Overview of a WLL Company in Bahrain


In Bahrain, a WLL company is structured to support both individual entrepreneurs and larger enterprises by providing for a broad shareholder range from a minimum of one to a maximum of 50. This business set up ensures that shareholders are only liable for the company’s debts up to the amount of their investment, safeguarding personal assets beyond the invested capital.

A WLL is not permitted to engage in banking and insurance activities and cannot issue public shares, negotiable warrants or debentures. Full foreign ownership is permitted, as are local operations in Bahrain. A local office presence is required but there is no requirement for a local sponsor.

Decree-Law No. 28 of 2020 amended the Bahrain Commercial Companies Law to require Single Person Companies (SPCs)to transition into WLLs, a change that had to be implemented within six months from the decree. The Decree-Law also allows for the establishment of Non-Profit Companies under the WLL framework, where the company’s non-profit nature must be clearly indicated in its name.

Core attributes of a WLL in Bahrain


01
Limited liability: shareholders are protected from company debts up to the amount of their investment, safeguarding personal assets beyond the invested capital.
02
Operational flexibility: WLLs are permitted to engage in various business activities, although banking, insurance, and certain investment activities are excluded.
03
No minimum capital requirement: there is no stipulated minimum share capital, providing flexibility in business scaling.
04
Mandatory audit requirements: An external auditor must be appointed to ensure financial compliance.
05
Foreign ownership: Allows up to 100% foreign ownership for most business activities.
06
Local office requirement: Companies must maintain a local office presence, reinforcing the business’s economic substance and operational legitimacy within Bahrain.

Benefits of WLL Company registration in Bahrain


01
No Corporate Tax
02
100% foreign ownership
03
Strong currency and stable economic climate
04
Freedom to operate throughout the Bahrain mainland
05
Facilitation of investor visas and family visas
06
Strategic location with direct access to the extensive Gulf market
07
Developed banking infrastructure
08
Access to a skilled workforce
09
Access to extensive free trade agreements and double taxation treaties
10
Various funding options and incentives including financing programmes and venture capital opportunities

Process of setting up a WLL in Bahrain


  1. Initial Registration: the company is required to register with Bahrain’s Ministry of Industry, Commerce and Tourism (MOICT). Required documentation will include:– Passport copies: To verify the identities of all shareholders and directors.– No Objection Certificate (NOC): From current employers if shareholders or directors are already employed within Bahrain.– Power of Attorney: Authorising a representative to handle the registration process.– Office address proof: Such as utility bills or lease agreement.

    – Memorandum of Association: Outlining company structure, business activities and rules, which require approval from the Ministry of Justice.

  2. Notarisation: after approval, the Memorandum of Association must be notarised, either at a private or public notary depending on urgency.
  3. Opening a corporate bank account: the company is required to open a company bank account and deposit the initial capital as outlined in the Memorandum of Association. A bank deposit certificate is required as proof of this deposit.
  4. Final submission for registration: submit all collected documents, including the bank deposit certificate, back to MOICT for final approval.
  5. Licensing and permits: once registered, the company should obtain any licences or permits required for its specific business activities from the appropriate governmental agencies.

This organised approach helps to streamline the set-up process, ensuring that all legal and regulatory requirements are met before business operations begin.

What is the cost of setting up and maintaining a WLL in Bahrain?


01
Minimum capital: No specific requirement, but sufficient funds should be allocated to cover operational and licensing needs.
02
VAT: Applied at a standard rate of 10% on most goods and services.
03
Corporate tax: Generally, there is no corporate income tax, except for oil and gas sectors and certain other activities.
04
Investor visa fee: Around BHD172 (c. USD450), which is a requirement for foreign investors who are intending to reside and manage their business in Bahrain.
05
Employee visa fee: Also, around BHD172 per employee.
06
Annual audit: from the second year, WLL companies are required to submit annual audited financial statements with costs varying by company size and auditing firm.
07
Office costs: Mandatory requirement with monthly rent ranging from BHD100 to BHD300, depending on size and location.

How can Sovereign PPG assist?


The WLL business structure in Bahrain offers a protective, flexible and profitable vehicle for setting up a business. With limited personal liability, tax benefits and operational flexibility, it is the preferred choice for both local and international investors.

In addition to providing Bahrain company formation and business set-up services, Sovereign Bahrain offers the necessary expertise in administering and managing companies, which includes competency in company law, board procedures, directors’ responsibilities, company secretarial services, licensing and renewals, financial and legal filings, tax and corporate compliance.

Sovereign Bahrain’s ‘Green Pack’ is a bundle of services that is designed to protect and maintain your Bahrain company and ensure that it remains in good standing throughout the year. These services include:

  • Commercial Licences – Preparation / Renewals / Changes
  • Employees – Permits / Contributions
  • Audit & Economic Substance – Preparation / Filing
  • Beneficial Ownership & VAT – Registrations / Submissions / Changes
  • Representation – Sovereign Bahrain will represent your company in all applications and ongoing dealings with Bahrain government authorities and agencies, as well as banks.

Get in Touch

Please contact us if you have any questions or queries and your local representative will be in touch with you as soon as possible.