Sovereign introduces ‘Corporate Nominee Shareholder Model’ in Bahrain

Sovereign Corporate Services has introduced its successful ‘Corporate Nominee Shareholder Model’ to Bahrain. This corporate shareholder model enables the investor to maintain 100% beneficial ownership and control of their business, whilst remaining in full compliance with Bahrain’s companies law.

If your business requires you to trade in Bahrain with local companies then you will need a Bahraini partner to hold a minimum of 51% in your business. Many investors are concerned by the foreign ownership restrictions and uncomfortable about relinquishing control of their company to a local partner.

To allay these concerns, Sovereign Corporate Services operates and controls a portfolio of 100% Bahraini-owned Limited Liability Companies (LLCs). The relationships with the national individuals are governed by powers of attorney and other legal arrangements, whilst risk is mitigated for the 49% shareholder by way of various scheme of arrangement documents.

These Bahraini-owned LLCs can act as the 51% local partner and, through a suite of risk mitigation documents, pass back all management control, financial control and the day-to-day running of the business to the 49% shareholder in return for a “fixed annual sponsorship fee”.

Foreign individuals are permitted to hold the minority 49% shareholding in their own name, but Sovereign recommends the use of a non-resident (offshore) company. This will ensure that the ownership is held outside Bahrain and is therefore unencumbered by any Shariah law implications in respect of inheritance and succession planning.

As the Corporate Nominee Shareholder, Sovereign will not take any commercial role in the new company and the annual fees will be fixed such that there will be no variation irrespective of increased turnover or profitability of the business.

The primary benefit of this corporate shareholder model is that the investor will not be dealing with an individual Bahraini national as a shareholder but rather with an international, fully licensed and regulated company that has no emotional ties to the business and no local vested interests.

Sovereign has multiple signatories who are available all year round and, as a company, our corporate shareholder entities offer perpetual succession. As a result, a client’s company will not be affected by the ill health or death of a local individual partner. A Sovereign Corporate Nominee Shareholder can also act as the local agent where the 51% shareholder is not required – for example, for a professional licence or branch.

Sovereign Trust Consultancy WLL was established in 2011 to provide services to clients who are based in Bahrain and need to start business abroad, as well as to clients who wish to come to Bahrain and start new business. Setting up a company in Bahrain will also create the need for a corporate bank account, personal bank account and residency permits. We can assist our clients with all these matters.

Any business entering a foreign market faces a number of compliance-related challenges. Making certain that all obligations are met in a timely and efficient manner can be a time consuming and costly process. Sovereign offers specialist expertise in the ongoing management and administration of its clients’ companies, from providing full back-office solutions to assistance with tax and regulatory compliance and payroll.

In addition, our Bahrain office is able to provide services to many other countries in the region, such as Lebanon, Jordan, Turkey and Saudi Arabia. Please contact us for further details about the ‘Corporate Nominee Shareholder Model’.

Nabil Khoury
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