How to set up your own company in Bahrain

XTang · 2017-12-12T21:16:54+01:00

Updated Oct' 19 So after seeing all of the questions and threads here; plus, with recent experience of helping friends set up a company in Bahrain, I thought I would pen down the steps. Hope it helps. First off, this relates to setting up an SPC (Single person company) or WLL (With limited liability, can have more than one partner). Depending on the activities you choose, you can get investor visas for each of the partners (and they can sponsor their dependents also on these visas) plus anywhere from 2 to 4 normal employment / work visas. Example given for basic set up with simple activities such as management consultancy. You need to put a deposit or capital to finance your company. The requirements have been reduced and in fact, there is no strict requirement. Most people choose to open it with 1000 BD. There are other company types but I will not talk about them as they are more complex or have more negative implications in case of any issue and / or have much higher capital requirements. Some key terms below: CR: Commercial registration. The certificate with unique number for your company. Has the name, number, activity license and so on. Every business needs one to operate in Bahrain Activities: The nature of business of your company. Important to choose the right activities because: a)The fee for the first 3 activities on the CR is 100 BD and thereafter 100 BD for each additional activity b)Some activities have additional approval or office requirements and if you don’t research well, the process will take longer Sijilat: The Ministry of Industry and Commerce website which is very user friendly. A must for setting up and maintaining your company Ekey: The primary login method for all government eservices in Bahrain. Comes in standard and advanced. Standard you can sign up for on the internet. To convert it to advanced, you need to go to one of the counters for the purpose with your CPR and give finger prints. Takes 5 mins and is essential to access Sijilat LMRA: Labor Market Regulatory Authority. Not linked to company formation but you need to register your company here if you want it to be able to sponsor visas You can choose to do all of it yourself or engage an agent / consultant to do the leg work for you. A consultant will usually charge around 800 BD for the whole thing. Personally, I would only ever recommend the use of a consultant if you are not based in Bahrain and need someone to do the legwork. As if you don't have a CPR then you NEED to get an agent / lawyer to do it for you. This is because you cannot login to the MOIC portal called Sijilat without an Ekey and you cannot get an Ekey without a CPR. The only exception is if you are a GCC national / have a GCC ID registered in Bahrain. The site is used to deal with almost all company related matters with MOIC e.g. change address, open new company, add branch, delete CR etc etc, and is absolutely essential In any other situation, it is simply not worth it as they are not really worth the cost; being just glorified delivery boys vs. people who can really advise you. The steps for company formation: 1) If you have chosen to go with a consultant, you (and all partners) would need to give him a power of attorney. He will handle it but you need to go to MOIC offices in Bahrain Financial Harbor and sign in front of a notary public (nowadays, in BFH, the only readily available notaries are private ones who cost a lot more than a public notary, but for a public notary, you have to take appointment and there is a long wait). All partners need to go. If you are doing it yourself, skip to step 3 2) The POA is finalized in a few days and the consultant can collect it on your behalf 3) Sign up for a "Standard' E-key online if you have a CPR. For logging into Sijilat and applications, this needs to be converted to an "Advanced" E-key. To do that, go to any of the E-key locations e.g. the SIO office in Diplomat tower next to Diplomat Radisson Blu, with your CPR. When you go there, they will take your fingerprints and the E-key will be changed to "Advanced' 4) Login to Sijilat website with your (or consultant does it) Ekey and apply for a new CR. You need to have three unique names for your company in English and Arabic, partner’s details (CPR/Passport), the chosen activities, the authority levels (Solely or Jointly), shareholding of each partner, roles of each partner etc. Company names are important as they cannot have religious or political connotations in addition to not copying other company names or the Ministry will reject them 5) If everything checks out fine and partners pass security check; your application will be approved. Takes anywhere from 1 day to a few weeks 6) At this stage you get a CR which shows “Active without license”. This means your company is active but cannot carry out activities without a license 7) At this stage, you need to upload draft “Memorandum of Association” which is in essence the charter for your company showing ownership, capital being deposited, shares of all partners etc. It must be in line with the company law. Standard formats are available easily. The Ministry will approve the draft and then you (and all partners) need to again appear in front of the notary in MOIC to sign these. Scan and upload them into the Sijilat application 8) Now to get a license, you need to have two things: a. Address for your business. This can be a virtual or physical office depending on the activities listed in the CR. The cost is anywhere from a 100 BD per month to 300 BD per month. You need to upload a lease contract or do online approval if you use an approved “incubator” service b. Bank account for the company or essentially a capital deposit certificate from the bank. This is the tricky bit as most banks create a lot of hassle to open “Company in formation accounts”. They either have high capital requirements or charge account opening fees. The process varies from bank to bank. You will have to take all company documents i.e. tentative active CR, a board resolution on company letter head stamped nominating authorized parties, lease contract, passports, cpr copies etc etc. Then you have to make the capital deposit as per your MOA. If all goes well, the bank will issue a capital deposit certificate. Important point to note is that you cannot operate the account until you go back to the bank and show all partners as being on the visa of the new company. The account will remain dormant till then 9) Upload the bank letter and lease agreement. You should get approval and your CR will show as active. Congrats your company is ready for business 10) Go to LMRA with a board resolution nominating responsible and authorized persons, passport copies, CPR, lease agreement, copy of active CR, electricity bond etc and apply at the counter to register your company 11) This is where it depends on your luck. LMRA will register your company but may not issue logins for EMS (Expat Management System which you need to apply online for permits) until the partners start getting on the visas for the company 12) Depending on above, either apply for an investor visa through EMS or at the LMRA counter. After a time period ranging anywhere from 1 weeks to 4 weeks, you will get your visa and will be able to get your passport stamped. You might have to do a medical if you haven’t done one in Bahrain before (i.e. you are not moving from a Bahrain employer to own company but setting up shop in Bahrain from outside) 13) Update CPR (need residential address or agent with address) and approach bank to show them permit and let them take details in CPR reader. Your account will be activated (all partners need to do that) 14) If you didn’t get an EMS login in step 10, go to LMRA counter again and request that. It really is essential for you to keep track of all labor related requirements online and pay the monthly and visa fees 15) That’s it as a summary!! MOIC also has a very good FAQ related to this topic on their website as well as the user guide for the Sijilat system. Link below. https://www.sijilat.bh/PFL/011.FAQs%20English.pdf https://www.sijilat.bh/PFL/009.System%20Process%20English.pdf Points / requirements to note: 1) The sponsor NOC for setting up a company, for people who have CPRs, is determined by what is on your CPR chip. For example, you may have resigned from your employer but never got the chip updated. In this case, MOIC system WILL ask for an NOC from the sponsor as that is what is showing in their record. So you can either get that NOC or get the chip updated. Unfortunately, if your visa has been cancelled, you cannot get the chip updated and must get the NOC. Or leave the country and then come back on a visit visa to do these formalities 2) For some nationalities and activities, it may take longer due to misuse e.g. people set up a company and sell employment visas. The posts you see about people being offered visas for money. So this means, problems in security clearance i.e. MOIC will mark a "defect". This is quite common for some nationalities especially if the owners don't have a CPR, are setting up a company with a low capital and in some generic activities which have been misused in the past e.g. management consultancy, real estate, public relations, contracting etc. The only thing you can do is re-apply after making changes but that's it - no guarantee that it will be approved a second time 3) Bank account opening continues to be a big hassle for company in formation accounts. Even more difficult if you are coming from outside Bahrain and don't have bank accounts here. You may be asked for bank statements stamped by your bank as well as bank reference letters 4) To register company in LMRA you MUST have an EWA / Municipality account in your company name or an electricity bond document (if you are in an incubator office where electricity is part of rent and is in the name of the incubator - they should give the scan document to you) 5) EWA is now linked to your CR in LMRA system, which wasn't the case before. This means, if you get a temporary address, register a company, let it go and someone else registers the EWA account on that address........instantly a violation will appear for your CR at LMRA end which will prompt them to do an inspection within 10 days 6) My recommendation here is to NOT get an address from a business center or incubator; especially if you are setting up a company just for visas :). You will have more problems proving the legitimacy of your business to LMRA for getting inspection violations removed - see the section on requirements to keep your company running This is by no means completely detailed and is intentionally given as a summary. Also note that laws and practices can change so do your research as well. Visas, EMS system & Costs: 1) The owners of the company get investor visas (You can choose from two occupations at time of application i.e. investor or businessman. Doesn't make a difference and you can always change it later by paying 10 BD). These allow you to sponsor your family and domestic staff. If you have two investors then you get 2 visas and so on. The investor and dependent visas don't count in the limit of visas you are allowed to have and are also not subject to Bahrainization requirements. Work visas are labor visas subject to limit and localisation requirements. Initial start ups such as the one I explained above get 2 of these if you are with an incubator and up to 4 if you move to a physical address. Others with activities like, say, contracting get 10 visas but it is more difficult to set up because this has been abused in the past to sell the so-called "Free visas". Beyond that, it depends on workload and is subject to bahrainization i.e. you have to hire bahrainis. Excluding dependent visas; you will pay a 5 BD monthly fee for each investor and work visa The cost of the visas (2 years, paid upfront) is 344 BD for investor/work visa (144 BD is mandatory health insurance) and 90 BD is visa fee for each dependent Additional fees which are one-time are 5 BD for each visa issuance and 5 BD for registering new establishment. Full schedule you can see on LMRA website 2) There are two levels of access in EMS system. One is responsible (can add authorized and update the CR details with LMRA) and second is authorized (can do everything except remove responsible or add authorized or edit CR details). You can add authorized to either do only data entry or only payment or both. This can be done online by the responsible person. You need to create a request, upload CPRs of both, scanned form for "Add Authorized Person" from LMRA website and company board resolution saying the same. Usually it is approved within hours and login/password sent to the authorized person. Make sure to have correct phone numbers and emails as you will get communication from LMRA on important stuff 3) Investor visa application in EMS is slightly different from a work visa application. Besides the standard first two pages of passport and CPR (same for both); you have to upload company CR extract from Sijilat website, electricity documents, CR. The fields are not defined as such so you upload in whichever fields are free. All files must be JPG (and not JPEG) and less than 200K in size 4) The visa flow works like this on submission: LMRA - 2/3 days for verification CIO - Records passed into database, almost instant NPRA - Immigration. Takes anywhere from 2/3 days to 2/3 weeks or even longer. Security checks and other matters. Status shown is AWAIT GDNPR. EMPLOYER - You. Application comes back for payment. Log into EMS and pay NPRA - Routed back to immigration for final issuance. Status shown is AWAIT IMM LMRA - For final issuance of visa EMPLOYER - You. At this stage, you can log into EMS and print the work visa. Take that with you along with passport for stamping 5) Make sure to pay the monthly LMRA fees. Variable depending on number of visas. If you don’t pay, your work permits are cancelled Requirements for keeping your company running: 1) The first year after company formation, you are exempt from uploading any audited financial statements. But you need to upload from second year onward so you need to have accounts and then get these audited. Anyone can prepare accounts but auditors must be the ones which are registered with MOIC 2) Your CR needs to be renewed every year and after the first year; to get it renewed, you need to continue to have a premises plus submit audited financials. If you don't submit financials, MOIC puts a violation on you and your CR cannot be renewed 3) If you want, you can also get your BCCI membership renewed. This is a separate option in Sijiliat for renewal. BCCI is necessary if you are importing or exporting goods or even applying for a Saudi visa. Because in both cases, you would need to get documents attested from BCCI. Also note that BCCI membership is not done when you pay online. You have to physically go there, fill a form, give specimen signatures of authorized signatories and collect the BCCI card 4) You would also need to register with the Social Insurance Organization especially if you have employees on work visas. This again requires you to fill out a separate form and submit it at SIO. Once done, you can get an online login where you can get your invoices, make payments etc. GOSI is only payable for work visas and for Bahraini employees; investor visas are not subject to GOSI - you can opt for voluntary insurance if you want though 5) Be ready for inspections from MOIC and LMRA. In recent years, this has been stepped up to a great degree. As I have been warning on multiple threads, companies set up just for the sake of visas i.e. shadow companies, are in trouble as they are looking to close these down. From Dec 2018 till Eid 2019, LMRA was on a warpath. What we heard was that it was due to many illicit activities being carried out (free visas and so on) and they targeted shadow companies as well as every company in an incubator / business centre. It was massive and unprecedented and to an extent, hurt normal businesses as well. Their modus operandi was: Do a physical visit. If no one is physically present at the office (as was the case with most shadow companies and offices in business centres), slap on a violation of establishment closed and verification need for work permits. This meant that you couldn't issue new visas or transfers at all. Then the owner goes to LMRA and files a bunch of documents to remove violation. Waste of 3-4 hours with the queues. Then they inspect again within 15-20 days and call you 20 mins before. If you are not there then another set of violations. If you reach, they ask you to explain your business and show contracts etc. If they are not satisfied, they hit you with another violation like no activity practiced etc. There were people who went through 4-5 inspections without getting violations removed. It was that tough and to an extent, unreasonable at times. This continued non-stop till the second Eid and then sporadically thereafter. The biggest issue that people had is the answer to one question i.e. what is the level of activity I need to have. Theoretically speaking, even if you have one contract and some income, it is not LMRA's domain to question that as MOIC gets your annual accounts and can challenge you if the company is not financially solvent. But LMRA made it their domain. It has cooled down to some extent but there is no guarantee that it won't start up at year end again. So be aware and don't listen to consultants who tell you that it is not a big issue. They just want to make money at your expense and will be of zero help when your company gets violations. Requirements for closing down your company: First off, this is another area where consultants give you wrong advice. They tell you to not renew the CR and MOIC will automatically delete the company. Wrong. The message that appears in this case is DELETED but the company is NOT removed from MOIC register. You will find out when you try to set up another company or buy property or even in some cases, apply for visas; you will fail security clearance checks. If you are not asked to shut down the company by MOIC, court order or other authorities, the only way to close it down properly is a process called "Voluntary Liquidation". 1) Go to Sijilat and choose application type as register liquidation 2) Upload Board resolution from 70% of the shareholders - this should appoint a liquidator and give approval to liquidate the company 3) MOIC will approve the first stage and send you back an advertisement to be placed in an Arabic daily newspaper. The status of your CR will show as "UNDER LIQUIDATION". Depending on the time your company has been in operations, the nature of business and previous financial statements, they may or may not ask you to submit special purpose audited accounts 4) In any case, once you have placed the ad, after 15 days from the date of publication, you need to submit a copy of the ad as well as the final liquidator report to MOIC 5) MOIC will move the process into final approval and send you a second ad to be placed in an Arabic daily. Do that and wait 15 days. Then submit a copy of that ad 6) Final approval from MOIC, pay the fees and your CR will be treated as "LIQUIDATED"

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CLEARING. BH Member

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CLEARING. BHMember15 September 2024 21:13:57

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