How to set up your own company in Bahrain

Marlie007 :

Another area of confusion that I need help with. I have a CR w/o licence for a partnership company. Me and my partner both have 50% share each. While applying for the licence I was asked for Ultimate Beneficial Owner (UBO). I put my name in but it would not accept it. Can someone explain this to me?

I don't have the link for MOA.  But you can ask an agent to get one for you or do a search for one.   Board resolution is simple - just type it out in a word document and print on your letter head. Sign and stamp it.   Just label it as Board resolution dated xyz and write out what you want to say.

Is the application progressing without UBO?  if so, go ahead and you can add it later.  This is something recent and is basically about designating a single point of contact for the whole company.

Thanks Xtang. I just went through the notes. Much clear now.
Can you please guide with good document clearing agent to begin process. Please PM if you can.
Appreciate your help.

Quick update: I have been to VFS today and enquired on visa fees.for Saudi business visit for Indian nationals:(Might differ for other nationalities)
It's 120bd for 6 months multiple entry business visit
150bd for an year (But they stopped processing this category for now).
So one could just apply for 6 months multiple entry business visa.

They have stopped for most nationalities anything beyond 6 months since last year.   I will see if I can find a good agency but in this, pretty much everyone is the same.  They are just coordinators and not much else.

That's the point. Everyone seems to be just delivery boys as you rightly pointed out earlier.
The much bigger issue is most of them doesn't seem to have any knowledge of the process.
For instance: I was with one the agents this noon and was shocked to hear that even Investors have to pay GOSI every month. My understanding was that 3% fee is only applicable to employees not business owners. This was confirmed again by another agent.

In addition to that, their prices.. Some need 650bd and most of them reasonably at 400bd.

Anyways please let me know if you come across any good agent.

Thanks again.

Understood. Thanks again.

XTang :

That is the tricky bit.   It used to be that you would get the 30 visas.  Nowadays, I am not so sure with the increased level of inspections and other issues.  Check in your EMS system - does it show the permit level?   check in the Update Unit/CR info (only responsible person can see this option) and it should show you as part of the Bahrainization calculator.  If it doesn't, then first ask e-support through raising a ticket.

Hi XTang,

Thanks a lot for your reply.

6)    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.

Sir where can these standard formats be found? I have seached using all the possible terms but couldn't find any.

Digen_star :

6)    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.

Sir where can these standard formats be found? I have seached using all the possible terms but couldn't find any.

I saw some on the internet a year ago.  But if not available, you can ask your agent to provide you the same and then keep a soft copy.

Kamran_here :

That's the point. Everyone seems to be just delivery boys as you rightly pointed out earlier.
The much bigger issue is most of them doesn't seem to have any knowledge of the process.
For instance: I was with one the agents this noon and was shocked to hear that even Investors have to pay GOSI every month. My understanding was that 3% fee is only applicable to employees not business owners. This was confirmed again by another agent.

That is wrong.  Investors don't have to pay GOSI.  Instead they fall under a category called voluntary insurance for self employed people and business owners i.e. it is your choice to register.  Go to the SIO website and you can see the details.

You have to understand the process.  When you set up your company, it DOES NOT get registered with SIO automatically i.e. you don't get a login. SIO is a separate registration process.   Once registered, you can get your online account and see the invoices generated there.  For example, I just logged into my account and saw the January invoice for my company which has only investors and the number shown is zero.  There are also no owings for the past months - I registered with SIO back in Oct 2018.  And if there are any owings; despite not being registered, SIO will send you invoices to pay :).

Similarly, your company does NOT get registered automatically with BCCI either. You DO pay the fees at the time of registration but most people don't bother to keep up with the BCCI fees.  You can check different CRs on Sijilat and you will different expiry dates for BCCI membership and CR.   To register, you have to submit a separate form to BCCI with authorized signatures.   BCCI membership matters in different areas e.g. when you apply for a Saudi visa, they want your company to give an NOC, ATTESTED by BCCI.  And BCCI won't attest unless you have done the separate registration process with them and gotten a card.  Just paying fees online at MOIC won't matter.

There are lots of complexities in keeping a company running in Bahrain and most people don't know them.  When you have your first inspection from LMRA, you will come back here worried and ask for more details - the agents won't tell you those now :).

What about the expat who have come to Bahrain on a dependent visa and after a year of residing they decide to register their own company and get a business CR.

Can they continue on the same dependent visa after the CR registration or is it mandatory that they get their investor visa done?

If your name is on the CR and you don't have an investor visa:

1) Legally you cannot work on behalf of the company that you set up
2) LMRA will register establishment but will not give anyone EMS access unless or until they are on the visas of the CR
3) Your bank accounts won't be activated as banks make a big deal about all partners being on the visa of the company before they activate accounts

I don't see the reason why you would want to remain on a dependent visa after setting up a company in your name.

That was helpful. Thank you. My CR is under process for now. Will do the needful

Also, just a word of caution for everyone who is setting up their companies; LMRA is doing unprecedented and heavy inspections since Dec 2018.  The reasons for this are not clear but it must be due to some issue.

They are visiting literally every single company and marking offences (almost 100% of the companies have been hit in business centers & incubators i.e. the cheap monthly rental ones).  Then when you apply to clear the violation, they do a re-inspection.  And for the first time ever, companies are being asked to verify their genuineness i.e. show bank statements and work contracts. 

If you are setting up a company just for visas, it is not advised at all in the current climate.

I am having problems finding a soft copy as well. The only one I have found is for a bank in pdf. MoA and AoA

Can anyone advise if it's better to register an SPC as an individual or Company?

Any pros or cons

SPC is a company to begin with.  The type is SPC.

Are you asking if the SPC is to be owned by a single person or by another company?

So I am registering my SPC and was asked if i am setting up as an SPC Individual or Company?

Not sure what does that mean?

Thanks

SPC individual is what you should respond with.

XTang,

Appreciate your effort in providing useful information.

Where can I find the activity types that are allowed under SPC for a foreign expat working in KSA?

Thank you

It's got nothing to do with spc or working in Saudi. Go to sijilat.bh and check activities. These will show you if foreigners are eligible. It should say foreign nationals can own 100%.

Excellent work on all of this XTang; thank you.  It has made my decision to go solo much easier.

I've been trawling this forum for information on exit and re-entry; I need to leave after having my work visa cancelled and was wondering if its ok to fly out of Bahrain and back in on the same day or do I need to be out of Bahrian for 24 hours+.  Any advice is appreciated.

Exit re-entry, that's saudi. Bahrain has no such thing. You can leave and come back whenever as long as you have right to enter through visa on arrival and the like.

Is it possible to setup a business and get investor visa and for one of the partners to take up a job with a company in BH?

I’m pretty sure if you have a job as an expat and want to setup a company you can if the employer allows it but what about the other way around?

Can you accept a position and be given sponsorship or a job contract whilst a company owner?

Simple answer, no.   You can sign a contract with that company to provide services in line with the activity on your CR and work there in that capacity.  But if you work as an employee of that company and LMRA catches you in an inspection; there is a very bad outcome to that.   So basically, you have to cancel your investor visa and get on their work visa.

You can't compare from the angle of setting up a company as an employee.  You CAN set up a company on the basis of the NOC but you will not get EMS access nor signatory access on bank accounts until you get on the visa of that company.   All you can do is be on the Board of that company and be signatory with MOIC while other people run it.   So you will be an investor in the CR without a visa while you work on your work visa.  But if you already have a company, all you lose is EMS access but retain bank account signatory access - as company is no longer "in formation".

Ok thanks. So scenario would be have company fully sorted with visas etc so all owners are signatories.

If one partner gets a job: they relinquish investor visa, but retain other rights/ownership in company?

Yep.

Keep in mind that visas and company ownership are totally separate things.

Ownership is registered at MOIC and does not change until you want it to. 

Visa allows you to work in that company.  If you are not working for that company, you can still be a director / authorized signatory / bank signatory (if you are out of formation stage) to retain control.   You can change the access from "Solely" to "Jointly" on Sijilat which means that anything will require both signatures.

You may even be able to convince LMRA to retain your access to EMS as you are an investor / owner.  Generally, for Bahrainis, they can be authorized persons of whichever company without issue.  For expats, it is subject to whoever is sitting at the counter at that time.   In my last company, I had EMS access to two of our different entities despite being on the visa of one - and I wasn't even an investor.  So you have a case.  I would cancel the visa and see if they remove the access.  If they don't, well and good.  If they do, you can go to LMRA Sanabis, first floor or the VIP lounge and ask for it back.

Thanks XTang.

I wanted to check what is roughly the time period, procedure and expense (mandatory formalities including rent of such shop)related to starting a building material retail shop. Person is not in Bahrain who wants to start up..

Depends on a lot of factors but between 2 weeks to 2 months.

Hi Xtang,
Thanks for detailed information.
I have a little question too, would be grateful if you can help. I am in Bahrain on depandant visa with my husband and wish to start a business in education sector. I have already created ekey id and started the procedure for commercial registration. The business activity i am looking at falls under isic4 code 85499. Since i am on depandant visa will get approval. What will I have to do to change my visa? What kind of cost in involved in same?

You can get approval but your husband's employer needs to give an NOC that they have no objection to you starting your business.  Theoretically, your husband is your sponsor but practically speaking, companies sponsor dependent visas so MOIC will ask for that.

Once your company is active and you have registered it with LMRA, you can change visas.  You will have to cancel your dependent visa and apply for an investor visa - there is no transfer.  Cost for a new investor visa is 344 BD for 2 years as well as 5 BD per monthly fee.   And you will have to do a medical which you didn't have to as a dependent.

Thankyou so much Xtang you are a big help... heaps and loads of good wishes coming your way. Have a good day.

So I finally got my MOA and other documents notarized by Bahrain notary for my SPC.

Went to the bank (BBK) and was told that I need to provide a business case for my business in order to open up a bank account.

Found that to be weird. Is that a requirement for all the banks in Bahrain?

Thanks

No. It varies from bank to bank. 

Although keep in mind that nowadays there is a big crackdown happening on companies especially companies just set up for visas so it could be that requirements have been increased.   

But I don't see an issue with opening an account however once you register with LMRA, expect an inspection within 3 months and you better have contracts, bank statements and stuff like that then to prove you are a legitimate company :)

Thanks for the reply.

So the only reason to register with LMRA is to get the visa correct?

Or do you have to register with LMRA regardless?

Thanks

Well if you want to work for your company, even as an investor, you MUST register with LMRA and get on the visa of that company.

Even if you have an office and you are on the CR of the company; if LMRA come across you on an inspection, you will have problems as you are not allowed to work for your own company without being on it's visa.  You can be an investor and on the Board but you can't work there.

If you don't want a visa now as well as not work for the company, you can delay the registration with LMRA for some time.   But also keep in mind that you can only do that for 6 months after which you have to declare to MOIC that you are not practicing any activity.  If you don't do that and MOIC inspects, you will get a violation on your CR and won't be able to renew / or it could even be deleted. 

Nowadays, they are being very tough and LMRA is in the middle of a massive campaign since Dec of last year as I posted above.    If you are setting up a company for just visas, I would advise you to walk away right now and don't do that.  You can keep your CR active without a license for another year (i.e. renew it) while you wait and see what happens in this area.

Thanks for the info.

So I should get registered once my bank account is open and the CR is active so as an investor I can work at my office.

Appreciate all the info.

Yep

Hello again,

Needed suggestion in one more area.
I have started my Commercial registration proccess online however to procceed i need a commercial address. I do not have any big budgets at this stage for a space, so can i get any virtual address or anything like that that will be approved by MOICT as well as LMRA?

I found out about some Incubator offices but most of them say that my business has to be classified as a Start up to be able to use their services and i cant find more detail on that. I also tried to call them but there is no reaponse.

Moreover this is a small business in education ( conducting workshops & activities ) i dont need a commercial space to operate as I will be tieing up with schools and activity centres and conducting my programs in association with them.

Can you please suggest what can i do for a registered commercial address?

You can use an incubator address if your company is less than 2 years old.  For the third year, you can use that address if the incubator recommends the same to MOIC.  The difference between incubator and business center addresses is that when you are on an incubator, the EWA bill is not in your name and you are restricted to 2 work permits instead of 4.

Keep in mind that there is only approval by MOICT not LMRA.   LMRA just needs electricity bill in company name at the time of registering the company.

Outside of incubators, you can use business centers.  There are many to choose from and the rent will vary from 100 BD to 300 BD plus 10% charge in EWA bill for municipality.

At the end of the day, you MUST have an address irrespective of what you are planning to do.  The only exception to that is for Bahraini nationals who can use "Sijili" for some business activities and can use their home address - but then they don't get work permits.

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