Closed Joint Stock
Company (BSC)
A private shareholding structure for serious investors — offering limited liability, a formal governance framework, and the prestige of a shareholding company without public listing.
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Overview
What Is a Closed Joint Stock Company?
A Closed Shareholding Company — known as BSC (Closed) — consists of a number of persons, not less than two, who underwrite negotiable shares among themselves without offering those shares to the public.
Unlike a public shareholding company (BSC), a BSC (Closed) does not list on a stock exchange and shares cannot be publicly traded. Shareholders are liable only to the extent of their shares in the capital — making this a limited liability structure.
The BSC (Closed) is the structure of choice for larger private businesses, joint ventures between institutional partners, and companies that require a formal board-governed structure with significant share capital without the obligations of a public listing.
"Shareholders are liable only to the extent of their shares in the capital — not their personal assets."
Key Characteristics
What You Need to Know
Minimum Capital BD 50,000
The minimum share capital is BD 50,000. At least 50% must be deposited at an approved bank at incorporation, with the remainder paid within 3 years.
Limited Liability
Shareholders are liable only to the extent of their shares in the capital. Personal assets are fully protected from company debts and obligations.
Share Value Rules
The share value may not be less than 100 Fils and not more than BD 100. Shares are negotiable among existing shareholders but not publicly traded.
Board of Directors
The company must be managed by a Board of Directors with a minimum of 3 members. Board terms may not exceed 3 years, subject to renewal.
Auditor Required
The company must appoint one or more auditors. The auditor prepares an annual report on the company's activities, financial position, and profit and loss.
100% Foreign Ownership
GCC nationals and foreigners are permitted to own 100% of a BSC (Closed). It may also be owned by an individual or a corporate company.
Required Documents
What You Need to Register
The following documents are required by MOIC. All documents must be attested where applicable.
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✓Letter of authorisation — if applicant is from a Professional body registered at MOIC or is staff of a corporate partner
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✓Official Power of Attorney — if applicant is a non-related party
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✓Passport copies of all founders, directors, and authorised persons
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✓Board resolution approving incorporation in Bahrain (if partner is a Bahraini company)
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✓Attested AGM/EGM or board resolution approving incorporation (if partner is a non-Bahraini company)
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✓Attested copy of Commercial Registration of corporate partner (if non-Bahraini company)
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✓Attested Memorandum & Articles of Association of corporate partner (if non-Bahraini company)
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✓No objection letter from employer if any founder is a private sector employee
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✓Proof of share capital deposit at an approved Bahraini bank (at least 50%)
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✓Proof of physical office address in Bahrain (lease agreement)
Note: Public sector employees are not permitted to establish commercial companies or hold administrative positions, however they may own shares in a BSC (Closed) without assuming administrative roles.
Registration Process
How Melqart Registers Your Company
Initial Consultation & Structure Planning
We advise on shareholding structure, board composition, share capital requirements, and confirm BSC (Closed) is the right vehicle for your objectives.
Trade Name Reservation
We reserve the company name via Sijilat. The name must be followed by "Bahraini shareholding company - Closed" wherever it appears.
MOA & Articles Drafting
We draft the Memorandum and Articles of Association covering share capital, board structure, shareholder rights, and governance framework.
Share Capital Deposit
At least 50% of the share capital must be deposited at an approved Bahraini bank before registration is completed.
MOIC Registration & CR Issuance
We submit the full application to the Ministry of Industry & Commerce and obtain the Commercial Registration (CR) and Business Licence.
Board Formation & Bank Account
We assist with the formation of the Board of Directors, appointment of an auditor, and opening of the corporate bank account.
Ongoing Obligations
Post-Registration Commitments
A BSC (Closed) has the most comprehensive ongoing governance obligations of all Bahrain company structures. Melqart helps you stay compliant year after year.
General Assembly
Hold an annual General Assembly of Shareholders and send an invitation to MOIC to attend. Hand over minutes of the meeting.
Appoint an Auditor
Appoint one or more registered auditors annually to prepare a financial report on the company's activities and position.
Financial Report
Prepare and submit annual audited financial statements covering the full fiscal year activities and financial position.
4 Board Meetings
Hold a minimum of four Board of Directors meetings per year as required by the governance framework for shareholding companies.
Management Report
Prepare an annual management report covering the company's performance, strategy, and future outlook for shareholders.
Governance Report
Prepare a Governance Report and appoint a Governance Officer as required by Bahrain's corporate governance regulations.
Assign a UBO
Identify and register the Ultimate Beneficial Owner in line with Bahrain's corporate governance and transparency requirements.
Reserve Capital
Maintain a statutory reserve capital as per the prescribed rules for shareholding companies in Bahrain.
AML & ESR Compliance
Comply with Anti-Money Laundering requirements, submit an Economic Substance Report, and keep business books for 10 years.
Is a BSC (Closed) Right for Your Business?
We help you assess whether a Closed Shareholding Company fits your investment scale, governance needs, and long-term business objectives.
Speak to an Advisor →Making the Right Choice
BSC (Closed) vs WLL vs BSC (Public)
Not sure which structure suits your business? This comparison covers the key differences across Bahrain's three main shareholding and limited liability structures.
| Feature | BSC (Closed) | WLL | BSC (Public) |
|---|---|---|---|
| Minimum Capital | BD 50,000 | None Required | BD 1,000,000 |
| Shareholder Liability | Limited | Limited | Limited |
| Minimum Founders | 2 or more | 1 to 50 | 2 or more |
| Publicly Traded Shares | No | No | Yes — Stock Exchange |
| Board of Directors | Yes — Min 3 Members | Not Required | Yes — Min 5 Members |
| Annual Auditor Required | Yes | Yes | Yes |
| Banking & Insurance | With CBB Approval | Not Permitted | With CBB Approval |
| 100% Foreign Ownership | Yes | Yes (most sectors) | Yes |
| Best Suited For | Large private businesses, joint ventures | Most SMEs & startups | Large public companies |
Important to Know
Key Rules & Legal Points
Shares of a BSC (Closed) may not be traded except after the full value of the shares has been paid, with the exception of trading operations that take place between the founders themselves.
The company name must be followed wherever it appears by the phrase "Bahraini shareholding company - Closed." This is a legal requirement and cannot be omitted in any correspondence, letterhead, or documentation.
A BSC (Closed) may be established with the participation of foreign capital or foreign expertise. The Minister concerned with trade affairs may determine the proportions of foreign participation in certain sectors.
It is prohibited to own shares of a public joint stock company through any subsidiary company of that BSC (Closed). This restriction applies to all subsidiary entities regardless of jurisdiction.
The company cannot raise capital or borrow by publicly underwriting shares (IPO). It may not issue negotiable shares or bonds of any kind to the public — all share dealings remain private between founders and existing shareholders.
Banking and insurance activities and the investment of others' funds are permitted — but only with the approval of the licensed authorities such as the Central Bank of Bahrain (CBB).
These rules are drawn from Bahrain's Commercial Companies Law. Melqart ensures full compliance with all applicable legal requirements from incorporation through to ongoing operations — so you can focus on running your business.
Get Started
Register Your BSC (Closed) in Bahrain
Tell us about your business and shareholding structure and a Melqart advisor will get back to you within 24 hours. No obligation — just clear, practical guidance from people who know the process inside out.
BSC (Closed) at a Glance
Register Your BSC (Closed)
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