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 a public listing.
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, 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 fully 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 — personal assets are fully protected."
What You Need to Know
A BSC (Closed) comes with the most formal governance requirements of any Bahrain company structure, and the most prestige. Here is what sets it apart.
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
Share value may not be less than 100 Fils and not more than 100 BD. Shares are negotiable among existing shareholders but cannot be 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 who prepare an annual report on the company's activities, financial position, and profit and loss account.
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.
What You Need to Register?
The following documents are required by MOIC. All documents must be attested where applicable.
- ✓ Letter of authorisation — if applicant is from a Professional body registered at MOIC or is staff of a corporate partner
- ✓ Official Power of Attorney — if applicant is a non-related party
- ✓ Passport copies of all founders, directors, and authorised persons
- ✓ Board resolution approving incorporation in Bahrain (if partner is a Bahraini company)
- ✓ Attested AGM/EGM or board resolution approving incorporation (if partner is a non-Bahraini company)
- ✓ Attested CR and M&AA of corporate partner (if non-Bahraini company)
- ✓ No objection letter from employer if any founder is a private sector employee
- ✓ Proof of share capital deposit at an approved Bahraini bank (minimum 50%)
- ✓ Proof of physical office address in Bahrain (lease agreement)
How Melqart Registers Your Company?
Initial Consultation & Structure Planning
We advise on shareholding structure, board composition, share capital requirements, and confirm BSC (Closed) is right 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. We guide you through this process.
MOIC Registration & CR Issuance
We submit the full application to the Ministry of Industry & Commerce and obtain the Commercial Registration and Business Licence.
Board Formation & Bank Account
We assist with Board of Directors formation, appointment of the auditor, governance officer, and opening of the corporate bank account.
Post-Registration Commitments
A BSC (Closed) carries the most comprehensive governance obligations of any Bahrain company structure. These must be maintained annually to stay compliant.
General Assembly
Hold an annual General Assembly of Shareholders. Send an invitation to MOIC to attend and hand over the minutes of the meeting.
Appoint an Auditor
Appoint one or more registered auditors annually to prepare a financial report on the company's activities, financial position, and profit and loss.
Financial Report
Prepare and submit annual audited financial statements covering the full fiscal year activities, financial position, and profit and loss account.
4 Board Meetings
Hold a minimum of four Board of Directors meetings per year as required by the governance framework for Bahrain shareholding companies.
Management Report
Prepare an annual management report covering the company's performance, activities, 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 for shareholding companies.
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. Board reformed every 3 years.
AML, ESR & Books
Comply with AML requirements, submit an Economic Substance Report, and retain complete business books for a minimum of 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.
BSC (Closed) vs WLL vs BSC (Public)
| 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 |
Key Rules & Legal Points
- 1 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.
- 2 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.
- 3 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 or activities.
- 4 It is prohibited to own shares of a public joint stock company through any subsidiary company of a BSC (Closed).
- 5 The company cannot raise capital by publicly underwriting shares (IPO) and may not issue negotiable shares or bonds of any kind to the public.
- 6 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).
Register Your BSC (Closed) in Bahrain
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