Limited Liability Company

A limited liability company consists of one or more shareholders responsible for the company’s debts to the extent of their interests in the capital.

However, the number of shareholders in a limited liability company cannot exceed 50, and the transfer of shares is restricted. The minimum share capital is 1 Bahraini Dinar.

The Commercial Companies Law states that nationals of Bahrain should hold a minimum of 51% of the shares of a limited liability company and that the head office should be in Bahrain. One hundred percent foreign ownership is possible.

A limited liability company may not engage in activities such as insurance, banking, or investment.

A With Limited Liability Company (“WLL”) is comparable to a Limited Liability Company in other countries of the GCC and is the most common form of business vehicle. WLL’s must consist of a minimum of two and a maximum of 50 shareholders who can be natural persons or corporate legal entities. The shareholders are responsible for the company’s debts and obligations only to the extent of their respective shares in the capital. The minimum share capital required is BHD 100 and WLL’s are required to appoint at least one general manager who has the same obligations, duties and responsibilities as a director in a Joint Stock Company (see below). The company cannot issue shares to the public shares and can be 100% foreign-owned, again depending on the business activity.

Various documents are required to incorporate a WLL company which includes but is not limited to a memorandum of association, capital deposit certificate, new company’s lease agreement and a financial auditor’s report.

Further documents may be required where the party looking to incorporate a WLL is a corporate body. Such documents may include, but are not limited to, a copy of the registration certificate of the corporate body, constitutional documents of the corporate body and a resolution from the corporate body’s board of directors/general assembly approving the incorporation of a WLL in Bahrain.

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