Company Bylaws for Bahrain

Presenting U.S. Bylaws to Bahraini Registries and Banks

Bahraini companies are governed by a memorandum and articles of association that are filed with the commercial registry, so Bahraini officials expect a foreign company’s governing rules to be just as visible. A U.S. corporation splits those rules between two documents: the articles of incorporation, filed with the state, and the bylaws, which are adopted internally and never filed. That difference shapes how bylaws are prepared for Bahrain.

No state copy, so the company certifies them

Because bylaws are not on file with any state, no Secretary of State can issue a certified copy. Instead, the corporate secretary signs a certificate stating that the attached bylaws are a true, complete and current copy, as adopted on a stated date and amended to date. The secretary signs before a U.S. notary, and the Secretary of State of the notary’s state apostilles the notarization. LLCs use the same method for their operating agreement.

What Bahraini reviewers look for

Bahraini registries and banks read bylaws mainly for authority: who can bind the company, how officers are appointed, whether the board can delegate powers, quorum and voting rules, and whether signatures must be joint. These provisions show that the board resolution and power of attorney in the file were validly given. Make sure the version you send is the one currently in force, including any amendments, or send the amended and restated bylaws.

Long documents and confidentiality

Bylaws and especially LLC operating agreements can be long, and they may contain commercial terms the company prefers not to circulate. Every page sent to Bahrain must also be translated into Arabic. Some Bahraini offices may accept certified extracts of the relevant provisions, or a secretary’s certificate summarizing the authority rules, instead of the full document. Ask the registry, bank or your Bahraini adviser before preparing the full text.

Where bylaws are used in Bahrain

They are typically filed when a U.S. corporation registers a branch or subsidiary through Sijilat, opens bank accounts, applies for a regulated licence, or registers a commercial agency, usually together with the certified articles of incorporation, a good standing certificate, a board resolution and an incumbency certificate. Bahrain has accepted apostilles since December 31, 2013, so none of these documents needs the U.S. Department of State or the Bahrain Embassy.