Bahrain Clear Launches Private Market

Bahrain Clear, a fully-owned subsidiary of Bahrain Bourse, is launching a new online platform branded as a “one-stop-shop” for Bahrain Closed Shareholding Companies (also referred to as Closed Joint Stock Companies) (“BSC(C)s”) to be known as the “Bahrain Private Market”. The purpose of this platform is to offer BSC(C)s a host of services in a secure and electronic format, commencing on 18 August 2022. The launch was announced on 1 August 2022 in a press conference hosted by CEO of Bahrain Bourse VC & MD of Bahrain Clear, Shaikh Khalifa bin Ebrahim Al Khalifa.

Bahrain Clear is licensed by the Central Bank of Bahrain (“CBB”) to offer clearing, settlement and depository Systems.

Why now?

Bahrain Clear wishes to further support the growth of private market infrastructures and the continued fostering of innovation. The launch of Bahrain Private Market aims to capitalise on the technology-driven operational efficiencies of Bahrain Clear to further expand services to encompass both public and private shareholding companies.

The platform was launched pursuant to a recent amendment, Law No (9) of 2022 (“Amendment”) amending Legal Decree (27) of 2015 concerning Commercial Registration (the “Commercial Registration Law”).

The Amendment

The Amendment replaces the definition of “Relevant Department” in the Commercial Registration Law with a wider definition. Previously, only the relevant department within the Ministry of Industry and Commerce (“MOIC”) could undertake certain registrar services. The Amendment’s change to the definition of Relevant Department now authorises Bahrain Clear to offer the same services previously provided exclusively by the relevant department within MOIC, only in relation to BSC(C)s.

What services does the Bahrain Private Market provide?

Bahrain Private Market will offer ten services (“the Services”) to Closed Shareholding Companies/ Closed Joint Stock Companies for a fixed annual subscription fee of BHD 500 ($1,325) (the “Fee”) which includes formalisation of the following:

1. Change of Partners;
2. Change of Authorised Signatures;
3. Change of Directors;
4. Change of Company Type and Mergers;
5. Company Ownership Transfer;
6. Capital Decrease;
7. Capital Increase;
8. Pledge & Release of Pledges (Mortgage);
9. Sequester Freezes & Unfreezes; and
10. Judicial Custodianship.

The platform also provides for additional add-on services such as Annual General Assembly meeting management services (physical and eAGM), cash dividend distributions, share options, and auction services, eVoting, and consolidated statements. The fees for the various add-on services are listed on the Bahrain Bourse website and are offered at the same fees as those, which are charged to public companies.

Selling Shares

One of the unique offerings of the platform is the ability for shareholders to release a request to sell. The offering shareholder will have the freedom to choose whether to make the offer available to all shareholders, a number of select shareholders, or even to an individual shareholder (subject to the requirements imposed by law).

Such process paves the way to make it far easier to carry out transactions like selling shares, especially where the BSC(c) has a relatively large number of shareholders.

What you need to know?

The Fee is payable by any BSC(C)s wishing to use Bahrain Private Market to carry out the Services and is imposed once annually on the commercial registration number—not the branch. The Fee is paid directly to the MOIC on behalf of Bahrain Clear.

The platform enables BSC(C)s to access, connect, manage and execute their transactions in an efficient and effective manner. Note that the platform offered by the Bahrain Private Market does not change the list of approvals or required documents for certain transactions. There are, however, plans to reform the list of requirements and formalities associated with certain transactions in the future to make it easier and more efficient for BSC(C)s.

BSC(C)s will not be able to use the Bahrain Private Market to carry out the Services in the event of non-payment of the Fee, or in the event of there being any violations or restrictions registered against its Commercial Registration (CR).

Transactions carried out in the Bahrain Private Market will automatically be reflected on the government portal “Sijilat” that is operated and maintained by the MOIC. As such, users will not have to log-in to Sijilat and can instead view their details on the Bahrain Private Market. Similarly, changes affecting the Commercial Registration (CR) of such companies on the Sijilat portal will also be reflected on the Bahrain Private Market.

If the BSC(C) does not opt for the use of the Bahrain Private Market, it can continue processing applications manually by application to the MOIC.

How can we help?

As the leading law firm in the Middle East & North Africa Region and with strong corporate structuring experience across all industry sectors in the region, Al Tamimi & Company is well placed to assess the impact of the introduction of the Bahrain Private Market on your organisation.

If you would like to further discuss the contents of this update, please contact Al Tamimi & Company in Bahrain.