A MEMS device comprising a flexible membrane that is free to move in response to pressure differences generated by sound waves. A first electrode mechanically coupled to the flexible membrane, and together form a first capacitive plate. A second electrode mechanically coupled to a generally rigid structural layer or back-plate, which together form a second capacitive plate. A back-volume is provided below the membrane. A first cavity located directly below the membrane. Interposed between the first and second electrodes is a second cavity. A plurality of bleed holes connect the first cavity and the second cavity. Acoustic holes are arranged in the back-plate so as to allow free movement of air molecules, such that the sound waves can enter the second cavity. The first and second cavities in association with the back-volume allow the membrane to move in response to the sound waves entering via the acoustic holes in the back-plate.