Company Registration in Anguilla - Business Starting & Setup

Anguilla is common law jurisdiction with local interpretations. Its judicial system is administrated by East Caribbean Supreme Court and consists of Magistrate’s Court, Hight Court, Court of Appeal. Appeal process finishes in Privy Council.

Anguilla has different types of companies:

• The Ordinary Company/ Anguilla Business Company.

ABC usually registered for doing business in Anguilla, that’s why uninteresting to foreigners.

Auditing and Annual Return filing are mandatory. Annual Return should contain information about shareholders, including address and nationality. Bearer shares aren’t allowed. Additional obligation about holding in registered office financial statements of each subsidiary bodies the accounts of which are consolidated in the financial statements of the company.

• The International Business Company (IBC).

Is registered for the purpose of doing business out of Anguilla, and is an instrument of international tax planning. Companies incorporated in any other jurisdiction may be active in Anguilla as an IBC. An Anguilla IBC can, where the laws of another jurisdiction permit, redomicile to such jurisdiction.

Auditing and Annual Return filing are not obligatory. Bearer shares are allowed for IBC.

• The Limited Liability Company (LLC).

LLC is being incorporated by filing Articles of formation. There is no obligation about informing the registry about the names of shareholders. LLC might participate in another Partnership, Limited Partnership or LLC.

• Partnerships & Limited Partnerships.

Limited Partnership is very attractive way of investing, particularly for the raising of venture capital, permitting the limited partners to be insulated from liability. There is no information about the limited partners in register.

• Protected Cell Company.

Protected Cell Companies Act (2004) makes provision for the registration of PCCs and sets out rules governing the registration, management and administration of such companies.

In the Act a protected cell account is defined as a separate and distinct account (comprising assets, rights, liabilities and obligations) of a protected cell company.

The establishment of a protected cell account does not create a legal person distinct from the protected cell company. A feature of a protected cell company is that any asset, which is linked to a particular protected cell account shall be held as a separate fund, which is not part of the general assets of the protected cell company, and is held exclusively for the benefit of the account owner of the protected cell account and to any counter-party to a transaction linked to that protected cell account. Assets in such account shall only be available to meet liabilities to the owners and creditors of that protected cell account.

Companies must be incorporated through a local agent all of whom are licensed and regulated by the Inspector of Company Managers. These is designed to ensure, that through the application of due diligence procedures Anguilla adopts high standards of practice.

Incorporations (provided through the local company manager who is registered with the system) are effected immediately, with ACORN (Anguilla Commercial Online Registration Network) providing a copy of the company's Certificate of Incorporation instantly online. Hard copies of all Certificates generated are also provided through the company manager.

Company Management under Company Management Act involves incorporating companies, providing registered office services, acting as registered agent, filing registry documents and providing directorship and nominee shareholder services.

The name of the company shall not be the same as the name of any company, existing in the Registrar, should not imply the patronage of Her Majesty or any member of the Royal Family or be identical to Her Majesty’s Government or any public authority elsewhere, imply connection with some political party or its leader, university or professional association, should not coincide with the name of any corporate body, registered in Anguilla before the year 1995.

Process of incorporation of a company in Anguilla consists of:

1. Filing for registration with the proper set of documents, naming the registered office, local registered agent and within the payment of incorporation fee (USD 200). As a result – getting certificate of incorporation.
2. Compelling the set of corporate documents (including documents of transferring ownership rights and director’s powers.
3. Apostilization according to the terms of Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents. Appostilled document is implicitly accepted by countries – parties of the convention.
4. Courier delivery by mail and messenger service (TNT, DHL, UPS, FedEx).

From 12 to 14 days may pass from the beginning of the registration process and till the moment the client has got the set of documents for the company.

IBC (which is the main form of incorporation registered for international tax planning) can’t own real property in Anguilla, should not carry on business with persons resident in Anguilla (with the exception of services like banking, for example).

Every IBC should have a local registered agent who pays all the fees stated (government annual fee is 200$), supply the company with the address (registered office), and, by client’s request, keeping records and financial statements of the company or making alterations to corporate documents.

Annual support also contains paying for nominal services.

Registered office is the legal address of the company, which should be mentioned in its articles. Usually – that is the address of local agent. The address is used for government could keep in touch with client by means of registered agent. Local licensed agents provide the service. If the term of license has expired, the company will have to change both office and local agent.

Сommon seal should include the name of the company in legible characters.

The service is delivered by the local agent (annually) and contains prolongation of registered office of the company, paying government and agent fees (for maintenance of the register, making corporate alterations, nominal service). Anguilla government fee is USD 200 and should be annually paid not later than the last day of the quarter during which the company was registered. The penalty is 10% for delay which is no more than 3 months, and 50% of the sum of the fee if delay lasts more than 3 months.

Most offshore countries legislation allows the company to change the place of registration without changing company’s name. Anguilla is not the exception: the company should file special documents - articles of continuation (inside Anguilla) or certificate of departure (when leaving Anguilla): after all the obligations of the company fulfilled, the Registry should issue certificate of discontinuation. There is an opportunity to go on with business activity out of Anguilla as Anguilla IBC, if legislation of the new jurisdiction permits.

Minimum of directors – at least one and there are no requirements whether it should be the resident of Anguilla or not. One of directors might be appointed the official agent of the company with a wide set of rights written in articles or by-laws of the company with the right to enseal company documents.

Legislation of Anguilla doesn’t contain requirements about secretary.

Natural or corporate persons, residents or non- residents.

According to the report made by Global Forum on Transparency and Exchange of Information for Tax Purposes in respect of availability of ownership and identity information, Anguilla has clear requirements for ordinary company, international business companies, partnerships and foundations to maintain this information, including penalties for failure to comply. It’s important to remember, that only registered agent has got the information about beneficiary, his name is not introduced to the open Registry (company’s register should be kept in the registered office of the company).

Standard state capital of IBC is USD 50,000 with USD 1 par value. State capital should be fully paid before incorporation (through the local agent). There is no obligation to produce evidence of the payment to the Registry.

In Anguilla share is a form of personal property.

Issue of shares should be prepaid.

An international business company may issue different types of shares including:

• registered shares, bearer shares or both;
• shares with special, conditional, limited or no voting rights;
• common shares, preference shares, limited shares and redeemable shares;
• hares that entitle shareholder to participate in certain assets only;
• shares with par value;
• shares with no par value;
• options, warrants of rights or instruments of a similar nature to acquire any securities of the company;
• securities that at the option of the holder thereof of the company or upon the happening of the special event are convertible into or exchangeable for other securities in the company or any property then owned or to be owned by the company.

A company may issue shares in more than one currency, if a mechanism of calculating exchange rates into dollars is provided in the articles or by-laws.

But authorized capital of the company and par value of shares with a par value should be expressed in a currency approved by the Registry of companies (USD).

Fractional shares may be issued by IBC. Articles or by-laws should contain information about whether printed certificates of shares should exist.

The register of shareholders should have information about the shareholders of the company and their latest known address.

IBC may issue bearer shares, but with respect to each certificate of bearer shares the share register should have information about the custodian of the certificate of bearer shares (with the name and the address).

Moreover, The International Business Company Act gives a notice about the possibility of changing the order of circulation of bearer shares on the advice of Financial Service Commission.

Winding up and dissolution (voluntary) or liquidation and dissolution by order of the court (for example, If a company failed to fulfill financial duties).

An IBC shall begin winding up and dissolve by a resolution of directors (or shareholders). A detailed plan of dissolution should be approved. Then an articles of dissolution should be drawn up, which has to be filled to the Registry (since the articles of dissolution was registered, the process of dissolution has began).

The liquidator may be appointed by the company, by Courts motion, or by creditors (in the best interests of the creditors).

If the company fails to fulfill its legal liabilities (for example, has not filed any documents or has not paid penalties required) it might be striked off the Register.

The Registrar shall give a notice to the company beforehand: all the claims should be granted within the period prescribed in the notice, or an answer motivated against the claims should be given within the same period.

The striking off the company by the Registrar and its dissolution is effective from the date of the notice, published in the Gazette (official).

It’s important to remember, that striking off does not stop company’s duties.

If the name of IBC has been struck off the Register, the Registrar may (if there is an application in a special form) restore the company in the Register within 20 years from the date of the notice in The Gazette (upon payment of any outstanding fees). Corresponding liabilities should be fulfilled.

The Insurance Act covers the licensing and regulation of companies undertaking domestic insurance, offshore and captive insurance and of insurance intermediaries.

The Act also details minimum capital requirements and general requirements as well as annual returns to be submitted by licensed insurers.

The types of insurance licences that may be applied for under the legislation are:

1. In order to underwrite domestic insurance risks in Anguilla a company needs to apply for a Class ‘A’ Insurer’s licence, Foreign companies, wishing to undertake domestic insurance in Anguilla, need to register as a foreign company under the appropriate section of Anguilla’s Companies Act and they must either set up a local office or appoint a licensed insurance agent or broker.
2. The type of Class ‘B’ licences that companies may apply for are:

• Insurer’s Unrestricted Licence which shall permit a foreign insurer to carry on any foreign insurance business.
• Insurer’s General Licence which shall permit a foreign insurer to carry on general foreign business, but not long-term foreign insurance business.
• Insurer’s Association Licence which shall permit a foreign insurer to carry on general foreign insurance business and long-term foreign insurance business, with two or more owners of the insurer,and their affiliates, and to carry on no more than thirty percent (30%) of its foreign insurance business (based on net premiums written) with persons who are not owners of the insurer or their affiliates.
• Insurer’s Group Licence which shall permit a foreign insurer to carry on any foreign insurance business with a single owner of that insurer and its affiliates, and employees of the owner or its affiliates.
• Insurer’s Single Licence which shall permit a foreign insurer or a trust to carry on any foreign insurance business, including long-term foreign insurance business, with the sole owner of the insurer, if a company or with the beneficial owners of the insurer, if a trust.

Insurance Regulations contain information about the cost of annual prolongation of each type of license.

Each captive insurance company must engage an insurance manager that is domiciled in Anguilla and licensed by the Commission.

There are no requirements to appoint local directors; there are no requirements to hold annual general meetings in Anguilla; nor is it mandatory to establish bank accounts there.

The Commission allows applications to be made for “non-admitted overseas auditors” to become approved.

Trusts are created under the Trusts Act, which has its roots in English trust law. The Act permits different kinds of trusts, including variant trusts. The provision for variant trusts permits a settlor to create a trust (in whatever form and by whatever name) of a type recognized by the law or rules of his religion or nationality or which is customarily used by his community.

The Trusts Act provides for the optional registration of trusts with the Registrar of Companies.

Moreover, the Rule Against Perpetuities has been abolished and accumulation of income throughout the full term of a trust is permissible.

For trusts, a service provider would only have to know the identity of beneficiaries in some exceptional cases.

The Anguilla Mutual Funds Act provides for the establishment of

• a public (making an invitation to the public to purchase shares);
• private (the invitation to purchase shares is to be made on a private basis);
• professional fund (is one whose shares are available for purchase only to professional investors).

A private and professional fund which is registered or licensed under the law of a jurisdiction other than Anguilla may be recognized in Anguilla upon submission of an application providing evidence that it falls within the definition of either of those terms, is lawfully constituted under the laws of another jurisdiction and pays the requisite fee.

An Anguillian fund may be in the form of an Anguilla domestic company, an international business company, a limited liability company, a limited partnership, a partnership, a unit trust or a protected cell company/protected cell accounts (segregated portfolio company/segregated portfolio accounts). The corporate entities are extremely useful because they allow for the issuance of series or classes of shares with different rights, thus allowing for the creation of umbrella funds and master/feeder structures.

Mutual funds fully exempted from taxation.

Administrators and managers of mutual funds should hold special license.

The Anguilla Foundation is a hybrid entity, having the characteristics of both a corporation and a trust. May be incorporated by natural or legal persons. Like a corporation, it is a separate legal entity that can buy and sell property, sue and be sued, enter into contracts and hold assets in its own name, whereas a trust does not of itself have a legal personality.

An initial property endowment is at least USD 10,000.

Foundation Council (consists of natural and legal persons) carry out the purposes of the foundation.

It is obligatory to have registered agent and secretary (also acts as an agent).