Want to set up a firm in Antigua? We can assist you in starting a business or in buying a shelf company in Antigua with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Antigua includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Antigua. The total price of company formation in Antigua includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).
Jurisprudence of Antigua and Barbuda, like most of the other Caribbean countries, is based on the English Common Law, with most of its statute law originating from the United Kingdom.
Antigua and Barbuda’s company law is regulated by the International Business Corporations Act (IBC Act) enacted in 1982 and subsequently amended in 1984 and 1985 to make Antigua and Barbuda a choice jurisdiction for offshore banking. The Ministry of Finance controls operations under this Act. Antigua and Barbuda have been popular for international commercial banking for many years.
Offshore banking is more recent and has started in 1983. Within fifteen years more than seventy offshore were registered in Antigua and Barbuda. In 1998 the legislation was amended for banking and money laundering prevention. This resulted in the closure of more than thirty offshore banks and shows the depth of the re-organization that took place. An offshore bank is still to be licensed under the IBC Act, but a new regulatory and compliance environment equal to most international financial centers was created by amendments to this Act as well as by the Money Laundering (Prevention) Act (MLPA) in 1999, 2000 and 2001.
The International Business Corporation Act (IBCA) of 1982 provides for simple and fast incorporation procedures of IBCs in Antigua and Barbuda and minimal reporting requirements. In addition to strict confidentiality codes, it provides exemption from local taxes for up to 50 years including income and property tax on profits, securities, assets, dividends and interests, provided the company does not engage in trade within Antigua. An IBC in Antigua and Barbuda has no minimal capital requirements (except cases when licensing is required), is not subject to exchange controls or currency controls, can operate bank accounts anywhere.
The law of Antigua and Barbuda provides for incorporation of the following types of companies:
IBCs are regulated under the International Business Corporation Act.
An IBC can enjoy the following advantages provided for by Antiguan company laws:
Establishment, licensing and activities of Offshore Banks are governed by the provisions of the International Business Corporations Act and the Banking Act. Any International Business Corporation (IBC) may apply for a license to carry on International (or "Offshore") Banking. An international banking license to an IBC is granted at the sole discretion of the Supervisor of Banks and Trust Corporations. The supervisor may revoke the license at any time if, in his opinion, the revocation is in the public's interest. The minimum share capital of an offshore bank is USD 5 million or its equivalent in another major currency, USD 1.5 million of this amount must be deposited and kept in a bank licensed to do business in Antigua and Barbuda. The application must be made with the International Financial Sector Authority (IFSA). A Banking License can, generally, be issued within four (4) weeks of submission of completed application documents.
It is required to have at least one director, the directors of an offshore bank are to be natural persons and at least one of them must be resident in Antigua and Barbuda. Prior to granting the license, biographical details of each proposed director, officer and subscriber to five percent or more of the IBC stock are to be part of a set of application documents. Besides qualifications and banking experience, the personal information shall include criminal record. Financial statements of the organizer, whether it is an individual or corporation, are to be filed with the application as well.
Under the issued license an offshore bank is required to appoint an auditor and submit financial returns to the Supervisor of Banks and Trust Corporations quarterly. Information on customers' liabilities relating to loans, advances and other assets and an assets and liabilities statement must be included to a quarterly return. An audited financial statement must be filed annually, together with a certificate verifying current owners, directors and officers of the bank.
Recently the Government enacted some amendments to the International Business Corporation Act and the Money-Laundering (Prevention) Act due to the international concerns about Money-Laundering and other illegal financial activities. Among these amendments are the following:
The annual government license fee for an international banking licensed IBC is USD 15,000.
An international insurance corporation is subject to licensing by the Superintendent of Insurance. A minimum capital requirement for offshore insurance corporation is USD 250,000. The funds are to be paid to an Antiguan bank or one of the major international banks before issuance of a license. The stated capital of at least USD 250,000 must be maintained at all times.
The Superintendent of International Insurance Corporations is empowered to revoke or suspend the license if its registration is deemed to be detrimental to public interest.
An Offshore Insurance Company is required to appoint an auditor and to file audited annual reports with the Supervisor of International Insurance Corporations.
Tax exemptions applicable to International Business Corporations in general apply to International Insurance Companies. Hence tax exemptions are granted on including:
The annual government license fee for an insurance IBC is USD 10,000.
Offshore trust popularity is based on the fact that assets of a certain type (real property, bank account, ships, aircraft, shares, yields, ownership interests in companies, family assets, etc.) can be transferred to a foreign trust without a taxation obligation, whereby it is possible to achieve tax savings and maximum protection of the assets. In certain cases, when the assets are burdened by a tax obligation, the transfer to a trust of the assets may be subject to a lower taxation rate than the direct sale of the assets.
Trusts administered by Antigua trust companies are not subject to any legislation imposing taxes on inheritance, profits, income, or on any capital assets, gain or appreciation on any assets or dividends, and interest paid out by an IBC as a trustee on behalf of a non-resident of Antigua and Barbuda, for a period of 20 years from the date of incorporation of the IBC.
Although there is no requirement that a trust instrument be recorded, it may be recorded in the non-public records of the Director of International Business Corporations who will issue a Certificate of Recordation attached to the original of the trust instrument.
There is also no restriction on accumulations by trusts and the rule of law known as the rule against perpetuities does not apply to any property vested in a trust corporation. The minimum capital requirement for a trust corporation is USD 500,000.
For the international client a trust instrument can be prepared to meet any requirement of the settler and may take cognizance of and incorporate the following types of provision in the trust instrument:
A settler can set out in the trust instrument the way in which he wishes the trustee to administer, invest and distribute trust property to beneficiaries. Alternatively, the settler by way of the trust instrument accompanied by a legally non-binding letter or "Letter of Wishes" may give the trustee a wide discretion while at the same time giving guidance as to both investment and distribution of trust property should be effected.
Note that although the trustee given a "Letter of Wishes" is not legally bound to follow the instruction, he would normally do so unless a change in circumstance led him to believe that following those wishes would have undesirable consequences for a particular beneficiary or beneficiaries.
The "Letter of Wishes" may be amended as often as required during the lifetime of the settler to take into account any change in circumstances of either the settler or the beneficiaries.
Should the client wish to guard against the excesses of a trustee, he may wish to appoint a protector. The terms of the trust would require the protector's consent before certain decisions or functions can be carried by the trustee.
Offshore trusts offer great flexibility in a wide range of financial planning and strategy.
Internet gaming facilities are deemed to be financial institutions under Antigua and Barbuda law and are regulated by the Financial Services Regulatory Authority (FSRC), which gives the internet gaming operators a high level of comfort in the jurisdiction and in the ability to conduct business on a predictable basis. It is useful to take note of the following points:
The internet gaming industry benefits from high quality telecommunication facilities provided by Cable and Wireless. The costs of such telecommunications are highly competitive and are lower than in the vast majority of jurisdictions which provide a home for internet gaming.
License applicants must pay an up-front, non-refundable fee of USD 15,000 to cover due diligence.
Two incorporators, who are both Antigua and Barbuda citizens and one of them is an attorney at law called in Antigua and Barbuda are needed for formation of an Antigua and Barbuda offshore company. The formation of an IBC can be carried out by a local resident agent, such as an accountant, attorney or trust company. Formation can be achieved in as little as 24 hours.
The formation of an IBC involves the following:
The name of an IBC can be any name of choice, providing it is not the same as an existing registered company, and it must end in Limited, Corporation, Incorporated, Society Anonyme, Sociedad Anonima or Aktiengesellschaft; or their usual abbreviations: Ltd., Corp., Inc., S.A., AG. Company names may be expressed in any language using the Latin alphabet. Misleading names are not allowed. A company’s name must be approved by the Registrar at Intellectual Property and Commerce Office. The following words or their derivatives are not for registration: Asset Management/Manager, Assurance, Bank/Banking, Broker/Brokerage, Capital, Credit, Currency, Custodian/Custody, Dealer/Dealing, Deposit, Derivative, Exchange, Fiduciary, Finance/Financial, Fund, Future, Insurance, Lending/Loan/Lender, Option, Pension, Portfolio, Reserves, Savings, Security, Stock, and Trust/Trustee.
The following documents are required to register a company in Antigua and Barbuda:
The Memorandum includes business activities the company is permitted to perform, and Articles of Association establish governing rules for internal management of the company; usually the Articles and Memorandum are submitted together with the other papers, though this is not required by law.
The applicant needn’t be present in person in Antigua and Barbuda to register a company; he must provide the following:
After completion of the company registration the documents filed are returned to the applicant (his agent) with a stamp on each document and a Notice of Incorporation. Incorporation date is printed out in the Notice. No other filing is needed for the company to commence trading.
A company registered in Antigua and Barbuda must have a registered office and a registered agent, but needn’t to have a bank account in Antigua and Barbuda.
An offshore company may be registered within two working days, though typically formation procedure of a company in Antigua and Barbuda takes 3 days after receipt of all information required for incorporation. In case of urgency the company may be registered within one working day when apostilling is not required and two working days when apostilling is required.
An IBC is not allowed to engage in any active trade or business within Antigua and Barbuda.
Any company where the majority of the shares are beneficially held by persons who are residents makes the company ineligible for the tax exemptions under the IBC Act. Any person ordinarily resident in Antigua and Barbuda for a period not less than 12 months or a citizen of Antigua and Barbuda is a resident for the tax provisions of the IBC Act.
An IBC is subject to licensing when is going to engage in banking, insurance or trust business. Licensing is required when the following words or word combinations are used in companies’ names: Asset Management, Fund Management, Investment Fund, Building Society, Bank, Assurance, Insurance, Re-Insurance, Trust, Trustee, Saving, Royal, Municipal, Chartered.
In the case of banks, trusts or insurance companies at least one director must be a citizen and resident of Antigua and Barbuda. There are no citizenship or residence requirements for other officers of the company who may be appointed at the discretion of the company.
Licensee corporations - gaming, banks, trusts and insurance companies - must provide information on ownership and management within 30 days of demand by the authority, Internet services cannot be offered without prior approval of the IBC office, no change to directorship or to legal or beneficial ownership of 5% or more can be made without the approval of the IBC office.
An offshore Antigua company can open and operate an offshore Antigua bank account. The Antigua banking system comprises a few local banks, as well as some major international banks that carry out operations all over the Caribbean. Banks require disclosure of true beneficial ownership and the true identity of directors and shareholders. So, in case the Supervisory Authority requires information under the law, it can be made available. An offshore bank account can be opened by an offshore Antigua company with any of the banks licensed to operate in Antigua and Barbuda, when doing this tax exempt status of the company will be still maintained.
All Antigua companies must have a registered office and a registered agent that is either a corporate body or a resident in Antigua. Copies of the Articles of Association, Memorandum of Association, and Notice of Incorporation must be kept at the registered office in Antigua and Barbuda. A copy of the company’s Register of Directors must be maintained at the company’s registered office as well. The public has no access to the Antigua Company Register.
Company seals are not required by law but are in practice required for everyday company transactions.
A non-licensed IBC is not required to file any audited accounts or annual returns in Antigua and Barbuda. Though there is a statutory requirement that the corporate records of the corporation must be maintained at its registered office in Antigua. International insurance corporations, international banks, and international trust companies are, however, required to do audits.
Government annual fee is:
Re-domiciliation is provided for by Antigua and Barbuda law by way of inward or outward. A company incorporated in another offshore jurisdiction can move its operation to Antigua and Barbuda and vice versa.
The winding-up of a company may be accomplished in one of the following ways:
An IBC needs to have at least one director, while corporate directors are allowed. Antigua company director details will become visible on the public file.
Only one shareholder, which may be an individual or a corporation, is needed for incorporation of an IBC in Antigua and Barbuda. The details of shareholders are not part of the public records.
There are no Antigua and Barbuda residence requirements for shareholders, directors or officers of an IBC unless the company engages in international banking, international insurance, or international trust business.
Meetings of directors and shareholders may be held outside Antigua, with the exception of the Annual General Meeting and the Annual Board Meeting. Telephone meetings are permissible as long as one (1) director is physically present in Antigua and Barbuda and shareholders may vote by proxy (Nominee local directors and nominee local shareholders can convene annual meetings with telephone participation by overseas directors and shareholders).
Annual general meeting shall be called not later than 18 months after the company comes into existence and not later than 15 months after the last annual general meeting.
An offshore Antigua company needs to have a company secretary who may also be a director. A secretary may be a corporation or an individual, resident or non-resident, and must be appointed by the directors. Recording minutes of meetings is among the Company Secretary’s responsibilities.
Antigua adopted the transparency rules from the OECD in 2021 and, upon the first request, provide information about the beneficiary through the agency's corporate website or by request.
For a non-licensed IBC there is no specific minimum capital requirement. The minimum issued capital may be one share of no par value or one share of par value and all issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. Bearer shares must indicate that they are not transferable to a resident of Antigua and Barbuda. A bearer shares holder is assured of anonymity, as his/her name will not be disclosed in any official records as a ‘registered’ shares holder.
International Banks, Trust companies and International Insurance corporations are not allowed to issue bearer shares.
The Antigua and Barbuda Company Register is not public. Criminal penalty is provided for by law for disclosure of confidential information. The only exception for the disclosure of information is the court order issued based on the request of the Antigua and Barbuda government under agreements between Antigua and Barbuda and a foreign state.
Information on directors is disclosed to the local agent and makes part of the public Register.
Information on beneficiaries and shareholders is disclosed to the local agent and custodian, but makes no part of the public Register, thus can not be made available unless based on the decision of the government agency.
Full services of Antigua and Barbuda standard company purchase cost 2,950 USD and include registration, legal support, annual government fee, and delivery of documents to the client
Price2 950 USD
including government registration fee and certified copies of registration documents, including Compliance fee
for non-licensed IBCs
Price1 850 USD
including registered address and registered agent, NOT including Compliance fee
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Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)
simple company structure with only 1 physical person
additional compliance fee for legal entity in structure under GSL administration (per 1 entity)
additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)