Company Registration in Antigua - Business Starting & Setup

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:

• International Business Corporation (IBC) incorporated under International Business Corporation Act (IBCA) and formed for the purpose of carrying out trade or business from Antigua and Barbuda. IBCs may be 1) not subject to licensing namely: holding, personal investment, export/import, finance, shipping, professional service, intellectual property companies and some other, or 2) subject to licensing namely: offshore banking, a minimal capital requirement is USD 5,000,000; international insurance, a minimum capital requirement is USD 250,000; international trust business, a minimum capital requirement USD 500,000; Internet gaming.
• International Limited Liability Company (ILLC) that is an unincorporated entity formed under International Limited Liability Companies Act (ILLCA) for any lawful business or other purpose including professional services rendered through or by company’s agents, member, officers or managers. ILLC are exempt from a wide range of taxes in Antigua and Barbuda.
• Limited Liability Company (LLC) that is a domestic private or public company formed for the purpose of carrying on a trade or business for gain and conduct the business in or from Antigua and Barbuda.
• Non-profit company that is a private company without share capital.

IBCs are regulated under the International Business Corporation Act.

An IBC can enjoy the following advantages provided for by Antiguan company laws:

• a guaranteed fifty year tax exemption applying to most forms of IBC income, dividends, interest and royalties paid by an IBC to foreigners;
• exemption from exchange controls and the unrestricted operation of bank accounts;
• absence of capital gains and estate taxes in Antigua and Barbuda;
• a non-licensed IBC is not subject to mandatory auditing or minimum capital requirements;
• Antigua and Barbuda have Tax Information Exchange Agreements with 16 countries: Australia, Belgium, Denmark, Faroe Islands, Finland, France, Greenland, Iceland, Ireland, Liechtenstein, Netherlands, Antilles, Norway, Sweden, United Kingdom, and United States;
• bearer shares and its stock may be issued with or without par value;
• an authorized capital may be increased or reduced by way of an amendment to its Articles of Incorporation;
• sole shareholder allowed;
• sole director allowed, and directors need not be natural persons;
• officers and directors need not be shareholders;
• there are no citizenship or residence requirements for directors, officers or shareholders;
• meetings of directors and shareholders may be held outside Antigua and Barbuda (Annual meeting of the directors and shareholders must be however convened in Antigua and Barbuda);
• ordinary shareholder resolutions are carried by single majority of votes cast whereas certain extraordinary resolutions require approval of a two-thirds majority;
• shareholders may vote by proxy;
• a non-licensed IBC is not required to file any corporate reports with the Government regarding any offshore activities;
• the records of the corporation shall be maintained at the registered office;
• an IBC is formed by two incorporators who are citizens and residents of Antigua and Barbuda;
• no currency restrictions of any type;
• an IBC can be used for numerous purposes such as: (a) general commercial trading (b) financial management (c) holding investment securities offshore (d) ship ownership or real estate ownership (e) share ownership in other companies (f) leasing of assets;
• generally limited filing requirements with respect to an IBC;
• inward and outward domiciliary provisions.

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:

• All Offshore Banking affairs are subject to annual examination by designated Government Examiners.
• Detailed transaction and customer records must be kept by all Offshore Banks.
• Changes in the ownership and Board of Directors require the prior approval of the International Financial Sector Authority (IFSA).
• Banks are not allowed to accept bearer negotiable instruments.
• Banks are not allowed to receive or transmit funds for persons who are not customers or account holders.
• Each Bank must appoint a Compliance Officer responsible for ensuring that the Bank's activity is in compliance with applicable laws.
• A Money Laundering Supervisor has been appointed by Government and authorized to freeze funds, derived from money laundering for up to 4 days with a Court Order.
• Assets of any person convicted of money laundering can be forfeited.

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:

• Profits or gains resulting from activities carried on from within Antigua.
• Securities or assets beneficially owned by an exempt corporation.
• Increase in the value of property or other asset in Antigua or elsewhere.
• Transfer of all or any part of its securities or other assets to another exempt corporation.
• Dividends, interest or other returns from any securities, deposits or borrowings.

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:

• Acceptance of additional property into trust.
• The appointment of trustees outside the jurisdiction of choice.
• Changing the governing law.
• Appointment of additional beneficiaries and exclusion of any beneficiary.
• Distribution of the trust fund to another trust.

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:

1. A 3% tax is payable by operators on their "Net win" defined as "the difference between the gross stakes laid and the winnings paid out".
2. Operators are entitled to deduct software licensing or software development costs from (1) above, capped at no more than 40% of the Net win for all companies provided claims for the deduction of such costs are accompanied by documentary support evidencing the costs.
3. Operators are entitled to deduct charge backs on credit cards for a period up to 18 months after the original charge was made provided claims for the deduction of such charge backs are accompanied by documentary support evidencing the original credit and the charge back.
4. The 3% tax on Net Win and the deductibles are to revision by the Government and the representatives of the Industry.
5. Gaming License fees are USD 100,000.00 per annum for those Operators who maintain a primary server and operations in Antigua and Barbuda and who pay the tax as described above.

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 applicant must submit a request for a name approval. The name should reflect the corporate purpose of the company.
• Once the request is approved, a copy of the approval is faxed to the applicant.
• The applicant must then submit the registration documents in triplicate.
• A Certificate of Incorporation is issued.

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:

• Notices of Directors.
• Application for International Business Charter which must be consistent with the Articles of Incorporation.
• Articles of Incorporation and Memorandum; Articles of incorporation must include the following:

1. the approved name of the proposed corporation;
2. particulars on the registered office and resident agent;
3. the authorized number of shares (at least one 1);
4. the number of directors (at least one 1);
5. the signatures of two incorporators one of whom must be a practicing attorney in Antigua and Barbuda;

• Confirmation of payment at the amount of USD 300.00.

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:

• personal data (copies of his passport informative pages), contacts;
• an independent professional written reference for the applicant from his banker or accountants. This must either be an original or a facsimile with original to follow by express mail or courier. The reference must contain information about exactly how long the referee has had a professional relationship with the applicant;
• copy of a bank statement or credit/debt card statement addressed to the applicant;
• information on liquidation: has the applicant or any company of which he has been a director or officer within the last ten years ever gone into creditor’s liquidation;
• information on criminal offences: has the applicant or any company of which he has been a Director or Officer ever been convicted of any criminal offence;
• information on current investigation or litigation: is the applicant currently being investigated by or involved in litigation with the Internal Revenue Service or other tax authorities in any jurisdiction or any other Government Agency;
• information on involvement in politics (in case the applicant is or was a political figure);
• a brief statement as to the nature of the business which will be carried on by the company;
• Par Value of shares (recommend 10,000 shares at USD 1.00 each).

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:

• USD 300 for companies with an authorized capital up to USD 50,000;
• USD 1,000 for companies with a share capital more than USD 50,001;
• USD 350 for companies with a share capital that does not exceed USD 50,000 and having some or all of its shares with no par value pay.

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:

• by a court order;
• subject to the supervision of the court;
• voluntarily; a corporation may be dissolved by resolution of all the directors or by special resolution of the shareholders in case the corporation has not issued any shares, or has no property and no liabilities; generally a corporation may not be voluntary liquidated and dissolved except with the prior written approval of the appropriate official.

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.