Company Registration in Saint Lucia - Offshore Business Starting & Setup

Legal system of Saint Lucia is unique among the countries of British West Indies and similar to the mixed legal system of Canadian Quebec. While most branches of law are based on English common law, civil law and civil process follow French law traditions. The reason of such a state is a significant historical contribution of France into the island colonization.

The principal forms of business organization in Saint Lucia are:

• Sole trader;
• Partnership;
• Private limited company;
• Branch.

For offshore solution foreigners can incorporate the following forms:

• IBC;
• International partnership;
• International mutual fund;
• International trust.

The most common structure for formation a firm in Saint Licia is IBC (private limited company).

There is a range of requirements to the company name in Saint Lucia:

1. The word “Limited” “Corporation”, “Incorporated”, “Societe Anonyme”, or “Sociedad Anonima” or the abbreviation “Ltd”, “Corp”, “Inc.” or “S.A.”, or the equivalent term in any language must be part of the name of a company.
2. A company name should not be identical with that under which a company in existence is already incorporated under IBC Act or registered under the Companies Act or so nearly resembles the name as to be calculated to deceive, except where the company in existence gives its consent.
3. A company name should not contain the words “Assurance”, “Bank”, “Building Society”, “Chamber of Commerce”, “Chartered”, “Cooperative”, “Imperial”, “Insurance”, “Municipal”, “Royal” or a word conveying a similar meaning; or other word that, in the opinion of the Registrar, suggests or is calculated to suggest (i) the patronage of Her Majesty or that of a member of the Royal family, (ii) a connection with Her Majesty’s Government or a department thereof, or (iii) a connection with a municipality or other local authority or with a society or body incorporated by Royal Charter, except with the approval or, in the approval in writing, of the Registrar.
4. A company name should not be indecent, offensive or, in the opinion of the Registrar, objectionable.

The following steps are required to incorporate an IBC company in Saint Lucia:

1. Lawyer conducts name search and prepares incorporation documents: a) Attorney conducts name search and waits for approval, as approval is not guaranteed. b) If the name is approved by Commercial Registry it is only then the incorporation documents are prepared. The incorporation documents include: i. The articles of incorporation. ii. The notice of directors. iii. The notice of the company’s registered office. By-Laws are not mandatory but are highly recommended. However, they are not filed together with the incorporation documents. They are filed subsequent to incorporation and attract a separate filing fee.
2. Registration with the Commercial Registry: When registering the company with the Commercial Registry, the promoters pay an administrative fee (850 XCD) when presenting the documents for registration. The Registry issues a certification of incorporation once the registration process is finalized.
3. Make company seal: A company can obtain a rubber-stamp seal locally in 7 days; the cost is XCD 75. If a more formal embossed seal is required, it can be obtained from overseas in 14 days; the cost is about XCD 290.
4. Obtain tax payer identification number: The competent authority is the Inland Revenue Department.
5. Register as employer with social security institute: The competent authority is the National Insurance Corporation.

A company shall at all times have a registered agent and a registered office in Saint Lucia. The following documents should be kept at the registered office: register of shares, register of directors, minutes of all meetings, copies of resolutions.

The registered agent of a company shall be licensed under the Registered Agent and Trustee Licensing Act and shall be the registered office of a company.

The Registrar shall not accept the resignation of the registered agent of a Saint Lucian company until such time as another registered agent is appointed to replace the first registered agent.

A Saint Lucian company may, by a resolution of directors, amend its memorandum or articles to change the place of its registered office and to change its registered agent. A change of registered agent and registered office shall be effective upon the proper filing with the Registrar of an amendment to the international business company’s memorandum or articles.

There are no compulsory requirements for seal. A company can obtain a rubber-stamp seal locally in 7 days; the cost is XCD 75. If a more formal embossed seal is required, it can be obtained from overseas in 14 days; the cost is about XCD 290.

All foreign individuals and companies, intending to conduct business in St Lucia, and own more than 49% of the company’s shares, are required to have a Trade License. The Ministry of Commerce, Industry and Consumer Affairs issues Trade Licenses.

The procedure for obtaining a Trade License is as follows:

• Three copies of the Trade License Application Form can be obtained from the Ministry of Commerce, Industry and Consumer Affairs or Invest St. Lucia.
• The application form must be completed and returned to the Ministry or Invest St. Lucia.
• The application is considered by the Trade License Advisory Board. The Board makes recommendations to the Minister, who then grants the final approval.
• The Application takes approximately 6-8 weeks (from the date submitted) to process.

The license is issued annually and expires on 31 December of the year in which it is granted.

Under the Foreign National and Commonwealth Citizens (Employment) Regulation, all non-nationals wanting to conduct a business or be gainfully employed in St. Lucia must apply for a work permit. Applications can be obtained from the Labour Department of the Ministry of Legal Affairs, Home Affairs and Labour.

To obtain a work permit in Saint Lucia, you have tos:

1. Collect a completed ‘A’ Form from the Work Permit Officer at the Department of Labour. Pay a non-refundable fee of (EC $100.00) to the Accountant General at the Government Treasury located in Castries.
2. Submit the Work Permit application form: сomplete the Work Permit application form and ensure that the following documents are attached before it is submitted to the Work Permit Officer: a Police record from the country where the applicant last resided; certified documentary proof of qualifications; trade licence (for foreign companies applying on behalf of foreign employees); copies of advertisements for the posts; evidence that income tax has been paid; two (2) passport size photograph; letter From Employer (Former or Current). Take the Treasury receipt back to the Work Permit Officer at the Department of Labour who will then provide you with a Work Permit application.

This procedure is repeated every year until the applicant becomes a citizen of St. Lucia. A person that has gained resident status is NOT EXEMPT from a Work Permit and is required to apply according to the above procedures.

All applications should be submitted to the Work Permit Officer at least two (2) months prior to the date which you propose or plan to be employed or engaged.

While the application is in process, the applicant should NOT engage in any kind of employment.

There are a number of restrictions on the activities of a Saint Lucian companies. An IBC shall not:

• carry on business with persons resident in Saint Lucia;
• own an interest in immovable property situated in Saint Lucia, other than a lease;
• carry on international banking business unless it is licensed to do so under the law in force in Saint Lucia relating to international financial services;
• carry on a banking business with a resident whether alone or in conjunction with any other activity, unless it is licensed to do so under the Banking Act;
• carry on an international insurance business unless it is licensed to do so under the law in force in Saint Lucia relating to international financial services;
• carry on a shipping business with a resident whether alone or in conjunction with any other activity, unless it has complied with an enactment relating to the carrying on of shipping business;
• carry on the business of international financial services representation;
• carry on international mutual funds business unless it is licensed to do so under the law in force in Saint Lucia relating to international financial services; or
• carry on business in a manner detrimental to the public interest.

A company in Saint Lucia that willfully contravenes the above restrictions is liable to be struck off the Register and to a penalty of $100 for each day or part thereof during which the contravention continues, and a director who knowingly permits the contravention is liable to a like penalty.

The redomiciliation of companies to or from Saint Lucia is permitted.

A company incorporated under the laws of a jurisdiction outside Saint Lucia may, continue as an international business company if:

• articles of continuation, (written in the English language or if written in a language other than the English language, accompanied by a certified translation), is approved by a majority of the directors or the other persons who are charged with exercising the powers of the company;
• the articles of continuation contains: the name of the company and the name under which it is being continued, the jurisdiction under which it is incorporated, the date on which it was incorporated, etc.;
• the articles of continuation, accompanied by a copy of the memorandum and articles of the company, or their equivalent, written in the English language or if written in a language other than the English language, accompanied by a certified translation, and in the case of a foreign company, evidence satisfactory to the Registrar that the company is in good standing, is submitted to the Registrar; and
• the Registrar, if satisfied that the company meets the requirements of an international business company registers the company as an international business company by registering the articles, memorandum and articles of continuation in the register.

A company incorporated under the laws of a jurisdiction outside Saint Lucia is entitled to continue as an international business company, despite any provision to the contrary in the laws of the jurisdiction under which it is incorporated.

A certificate of continuation issued by the Registrar is prima facie evidence of compliance with all requirements of this Act in respect of continuation.

Subject to any limitations in its memorandum or articles, a company incorporated or continued as a company under this Act may, by a resolution of directors or by a resolution of members, continue as a company incorporated under the laws of a jurisdiction outside Saint Lucia in the manner provided under those laws.

Every IBC in Saint Lucia must have a Board of Directors consisting of one and more directors who can be natural persons or companies, residents and non-residents.

A Saint Lucian company shall keep at its registered office at all times, a register to be known as the directors register containing the names and addresses of persons who are directors of the company; the date on which each person was appointed as a director; and the date on which any person ceased to be a director. A Saint Lucian company may delete from its director’s register information relating to persons who are no longer directors.

Subject to any limitations in the memorandum or articles, the directors of an international business company may meet at such times and in such manner and places within or outside Saint Lucia, as the directors may determine to be necessary or desirable. A director shall be deemed to be present at a meeting of directors if he or she participates by telephone or other electronic means; and all directors participating in the meeting are able to hear each other.

Directors’ information is only disclosed to local agent and is not publicly accessible.

IBCs in Santa Lucia are not required to appoint a company secretary.

Each company in Saint Lucia must have at least one shareholder who can be a natural person or a company, residents and non-resident.

Annual general meetings are not required. Shareholders’ meetings can be held any time at any place within or outside Saint Lucia. A shareholder shall be deemed to be present at the meeting if he or she participates by telephone or other electronic means; and all shareholders participating in the meeting are able to hear each other.

Shareholders’ information is only disclosed to local agent and is not publicly accessible.

St. Lucia adopted transparency rules from the OECD in 2021 and provides beneficiary data upon first request through the agency's corporate website or by request.

There is no fixed minimum authorized capital requirement nor is there a maximum limit on the amount of authorized capital. Standard amount of authorized capital is 100 US dollars. Capital may be nominated in any currency.

The minimum issued capital may be one share of no par value or one share of par value. Standard par value of share is 1 dollar. Issued shares must be fully paid.

Bearer shares are not permitted.

A share register is to be kept at the registered office. A share register should contain the following information:

• the names and addresses of the persons who hold registered shares in the international business company;
• the number of each class and series of registered shares held by each person;
• the date on which the name of each person was entered in the share register;
• the date on which any person ceased to be a member.

A Saint Lucian company may delete from its share register information relating to persons who are no longer members.