Company Registration in the Turks and Caicos Islands - Business Starting & Setup

Legal system of Turks and Caicos is based upon <b>English common law</b> and some locally modified laws of Bahamas and Jamaica.

Companies in Turks and Caicos are governed by the Companies Ordinance.

The principal forms of business organization in Turks and Caicos are:

• ordinary resident company;
• exempt company;
• foreign company;
• limited life company;
• hybrid company

The most common structure is the exempt company.

A company may apply to be registered as an exempted company, if its objects are to be carried out mainly outside the Turks and Caicos Islands.

• Suffixes to denote limited liability: Limited, Corporation, Incorporated or their abbreviations. Can also be incorporated without a suffix denoting limited liability.
• The name of a proposed company contained in its memorandum of association may end with the words “International Business Company” or the abbreviation “IBC” which shall serve to identify it as an exempted company.
• Can be in any language using the Latin alphabet or Chinese translation using the Latin alphabet.
• Names requiring consent or a licence: bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment funds, friendly society, trust, trustee, guarantee, indemnity, underwriters, co-operative, Commonwealth or their foreign language equivalents

To incorporate an exempt company in Turks and Caicos you should submit with Companies Registry the following documents:

1. Memorandum of Association (3 copies)
2. Articles of Association (3 copies)
3. Any Resolution which may be signed by the parties

The Memorandum and Articles of Association should contain:

• The proposed name of the company
• The proposed registered office address
• The objects of the company
• A declaration that the liability of the members is limited
• A declaration confirming that the activities of the company will be undertaken outside the Turks and Caicos Islands

After incorporation, the company should ensure that the location of the registered office is published in the Gazette.

It takes 1 day to register a company in Companies Registry, but on the whole it takes about a week to startup a new company in Turks and Caicos.

TCI exempt company cannot:

• trade within the Turks and Caicos Islands, and may not own real estate there.
• undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, the rendering of investment advice or any other activity, which may suggest an association with the banking and insurance industries.
• solicit funds from the public or offer its shares for sale to the public.

TCI exempt company should maintain a registered office in the Turks and Caicos Islands at the address of the registered agent what means that a company should also appoint a registered agent.

The following documents should be kept at the registered office:

• accounting records,
• meeting minutes,
• other accounting and reporting company documents

Every company registered under the Companies Ordinance 1981 shall have a common seal upon which its name is engraved in legible letters.

The redomiciliation of companies either to or from the Turks and Caicos Islands is <b>permitted</b>.

An existing overseas company may transfer its domicile to the Turks and Caicos Islands where the laws of the overseas country do not prohibit such a transfer. A Turks and Caicos company can transfer its domicile to an overseas country where the overseas country laws allow for such a transfer. Once a company is redomiciled to the Islands it is deemed to have been incorporated there under the 1981 Companies Ordinance.

A minimum of one director is required. The directors may be natural persons or bodies corporate, be of any nationality and need not resident in the Turks and Caicos Islands.

There is no requirement to file the details of directors on any public record.

All companies incorporated in the Turks and Caicos Islands are required to appoint a company secretary. The company secretary may be a natural person or body corporate, be of any nationality and need not resident in the Turks and Caicos Islands.

An exempted company need only have one shareholder. The shareholders may be natural persons or bodies corporate, be of any nationality and need not resident in the Turks and Caicos Islands.

There is no requirement to file the details of shareholders on any public record.

The company need not hold any annual meetings and such as are held need not be held in the Turks and Caicos Islands.

Beneficiaries’ details do not appear on a public profile. The identity of the beneficial owner of a Turks and Caicos company is treated as strictly confidential and must be disclosed as part of the obligatory due diligence to service providers including firms specializing in company formation, trust managers, lawyers, and accountants, as well as to the auditor. It can only be disclosed by them in the cases stipulated by law and following statutory procedure.

There is no minimum capital requirement.

It is normal to incorporate an Exempt Company with an authorised share capital of US€ 5,000; divided in to 5,000 common voting shares of US€ 1 each, this being the maximum capital for the minimum duty payable at the time of incorporation.

Thereafter if the authorised share capital exceeds US€ 5,000, the capital duty is increased by 1% of any increase up to US€ 50,000, by 0.5% of any increase over US€ 50,000 and by 0.1% of any amount over and above US€ 100,000.

The minimum issued capital is one share of no par value or one share of par value.

Bearer shares are prohibited from January 1, 2014.