International Business Company incorporation checklist
If you are considering the incorporation of an Antigua and Barbuda IBC Company, you should take into consideration the following points:
1 Director, 1 Shareholder Required, No Locals
Incorporation in 1-3 days
Legal System Based on Common Law
Liberal Tax Regime
Network of Double Tax Treaties
No Filing of Financial Records, No Auditing
No Public Record for Directors and Shareholders
Under the Antigua and Barbuda IBC Act of 2018 as it was amended, the Antigua and Barbuda IBC Company is an independent legal personality and has the same capacity to engage in any business provided that the activity is allowed by its memorandum and articles of association, the Laws of Antigua and Barbuda and does not require a license such as bank, insurance, assurance, collective investment schemes etc.
If you are considering the incorporation of an Antigua and Barbuda IBC Company, you should take into consideration the following points:
It must not contain sensitive words that are prohibited by legislation or the names that have offensive nature or imply illegal activity. The wording: “Assurance” “Bank”, “Insurance”, “Municipal” “Royal”, “Fund management”, “Asset management”, “Building society”, “Chartered” and similar words are the subjects for the licensing. There is also a prohibition for words implying patronage of Andorra’s government or department or the government and the bodies of any other country.
The company’s name must not be very similar to existing names on the registrar. It must end with a word or abbreviation signifying a corporate body or limited liability, for example such words are “Limited”, “LTD”, “Corporation”, “Corp”, “Incorporated”, “Inc.” etc.
An Antigua and Barbuda IBC Company is required to have a registered office address in Antigua and Barbuda which may be provided by an authorised registered agent in Antigua and Barbuda.
One director is the minimum required. There is no requirement for them to be locals and there is no requirement regarding the place and frequency of board meetings.
A corporate entity or a natural person can be appointed as directors. The director and shareholder can be the same person. The director’s details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company, who is bound by the law to keep this information.
The appointment of a secretary is not mandatory, but optional.
One shareholder is the minimum required. There is no requirement for them to be locals and a corporate entity or a natural person can be appointed as shareholders. There is no requirement regarding the place and frequency of shareholder’s meetings.
The director and shareholder can be the same person. The shareholder’s details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company who is bound by the law to keep this information.
The beneficial owners’ details are not registered on the public record and cannot be accessed by the public; those details are only held by the registered agent of the IBC Company who is bound by the law to keep this information.
The owners of an IBC Company are free to determine any amount as the authorised capital at incorporation and it can be de-nominated in any currency, though the US Dollar is mostly preferred and the amount of USD 50,000 is suggested. The authorised capital is the maximum amount of capital that the company is authorised by its constitutional documents to draw from its shareholders in exchange of shares issued.
An Antigua and Barbuda IBC Company may have registered shares, with or without par value, with or without voting rights, preferential or common and may be issued in any currency. Bearer shares are permitted but they must be held by a custodian.
No requirement is imposed on minimum paid up capital at incorporation; this means that the owners of an IBC Company are not required to set a deadline as to when such capital must be paid up. However, all shares should be paid in a full amount at the moment of issuance.
An IBC Company in Antigua and Barbuda can be incorporated within 1-3 days. Antigua and Barbuda is considered to have one of the fastest registries worldwide.
Ready-made but unused IBCs are available in Antigua and Barbuda, in case you are in need of a quicker incorporation process.
There are no economic substance requirements in Antigua and Barbuda regarding IBC which means that, the company may not be managed and controlled from the territory of Antigua and Barbuda, as well as may not have qualified employees and expenditures connected with its business activity. In that sense, the only requirement imposed by the law is to have the registered address in the territory of the jurisdiction.
The IBC Company must keep accounting records at its registered office in Antigua and Barbuda about its assets and liabilities to reflect accurately its financial situation. That accounting record should include also the information about the subsidiaries of the company. The IBC Company is not required to file its accounting records, nor is required that those accounts be audited on condition that the company does not conduct the business activities in the territory of Antigua and Barbuda.
For the IBC Company in Antigua and Barbuda the corporate tax rate is 25%. However, dividends, interest, royalties are exempt from taxation. Also, the country is a party of various double tax avoidance treaties.
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