Antigua and Barbuda IBC
Formation of an International Business Company (IBC) in Antigua and Barbuda
Antigua and Barbuda is a politically stable jurisdiction for offshore companies and international banking. An Antigua and Barbuda IBC is a tax-exempted company with high levels of confidentiality and no tax treaties with EU countries. A common use of an IBC is for the holding of shares, personal investments, international import and export, shipping, and professional services.
FACTS & INFO
Incorporations of offshore companies in Antigua and Barbuda are governed by the International Business Corporations Act, passed in 1982, with recent amendments. The Act prohibits the disclosure of information imparted under conditions of business or professional confidence. The Act applies to banks and professionals (including attorneys, accountants, government officers, secretaries, etc.) and includes all commercial transactions arising in Antigua and Barbuda. It continues to apply whether inside or outside of Antigua and Barbuda.
Antigua companies’ names must end with one of the following words: "Limited", "Corporation", or "Incorporated", or their relevant abbreviations. The following names require licensing to be used: "Bank", "Insurance", "Assurance", "Re-Insurance", "Trust", "Trustee", "Savings", "Royal", "Asset Management", "Fund Management", "Investment Fund", "Building Society", "Municipal", or "Chartered". Names denoting any connection to local, state or national governments are generally prohibited.
MEMORANDUM AND ARTICLES OF ASSOCIATION
An IBC is formed by two incorporators who are citizens and residents of Antigua, at least one of whom must be an attorney. Companies in Antigua are formed under the Companies Act by submitting articles of incorporation, notices of directors and registered address, and request for name to the Antigua and Barbuda Intellectual Property and Commerce Office (ABIPCO). The ABIPCO issues a certificate of incorporation, and the company exists as from the date of the certificate. A memorandum specifies the activities in which the company may engage and articles of association specify the rules governing the internal management of the company.
A minimum of one shareholder is required which may be an individual or a body corporate. The details of the company's beneficial owners and shareholders are not part of the public record.
There is no specific minimum capital requirement. The usual authorised share capital is US$50,000. The minimum issued capital may be one share of no par value or one share of par value. 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. A company may purchase its share back or reduce stated capital subject to solvency tests.
DIRECTORS AND COMPANY SECRETARY
An IBC requires a minimum of one director and corporate directors are permitted. Details of the directors appear on the public file. There is no requirement to have resident directors.
Companies must have a secretary who may be an individual or a corporate body.
IBCs must maintain a registered office and registered agent who may be a corporate body or individual resident in Antigua and Barbuda. Copies of the articles of association, memorandum of association, and certificate of incorporation must be kept at the registered office. A copy of the register of directors must also be kept at the registered office of the IBC. The register is not available to the public.
The directors' and shareholders' meetings need not be held in Antigua and Barbuda. There is no requirement for an AGM. All meetings may be held outside Antigua and Barbuda by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Incorporation usually takes 2-3 working days, but we may need up to 10 working days for legalisation of the documents and delivery by courier.
RECURRING MAINTENANCE FEES
As from the second year, there are recurring maintenance fees of $990. These include:
- Provision of registered office and registered address
- Provision of company secretary and registered agent
- Annual government fee
There is a fifty year tax exemption for Antigua and Barbuda IBCs. This exemption applies to most forms of income, dividends, interest and royalties paid by and to foreigners. There is no exchange control and the unrestricted operation of bank accounts is permitted. An IBC benefits from the absence of capital gains and estate duties in Antigua.
AUDIT AND ACCOUNTING
Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of the company.
Our Services and Requirements
OUR SERVICES INCLUDE:
- Name check and approval
- Filling of incorporation documents with the ABIPCO
- Registration forms
- A standard set of original corporate documents
- Payment of the government fees
- Provision of registered office and registered address for one year
- Provision of company secretary for one year
- Rubber stamp
Please note: If applying for a corporate bank account you will need to order a full set of apostilled company documents when the account is opened outside of Antigua & Barbuda.
Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:
- Notarized copy of valid passport.
- Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
- Original or certified copy of Banker’s reference letter (dated within three months).
- In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.
Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.