FACTS & INFO
The term ’offshore’ is not used in UK legislation, or in describing company forms. In the UK, there are no specific forms of company (or any other entity) designed for offshore operation.
Private limited companies are the most common form of business entity used in the UK. The essential features of a private limited liability company are that the liability of members is limited to the amount of share capital subscribed to.
UK companies must use the suffix "Limited" or "Ltd" to denote limited liability and can use any name unless it includes words such as "Empire", "Crown", "Imperial", "Windsor", "Royal", "Assurance", "Bank", "Building Society", "British", "National", "Great Britain", "United Kingdom", "England", "English", "Scotland", "Scottish", "Wales", "Welsh", "Ireland" or "Irish" (if the words are used as a suffix, they are normally allowed). The initials "GB" or "UK" do not require approval.
o use "International" as a prefix, major trading activity must be conducted overseas; to use it as a suffix, company activity must be in two or more overseas countries. Any other words deemed sensitive or offensive will not be permitted.
MEMORANDUM AND ARTICLES OF ASSOCIATION
A company is formed by submitting its memorandum and articles of association to Companies House, along with the registration fee. Every company has a memorandum of association (except for an LLP), which determines its name, where its registered office may be situated, and what it may do (its objects). The rules of conduct of the company's internal affairs are contained in its articles of association. There is a standard form for the articles (in the case of a company limited by shares known as Table A), but this may be modified.
The minimum number of shareholders is one. There is no the maximum number of shareholders. Corporate shareholders are allowed. Shares may be held jointly by two or more people. Certain information about company shareholders will be disclosed on public record.
There is no statutory minimum or maximum capital for a private company. It is now possible to set up a company with only one member and for that member to have only one share, but this is exceptional. Share capital is usually £1,000 or above.
DIRECTORS AND SECRETARY
According to the Companies Act, every company must have at least one director who must be a physical person of any nationality. Details about company directors are disclosed on public record.
Please contact us if you are interested in our nominee director services.
Every company must have a registered office, which is the address to which any formal communications may be sent. The company may change its registered office at any time by completing Form 287, but the change only takes effect when it is registered at Companies House. The registered office must be a physical location, as people have the right to visit the office to inspect certain registers and other documents. They should also be able to deliver documents there by hand.
The registered office can be anywhere within the area stated in the company’s memorandum. For a company incorporated in England and Wales, this will usually be England and Wales, but it may be just Wales, for instance. For a company incorporated in Scotland, it must be Scotland.
Company meetings need not be held in the UK.
Incorporation time is usually 1 working day.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office
- Provision of company secretary
- Preparing and submission of annual returns
ABOUT THE BANK
The Bank of St Lucia International Limited (BOSLIL) is an international banking subsidiary of the East Caribbean Financial Holding Group (ECFH), providing globally competitive products and services to international clientele. The ECFH group shareholders include the Government of St Lucia, Republic Bank Limited, a consortium of five OECS indigenous banks and financial institutions, and the National Insurance Corporation (St Lucia). The remaining 30% of shares are held by over 4,000 individual and corporate investors from throughout the Caribbean region.
BOSLIL started its operations in 2004 with a total asset base of US$3.1m. Since then, BOSLIL has grown to 34 staff serving over 2,400 international clients with total assets of US$372m at the end of 2013. BOSLIL has become the leading banking institution of the international financial services sector in St Lucia.
BOSLIL is regulated by the Financial Services Supervision Unit of St Lucia and the Eastern Caribbean Central Bank. The bank has correspondent banking relationships with the most reputable and safest banks in the world and conducts its business in accordance with internationally recognised principles of banking. The ECFH and its subsidiaries are considered as foreign financial institutions according to FATCA rules and are, therefore, required to comply.
In 2013, BOSLIL received the ‘Service Exporter of the Year’ award at the St Lucia Business Awards, organised by the St Lucia Chamber of Commerce.
BOSLIL offers its clients a very conservative banking model designed to meet their international commercial needs while paying significant attention to a high level of personalised service.
WHAT BANK OF ST LUCIA INTERNATIONAL LIMITED OFFERS:
- Multi-currency accounts with 15 major world currencies.
- Full online banking.
- Visa or MasterCard credit cards.
- Cash-collateralised lending for investors and/or group structures that require a loan facility.
- Wealth management
- Multilingual customer support.
- An account opening timeframe on a case-by-case basis.
BANK TARIFFS AND CHARGES
The Bank of Saint Lucia International Limited (BOSLIL) can be considered as a medium-cost bank with respect to incoming/outgoing payments and account maintenance. BOSLIL charge US$15 for incoming payments. The outgoing payment fees vary from US$75 to US$250 depending on the amount of transfer. The annual cost of account maintenance is US$200.
PLEASE NOTE: Bank tariffs may be changed anytime at the sole discretion of the bank. Therefore, we suggest that you contact us or visit the bank’s website for updated details on specific fees and charges.
The Starting Business professional service fee for the assistance of bank account opening does not include any bank charges and commissions, account maintenance fees, transaction fees, initial deposit, or minimum balance.
CORPORATION TAX RATES
Corporation tax is paid by limited companies on their taxable profits.
Corporation Tax Rates:
- Profits £300,000 or less (‘small profits’ rate) - 20% - from Apri 1, 2011, 2012, 2013
- Profits above £300,000 (‘main’ rate) - 26% from April 1, 2011; 24% - from April 1, 2012; 23% - from April 1, 2013;21% - from April 1, 2014
AUDIT AND FINANCIAL RETURNS
The Companies House will send a ’shuttle’ annual return form to a company’s registered office each year containing details of the information held on the Companies House database. This should be checked and amended as appropriate. Any additional information required, such as current share capital and details of members, should be provided and the signed form returned to Companies House within 28 days of the date shown on the form. If it is late, the company and its directors and secretary are liable to prosecution.
The first annual return must be made up to a date not more than 12 months after incorporation. Further returns should be at intervals of not more 12 months. A company must have an auditor, and accounts must be filed each year with the Companies House. Small companies can prepare abbreviated accounts, and exemption from audit can be claimed.
OUR SERVICES & REQUIREMENTS
OUR SERVICES FOR COMPANY FORMATION IN THE UNITED KINGDOM INCLUDE:
- Name check and approval
- Filling of the incorporation documents with Companies House
- A standard set of original corporate documents
- Payment of the government fee
- 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 where the account is opened outside of the UK.
DOCUMENTS REQUIRED FOR THE COMPANY FORMATION
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).
REQUIREMENTS FOR CORPORATE ACCOUNT SET UP WITH BANK OF SAINT LUCIA INTERNATIONAL LIMITED:
- Personal presence in the bank is not required.
- Initial deposit and minimum account balance requirement of US$5,000.
- Account opening timeframe is on a case-by-case basis.
For the Company:
A set of legalised company documents consisting of:
- Certificate of incorporation
- Memorandum and articles of association
- Documents confirming the appointment of company directors and secretary (if any)
- Document confirming the location of the registered office
- Share certificate(s)
- Certificate of good standing if the company is more than 12 months old
- Copy of the corporate structure, identifying the ultimate beneficial owner(s)
- Valid license (if applicable)
For each director, shareholder, secretary, authorised signatory and ultimate beneficial owner:
- Notarized copy of a valid passport. The passport must be signed and the signature must match the signature in the application form. The photograph must be clear and of good quality.
- Original or notarized copy of a utility bill / bank statement dated within 3 months as verification of residential address.
- Original or notarized copy of a bank reference letter, dated within 3 months.
- Power of attorney (where applicable).
- Personal CV.
For each corporate officer (where the company directors or shareholders are legal entities), please provide:
A set of legalised company documents consisting of:
- Copies of constitutional documents (certificate of incorporation, articles, etc.).
- Copy of the corporate register (which shall include register of shareholders, directors and secretary).
- Copy of the corporate structure.
- Certificate of good standing.
Documents that are not in English must be accompanied by a certified translation.
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.