Offshore Company Formation - Anguilla

Background

Colonized by English settlers from Saint Kitts in 1650, Anguilla was administered by Great Britain until the early 19th century, when the island - against the wishes of the inhabitants - was incorporated into a single British dependency, along with Saint Kitts and Nevis. Several attempts at separation failed. In 1971, two years after a revolt, Anguilla was finally allowed to secede; this arrangement was formally recognized in 1980, with Anguilla becoming a separate British dependency.

Anguilla has few natural resources, and the economy depends heavily on luxury tourism, offshore banking, lobster fishing, and remittances from emigrants. Increased activity in the tourism industry has spurred the growth of the construction sector, contributing to economic growth. Anguillan officials have put substantial effort into developing the offshore financial sector, which is small, but growing. In the medium term, prospects for the economy will depend largely on the tourism sector and, therefore, on revived income growth in the industrialized nations as well as on favorable weather conditions.

In 1994 it enacted several pieces of corporate and licensing legislation that provided for, amongst other things, the creation of international business companies, domestic companies, limited liability companies, trusts and the licensing of company managers (registered agents), trust companies and offshore banks. All of this legislation was updated in 2000.

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Anguilla International Business Companies (IBC)

The IBC Act provides all the necessary features of this entity with enhanced shareholder protections.

Company Formation in Anguilla

Anguilla has an online company formation system, ACORN, which allows for the incorporation of IBCs, and other corporate entities, as well as the filing of annual returns and all other statutory documents over the internet. Only licensed practitioners i.e. holders of a company management (registered agent), trust or offshore banking license or their approved overseas agents, are allowed access to the system. At the end of the incorporation process, the incorporator receives a digital certificate of incorporation which can be used to open bank accounts. There is no need to take any documents to the Companies Registry for stamping. These are automatically generated by the ACORN system and service providers simply have to collect the hardcopy of the articles of incorporation bylaws which will all bear the Registrar’s stamp, from the Registry.

Statutory Provisions

a. Shares and share capital
Shares may be issued as registered shares or bearer shares or both and may be issued to corporations or natural persons. IBCs can be formed with any authorized share capital and in any currency approved by the Registrar. The government fees do not increase based on share capital and shares may be issued with no par value. Shares may also be issued in fractions.

b. Registers
IBCs must maintain registers of shareholders and directors. However, there is no requirement to file them with the Registrar.

c. Registered office/registered agent
Each IBC must have a registered office and registered agent. Only licensed practitioners can provide this service.

d. Directors and company secretary
An IBC must have at least one director but there is no residency requirement. Directors have all powers provided for in the bylaws except those reserved to the shareholders by the Act. Directors may be corporations or natural persons. There is also no requirement for a company secretary.

e. Shareholders’ meetings
Meetings may occur outside of Anguilla, wherever and in whatever manner determined by the shareholders. Meetings may occur by telephone or other electronic means.

f. Books, records and common seal
IBCs must maintain accounting records sufficient to record and explain the transactions of the company. These records may be held at the registered office or wherever the directors resolve they should be kept. However, IBCs are not required to audit or file their accounts. An IBC must have a common seal which must be kept at the registered office.

g. Registration of charges
An IBC must keep a register of charges; however, the public registration of charges is optional.

h. Redomiciliation
IBCs can migrate into and out of Anguilla free of charge. IBCs may also continue as a domestic company under the Companies Act.

i. Strike-off and restoration
IBCs which fail to pay their annual fees are struck from the companies registry. However, if they pay their fees and a penalty they are restored.

j. Tax exemptions
IBCs are exempt from corporate, income, withholding, capital gains, dividends or distribution taxes.