Anguilla Companies

The scheme of the Anguilla legislation allows for the incorporation of the following entities:

• International Business Companies

• Ordinary Anguillan Companies

• Limited Liability Companies

• Limited Partnerships
  

An International Business Company (IBC) is a corporation designed for the offshore investor. Incorporated under the International Business Companies Act, 2000, it is authorised to do business in any country, but not with persons resident in Anguilla.

The Main Features

• Confidentiality and Anonymity

• Quick incorporation, Mobility and Flexibility

• Articles of Incorporation and By-laws encompass a broad range of powers

• Relatively inexpensive to incorporate

• Only one shareholder and director required

• Simplicity of operation and maintenance

Constitutional Documents

The constitutional documents of an IBC consist of the Certificate of Incorporation, the Articles of Incorporation and the By-Laws, which contain the regulations of the company. There is no requirement to lodge the By-Laws as a document of public record, but a copy of the company’s Articles of Incorporation and By-laws, and any amendments thereto, must be kept at the company’s registered office.

Subject to any provisions in the Articles of Incorporation and By-Laws, the prohibitions contained in the Act and any other enactment or law in force in Anguilla, an IBC has the power, irrespective of corporate benefit, to carry on or undertake any business or activity, do any act, or enter into any transaction. It may carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside Anguilla to the extent that the laws of Anguilla and of that jurisdiction permit.

The Name

Any name is acceptable, provided that it does not contain any sensitive or prescribed words, is not offensive or objectionable, and is not identical to or similar to that of an already existing company. The words Limited, Corporation, Incorporated, Société Anonyme or Sociedad Anonima, or abbreviation thereof, must be included in the company name to denote limited liability.

Share Capital

There is no minimum or maximum authorized share capital prescribed by law. The share capital may be in any currency, or combination of currencies. Shares may be issued in fractional form, with or without a par value.

Shares must be fully paid up at the time of issue. Payment may be in the form of cash, promissory note, or other written obligation to contribute money, property, services rendered, or personal property.

An IBC may have a single shareholder and it may also have a single director, both of which may be corporate or non-resident, or both. The shares may also be registered in the name of a nominee shareholder. 

Share registers are only available for inspection by the Anguilla Court or by registered shareholders of the corporation. Anguilla IBCs are therefore a premier choice for asset protection and financial privacy.

Directors

An IBC may have one or more individual or corporate directors of any nationality. No statutory meetings need to be held whatsoever, and board meetings may take place anywhere in the world, or may be conducted by telephone, if preferred. This notwithstanding, Geneva Trust strongly recommends that local directors or a majority of local directors are elected to ensure that the place of effective management is situated in Anguilla at all times.

Financial Statements

There is no requirement to file or audit annual accounts. But an IBC must keep such accounts and records as the directors consider desirable or necessary in order to reflect the financial position of the company.

Registered Office

An IBC must have a Registered Office and a Registered Agent within Anguilla.

Confidentiality and Disclosure

There is no requirement for a public record to be maintained as to the identity of shareholders or directors, although an IBC may file such registers publicly if it so chooses. This notwithstanding, a copy of the shareholders’ register must be kept at the company’s registered office or at its registered agent’s office.

Taxation

An IBC is exempt from corporate tax, withholding tax, capital gains tax or other taxes based on or measured by assets originating outside Anguilla or in connection with matters of company administration which may occur in Anguilla. No estate, inheritance, succession or gift tax is payable by persons not resident or domiciled in Anguilla with respect to any shares, debt obligations or other securities of an IBC. The exemption applies even though the Company may be managed, controlled and administered from within Anguilla, as long as it does not carry on business with persons resident in, or own an interest in real property situated in, Anguilla.

Re-domiciliation 

Existing IBC companies incorporated in other jurisdictions may be re-domiciled to Anguilla as an IBC. An Anguillan IBC, in turn, where the laws of another jurisdiction permit, may re-domicile to such jurisdiction. An IBC may also continue under the Anguillan Companies Act.

An IBC may continue under the Anguilla Companies Act.

General

It may fully indemnify directors, officers and liquidators from corporate funds. Reduction in authorized and paid-up capital requires the minimum of formalities compatible with the protection of creditors and minorities. An IBC may merge or consolidate with other IBCs, companies incorporated under the Anguilla Companies Act or the Limited Liability Companies Act and with foreign companies. An IBC may purchase and own its shares. The Act makes no distinction between private and public IBCs.

Subject to the provisions in the Articles of Incorporation or By-Laws, the shareholders of an IBC may, by a simple majority, amend the Articles of Incorporation, change the name or go into voluntary liquidation. The power to amend the Articles of Incorporation may be given to the directors.

The Ordinary Anguillan Company, which can be used within Anguilla and as an offshore vehicle, is governed by the Companies Act, 2000. It is a comprehensive Act based on conventional company law and this type of company can be described as a more traditional form of company when compared to the IBC.

An Ordinary Anguillan Company can be public or private. A private company may be incorporated by one shareholder and must have at least one director, but a public company must have no fewer than three directors, at least two of whom are not officers or employees of the company or any of its affiliates. The company may be limited by shares, by guarantee or by both shares and guarantee.

Subject to the articles or by-laws of a company, a director may (if all the directors of the company consent) participate in a meeting of directors of the company or of a committee of the directors telephonically or by means of any other communication facility that permits all persons participating in the meeting to hear each other. The same rule applies to shareholders’ meetings.

Originally conceived in the USA, a limited liability company (LLC) basically represents an ‘association with limited liability’. It is an entity with corporate personality and limited liability but taxed as if it was a partnership, with each member of the LLC paying tax on his share of the profits.

Anguilla is one of the few jurisdictions to have an Act or Ordinance dealing specifically with limited liability companies. Although the LLC Ordinance has its roots in the original Wyoming legislation, Anguillan LLCs have developed the concept much further.

From a US perspective, an Anguillan LLC can readily be structured so that it possesses less than three of the four corporate characteristics recognized by the US Internal Revenue Service, namely, continuity of life, limited liability, centralised management and free transferability of interests. In such a case the LLC will be treated as a partnership. Properly structured, therefore, an Anguillan LLC will provide its members with limited liability, but provide the advantages of income and losses attributable to the members.

A limited partnership – established under the Limited Partnership Act, 2000 – is a form of partnership similar to a general partnership, except that in addition to one or more general partners, there are one or more limited partners.

The general partners are, in all major respects, in the same legal position as partners in a conventional firm, that is, they have management control, share the right to use partnership property, share the profits of the firm in predefined proportions, and have joint and several liability for the debts of the partnership.

Similar to a general partnership, the general partners have actual authority as agents of the firm to bind all the other partners in contracts with third parties that are in the ordinary course of the partnership's business. As with a general partnership, an act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.

Like shareholders in a corporation, the limited partners have limited liability, that is, they are only liable on debts incurred by the firm to the extent of their registered investment, and they have no management authority. The general partners pay the limited partners the equivalent of a dividend on their investment, the nature and extent of which is usually defined in the partnership agreement.

Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.