ANGUILLA INTERNATIONAL BUSINESS COMPANY (IBC)

  1. What is the annual registration charge for an Anguilla IBC and are there any sliding scales relating to authorised share capital?

The annual registration charge for an Anguilla IBC is US$250.00. This charge is unaffected by the amount of the company’s authorised share capital.

Annual registration charges must be paid before the last day of the quarter in which the anniversary date of the incorporation of the company falls using the following payment schedule:

 

$250 Due Date $20 Penalty
TOTAL $270
$100 Penalty
TOTAL $370
Notice of Dissolution Dissolution
Due by the last day of the quarter in which the anniversary date of the incorporation of the company falls. When payment is made in the first three months following the end of the quarter in which the anniversary date falls. When payment is made in the three months following the end of the first penalty period. When payment is not made within nine months of the first day of the quarter in which the anniversary falls. 90 days after the Notice of Dissolution
  1. What is the government charge to register the incorporation of an Anguilla IBC and are there any sliding scales relating to authorised share capital?

The government charge to register the incorporation of an Anguilla IBC is US$250.00 regardless of the authorised share capital.

  1. Are there any requirements to disclose beneficial owners of an Anguilla IBC to the general public and are there any requirements to file details of officers and directors with the public or any other Registry in Anguilla ?

There are no requirements to disclose beneficial owners of an Anguilla IBC to the general public or to file copies of any details of officers or directors with the public or any other registry. However, copies of the register of directors and/or shareholders may, at the option of the company, be filed with the Registrar of Companies in Anguilla .

Section 128 of the Anguilla International Business Companies Act states in part:

128(1) An international business company –

(a) may elect to register details of its directors; and

(b) may elect to register details of its shareholders; with the Registrar.

As a practical matter, users of Anguilla IBC’s, should be aware that the due diligence requirements of the local Registered Agents will almost certainly dictate that the names of beneficial owners and current officers and directors of these companies are available to them and evidence of identity will most likely be required.

  1. Are there any requirements to hold:
  2. An annual general meeting of the shareholders of an Anguilla IBC?
    b. Meetings of the Directors of an
    Anguilla IBC?
  3. Section 58(1) of the Anguilla International Business Companies Ordinance 1994 states:

58(1) Subject to the articles or by-laws, the directors of an international business company may convene meetings of the shareholders of the company at such times and in such manner and places within or outside Anguilla as the directors consider necessary or desirable.

  1. Section 47(1) of the Anguilla International Business Companies Ordinance 1994 states:

47(1) Subject to the articles or by-laws, the directors of an international business company may meet at such times and in such manner and places within or outside Anguilla as the directors may determine to be necessary or desirable.

  1. Are there any requirements to prepare annual financial statements of an Anguilla IBC?

There are no requirements to prepare annual financial statements of an Anguilla IBC. However, it should be noted that Section 65(1) of the Anguilla International Business Companies Ordinance 1994 states:

65(1) An international business company must keep such accounting records that –

(a) are sufficient to record and explain the transactions of the company; and

(b) will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

  1. Are there any requirements to file any form of annual return or tax return of an Anguilla IBC?

There are no requirements for an Anguilla IBC to file any form of annual return or income tax return in Anguilla .

Section 117(1) of the Anguilla International Business Companies Ordinance 1994 states in part:

117(1) An international business company which does no business in Anguilla shall not be subject to any corporate tax income tax, withholding tax, capital gain tax or other like taxes based upon or measured by assets or income originating outside Anguilla or in connection with matters of company administration which may occur in Anguilla.

  1. What does the annual registration charge filing form of an Anguilla IBC disclose?

There are no annual registration charge forms for Anguilla IBC’s. All notifications of licence fee payments are submitted electronically using the “ACORN” system.

  1. Are bearer shares permitted?

An Anguilla IBC is permitted to issue bearer shares.

Section 16(1) of the Anguilla International Business Companies Ordinance 1994 states in part:

16(1) Subject to its articles or by-laws, an international business company may issue shares and other securities of any type including –

(a) registered shares, shares issued to bearer or both;

  1. Are there any restrictions relating to the issuance of bearer shares of an Anguilla IBC?

There are no restrictions relating to the issuance of bearer shares of an Anguilla IBC at present. However, some banks in Anguilla and elsewhere may not open bank accounts for companies with bearer shares.

  1. Must all issued shares of an Anguilla IBC be fully paid up?

Section 14(1) of the Anguilla International Business Companies Ordinance 1994 states in part:

14(1) A share shall not be issued in an international business company until the consideration in respect of the share is fully paid and, when issued, the share is for all purposes fully paid and non-assessable.

  1. Can CHCL Fiduciary Group open bank accounts in Anguilla on behalf of its client and, if so, what are the requirements?

CHCL Fiduciary Group can, through its agents in Anguilla , arrange for the opening of bank accounts in Anguilla on behalf of its clients.

In order to do so full disclosure of the details of the principals involved with the company must be made including:

 

  1. Professional references.
    b. Suitable evidence of identification.
    c. Full description of the nature of the business; and
    d. A personal visit to the Anguilla bank may be required.

 

The company should also produce:

  1. Certified copy of Certificate of Incorporation or Good Standing Certificate.
    ii. Certified copy of Articles of Incorporation.
    iii. Contact details of Company’s present bankers (if applicable).
    iv. Proof of physical address of company.
    v. Proof of physical addresses of the signatories to the account.
  2. What is the minimum number of directors that an Anguilla IBC may have?

Anguilla IBC’s are not required to have any specific number of directors.

Section 43 of the Anguilla International Business Companies Ordinance 1994 states in part:

43 The number of directors shall be fixed by the articles or bylaws and the articles or by-laws may be amended to change the number of directors.

  1. Are Anguilla IBC’s required to have a President, Secretary and Treasurer or is the appointment of officers optional?

The appointment of officers to an Anguilla IBC is optional. It is recommended that Anguilla IBC’s have a company secretary.

Section 52(1) of the Anguilla International Business Companies Ordinance 1994 states in part:

52(1) The directors may by resolution appoint any person, including a person who is a director, to be an officer or agent of the company.

  1. What is the standard authorised share capital of an Anguilla IBC incorporated by the CHCL Fiduciary Group?

The standard authorised share capital of an Anguilla IBC incorporated by CHCL Fiduciary Group is US$10,000.00 divided into 10,000 shares of US$1.00 each.

  1. Can the authorised share capital of an Anguilla IBC be denominated in any recognised currency?

Section 16(2) of the Anguilla International Business Companies Ordinance 1994 states in part:

16(2) A company may issue shares in more than one currency if a mechanism for calculating exchange rates into dollars is provided in the articles or by-laws.

Further, Section 17(1) of the Anguilla International Business Companies Ordinance 1994 states in part:

17(1) The authorised capital of an international business company may be stated in a currency approved by the Registrar and the par value of shares with a par value, if any, shall be expressed in the same currency.

  1. How many members must an Anguilla IBC have?

Anguilla IBC’s must have at least one member for limited liability.

It should be noted that Section 73 of the Anguilla International Business Companies Ordinance 1994 states:

73 If at any time there is no shareholder of an international business company, any person doing business in the name of or on behalf of the company is personally liable for the payment of all debts of the company contracted during the time and the person may be sued therefor without joinder in the proceedings of any other person.

 

  1. Is it true that an Anguilla IBC must have a Registered Office and a Registered Agent? If so, who can fill these positions?

Section 36 of the Anguilla International Business Companies Ordinance 1994 states in part:

36(1) An international business company shall at all times have a registered office in Anguilla .

36(5) The registered office of an international business company must be provided by a person who holds a relevant licence.

Section 37 of the Anguilla International Business Companies Ordinance 1994 states in part:

37(1) An international business company shall at all times have a registered agent in Anguilla .

37(5) The registered agent of an international business company must be a person who holds a relevant licence.

  1. What restrictions on the use of names are there and what words must be included to indicate limited liability of an Anguilla IBC?

Section 5(1) of the Anguilla International Business Companies Ordinance 1994 states:

5(1) Subject to subsections (2) and (3), the word or words, or abbreviations thereof, specified in one of the following paragraphs shall form the last part of the name of every international business company –

(a) “Limited” or the abbreviation “Ltd.”;
(b) “Corporation” or the abbreviation “Corp.”;
(c) “Incorporated” or the abbreviation “Inc.”;
(d) “Sendirian Berhad” or the abbreviation “Sdn Bhd.”;
(e) “Societe a Responsabilite Limitee” or the abbreviation “SARL”;
(f) “Societe Anonyme” or the abbreviation “S.A.”;
(g) “Sociedad Anonima” or the abbreviation “S.A.”;
(h) “Besloten Venootschap” or the abbreviation “B.V.”;
(i) “Gesellschaft mit beschrankter Haftung” or the abbreviation “GmbH”;
(j) “Naamloze Vennootschap” or the abbreviation “N.V.”.

(2) Notwithstanding subsection (1), one or more words, or an abbreviation thereof, approved by the Registrar that, in his opinion, denote the existence of a body corporate with limited liability in a jurisdiction other than Anguilla may be used in place of the word or words or abbreviations set out in subsection (1).

(3) Where one or more words, or an abbreviation thereof, approved by the Registrar under subsection (2) are used in the name of a company, the word, words or abbreviation shall be placed in such position within the name of the company as the Registrar directs.

(4) The name of an international business company –

(a) shall not be the same as, or similar to, the name or business of any other person or of any association, partnership or firm, if the use of that name would be likely to confuse or mislead, unless the person, association, partnership or firm consents in writing to the use of that name in whole or in part, and –

 

(i) if required by the Registrar in the case of any person, undertakes to dissolve or change his or its name to a dissimilar name within 6 months after the filing of the articles by which the name is acquired, or

 

(ii) if required by the Registrar in the case of an association, partnership or firm, undertakes to cease to carry on its business or activities, or undertakes to change its name to a dissimilar name, within 6 months after the filing of the articles by which the name is acquired;

(b) shall not be identical to the name of a body corporate incorporated under the laws of Anguilla before 1st January 1995 ;

(c) shall not suggest or imply the patronage of Her Majesty or any member of the Royal Family or connection with Her Majesty’s Government or any department thereof in the United Kingdom or elsewhere;

(d) Shall not suggest or imply a connection with a political party or a leader of a political party;

(e) Shall not suggest or imply a connection with a university or a professional association recognized by the laws of Anguilla unless the university or professional association concerned consents in writing to the use of the proposed name; and

(f) Shall not be a name that is prohibited by the regulations.”

  1. Can meetings of directors and shareholders of an Anguilla IBC be held anywhere in the world?

Subject to the articles or by-laws an Anguilla IBC may hold meetings of directors and shareholders anywhere in the world.

  1. Can meetings of directors and shareholders of an Anguilla IBC be held by written resolution?

Subject to the articles or by-laws meetings of directors and shareholders of an Anguilla IBC can be held by written resolution.

  1. How long does it take to get:
  2. An Anguilla IBC name check?
    b. Incorporation of an Anguilla IBC completed?
    c. Dispatch of an Anguilla IBC documentation?

Under normal conditions:

  1. Names of an Anguilla IBC can be checked in less than one hour.
  2. Incorporations of an Anguilla IBC can be completed within four working hours. Please note that incorporation of Anguilla IBC’s and corporate documentation is transferred to the incorporator/buyer in digital form.

c. Dispatch of an Anguilla IBC corporate pack can be completed within two working days of incorporation.