Features of IBCs in Antigua and Barbuda
1. Regulatory Body
International Business Corporations (IBCs) are incorporated under the International Business Corporations Act (IBC Act) and are administered and regulated by the Financial Services Regulatory Commission (FSRC)
2. Activities
An IBC is not permitted to carry on any business activity within Antigua and Barbuda except for those activities, which are solely in furtherance of its international trade or business activities.
3. Licensing
Corporations engaged in offshore banking, trust, insurance, betting or gaming activities and corporate management and trust services require a licence and have to meet special requirements and are subject to controls regarding inter alia, shareholders, directors, share capital and financial reporting.
4. Registered Office and Resident Agent
Every IBC must have a registered office and resident agent in Antigua and Barbuda.
5. Capital
No minimum stated share capital is required except for those corporations involved in international banking, trust or insurance business.
6. Shareholders
An IBC may have one shareholder and corporate shareholders are permitted. There is no restriction on the maximum number of shareholders or the residence of shareholders. Shares can be issued with or without par value and in more than one class. The names of shareholders are not required to be filed with the FSRC except for those corporations requiring a licence, and in these cases the names of the shareholders are not a matter of public record. Bearer shares are still permitted except for those corporations which require a licence. However the original bearer share certificates must now be held by a licensed custodian. Licensed Custodians are required to keep and maintain details of the beneficial owners of all bearer share certificates held in their custody.
7. Directors
An IBC must have at least one director. Corporate directors are allowed except for corporations requiring a licence. There are no restrictions on the maximum number of directors or residence of directors. Directors need not hold shares in the company. The name, residential address, occupation and citizenship of directors are required to be filed with the FSRC and are a matter of public record.
8. Meetings of Shareholders and Directors
Meetings of directors and shareholders can be held within or outsideAntigua and Barbuda. A resolution in writing signed by all the shareholders or all the directors is as valid as if it had been passed at a meeting of the shareholders or directors respectively.
9. Officers
The appointment of officers is not mandatory although it is customary to appoint at least a Secretary. Officers are appointed by the Board of Directors and must be natural persons. A director may hold any office in the corporation; and two or more offices of the corporation may be held by thesame person.
10. Corporate Mobility
A corporation organized in another country may apply to be continued as a corporation under the IBC Act and vice versa.
11. Tax Holiday
Corporations organized under the IBC Act enjoy a 50 year tax holiday from the date of incorporation. Thus the corporations are exempt from income tax and capital gains tax; estate, inheritance, succession or similar tax; tax on the transfer of shares; withholding tax; exchange control tax.
12. Annual Financial Statements
Annual Financial Statements are not required to be filed with the FSRC except for those corporations requiring a licence. The annual audited financial statements of banking corporations are published in the official Gazette.
13. Annual Filings
No annual corporate filings are required. However any changes in directors or registered office/agent must be filed with the FSRC. The annual re-registration fee is due on the anniversary of the incorporation of the corporation and failure to pay this in a timely manner will result in the corporation being struck off the register.
