Antigua and Barbuda Offshore Company Formation

Legal form: Incorporations of offshore companies in Antigua are governed by the International Business Corporations Act, passed in 1982, with recent amendments. The Act prohibits the disclosure of information imparted under conditions of business or professional confidence. The Act applies to banks and professionals (including attorneys, accountants, government officers, secretaries, etc.) and includes all commercial transactions arising in Antigua and Barbuda and continues to apply whether inside or outside of Antigua and Barbuda.

Name of the company: Antigua companies' names must end with one of the following words – Limited, Corporation, Incorporated, etc., or their relevant abbreviations. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited.

Memorandum and Articles of Association: An IBC is formed by two incorporators who are citizens and residents of Antigua, at least one of whom must be an attorney. Companies in Antigua are formed under the Companies Act by submitting Articles of Incorporation, Notices of Directors and Registered Address and Request for Name to the Registrar of Companies. The Registrar issues a Certificate of Incorporation, and the company exists as from the date of the Certificate. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.

Shareholders: A minimum of one shareholder is required which may be an individual or a body corporate. The details of company beneficial owners and shareholders are not part of the public records.

The share capital: There is no specific minimum capital requirement. The usual authorized share capital is US$ 50,000. The minimum issued capital may be one share of no par value or one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. A company may purchase its share back or reduce stated capital subject to solvency tests.

Directors of the company: Antigua IBC requires a minimum of one director and corporate directors are permitted. Details of the directors appear on the public file. There is no requirement to have resident directors.

Registered office and secretary: Antigua IBCs must maintain a registered office and registered agent who may be corporate body or individual resident in Antigua & Barbuda. Copies of the Articles of Association, Memorandum of Association, and Certificate of Incorporation must be kept at the Registered Office. A copy of the Register of Directors must also be kept at the Registered Office of the IBC. The Register is not available to the public. Antigua companies must have secretary who may be individual or body corporate.

Taxation: There is a fifty year tax exemption for Antigua IBCs. This exemption applies to most forms of income, dividends, interest and royalties paid by and to foreigners. There is no exchange control and the unrestricted operation of bank accounts is permitted. An IBC benefits from the absence of capital gains and estate duties in Antigua.

Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.

Meetings: The directors and the shareholders meetings need not be held in Antigua & Barbuda also there is no requirement for an Annual General Meeting. All meetings may be held outside Antigua & Barbuda by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.