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AN AGREEMENT made this [DATE] BETWEEN C.E.G. LIMITED of P.O. BOX 294, HEYWOOD HOUSE, in the Island of Anguilla in the British West Indies (hereinafter called "the local agent’) of the first part and [OVERSEAS AGENT’S NAME] of [OVERSEAS AGENT’S ADDRESS] (hereinafter called "the Overseas agent") of the second part

WHEREAS the local agent is licensed to carry out the business of company management under The Company Management Ordinance 1994 of Anguilla

AND WHEREAS the Laws of Anguilla permit a person not licensed to carry out the business of company management to form companies and other entities in Anguilla as an Overseas agent of a person so licensed

AND WHEREAS the Inspector of Company Managers will authorise/has authorised the local agent to register the Overseas agent, party to this Agreement, at the Registry on payment into the Registry by the Overseas agent of a minimum deposit to cover the cost of services including the direct formation of companies and other entities ordered at the Registry by the Overseas agent

AND WHEREAS the Local agent’s Company Management License is at risk if the local agent or any of his servants or agents offends against the standards and obligations of the Law in Anguilla

AND WHEREAS the Overseas agent has agreed with the local agent to form companies and other entities in Anguilla under the license of the local agent, paying the costs and agreed fees and maintaining the highest standards of due diligence and of knowing your client

NOW IT IS AGREED AS FOLLOWS:

1. Subject to the approval of the Inspector of Company Managers to register the Overseas agent, the local agent hereby appoints the Overseas agent and the Overseas agent agrees to act as the agent of the local agent for the purpose of incorporating companies and other entities (hereinafter called "an Entity") and providing other corporate services (hereinafter called "a Service’) directly with Registry of Companies of Anguilla (hereinafter called "the Registry") under the financial services Ordinances of the Laws of Anguilla as set out in schedule 1 of this Agreement, as amended from time to time as set out below.
   
   
2. The Overseas agent hereby covenants with the Local agent that the Overseas agent will:
   
1. make every effort to perform due diligence and know the client who will be the beneficial owner and directors of the Entity and in particular to check references of each new client (hereinafter called "the Client") of the Overseas agent before incorporating an Entity for the client, such references to come from a bank that knows the client, an attorney, an accountant or from the police force in the client’s home country, so that the Overseas agent hereby expressly undertakes not to incorporate Entities wholesale on behalf of persons who are known or should reasonably be known to the Overseas agent as being in the business of selling on such Entities to persons or other entities not known to the Overseas agent nor to the client of the Overseas agent;
   
2. Inform the local agent of the identity of each beneficial owner of each Entity as it is formed and of every subsequent change in the beneficial owner Client so that the local agent can satisfy the local agent’s obligation under the laws of Anguilla of knowing the client which information shall be subject to the Confidential Relationships Ordinance 1981 of Anguilla;
   
3. Inform the local agent if any information comes to the attention of the Overseas agent that the local agent needs to know, including in particular any information of a nature adverse to the reputation of any Client or beneficial owner or Entity formed by the Overseas agent under this Agreement;
   
4. Keep the Registry of Companies in funds in the amount as set out in Schedule 2 to this Agreement (hereinafter called "the Registry Deposit") which Deposit is paid by the Overseas agent into the Registry to ensure that the Registry may pay itself promptly for the Overseas agent’s work contracted at the Registry, and to keep the said Deposit topped up on demand as services are performed at the Registry and funds are expended, so that if the said Deposit at any time falls below the minimum Deposit amount as set out in Schedule 2 the Registry shall be entitled to cease forming Entities or providing Services and the local agent shall be entitled to instruct the Registry to cease providing Entities or Services to the Overseas agent until the Deposit is returned to the agreed amount;
   
5. Keep the local agent in funds in the amount as set out in Schedule 3 to this Agreement (hereinafter called "the local agent’s Deposit") to ensure that the local agent may pay itself promptly the agreed local agent’s fees and disbursements for each Entity or Service as the entity is formed or the service provided or the cost incurred, and to keep the said Deposit topped up as services are performed by the local agent and funds are expended so that if the said Deposit at any time falls below the minimum Deposit amount as set out in Schedule 3 the local agent shall be entitled to cease providing services until the Deposit is returned to the agreed amount;
   
   
3. The local agent covenants with the Overseas agent that
   
1. the Overseas agent performing the Overseas agent’s obligations to the Local agent under this Agreement and complying with the laws of Anguilla the local agent will permit the Overseas agent to incorporate directly with the Companies Registry, whose registered office is the same as that of the local agent, to form the Entities and provide Clients directly with the Anguillian services as set out in Schedule 4 below;
   
2. the local agent will immediately on receiving confirmation from the Registry that an Entity has been formed by the Registry for the Overseas agent act swiftly to provide the agreed services set out at Schedule 4 hereto for the agreed local agent’s Fees always maintaining the highest standard of efficiency and speed of performance required by the Overseas agent;
   
3. the local agent will not divulge any confidential information of any kind relating either to the Overseas agent or to a client or concerning any Entity formed by the Overseas agent to any person or government authority whatsoever without the previous written consent of the Overseas agent or the Client except as compelled by the law of Anguilla;
   
4. The local agent shall not solicit future business from clients of the Overseas agent by direct circularization or otherwise;
   
5. the local agent will keep the Overseas agent informed of all changes in legislation or other similar requirements that will or might affect the Overseas agent or any client;
   
6. the local agent will perform the services for the agreed local agent’s fee for each client of the Overseas agent as set out in Schedule 4 below accounting promptly and regularly to the Overseas agent by detailed invoices and receipts as any sum is debited from the local agent’s Deposit;
   
   
4. This Agreement may be terminated by the local agent forthwith if:
   
1. the standard of due diligence exercised by the Overseas agent in filtering out unsatisfactory clients falls below a minimum level acceptable to the local agent; or
   
2. the Registry Deposit or the local agent’s Deposit shall not be maintained at the agreed level; or
   
3. information concerning the identity of or particulars of a client is withheld by the Overseas agent from the Local agent after a proper demand made by the Local agent; or
   
4. the activities of the Overseas agent or a client of the Overseas agent shall render the local agent’s Company Management License at risk;
   
5. The local agent is advised in writing by the inspector of Company Managers in Anguilla that the registration of the overseas agent is to be cancelled.
   
   
5. The Overseas agent shall keep the local agent indemnified against the consequences of any act or omission committed by the Overseas agent in breach of the terms of this Agreement or of the duties owed by the Overseas agent to the local agent by reason of this Agreement, and the local agent shall not be liable for the wrongful acts or omissions of the Overseas agent.
   
   
6. The acts and services which the Overseas agent is allowed to perform at the Registry are detailed by the local agent at Schedule 4 below. The local agent may at any time in the local agent’s discretion amend, reduce or limit the authorised Services set out at Schedule 4 that the Overseas agent may carry out. The decision of the local agent is final.
   
   
7. The parties shall submit to each other say advertising or commercial matter proposed to be used by the one which includes the name of the other for the prior written approval of the other before publication.
   
   
8. One party to this Agreement shall not use the name of the other in connection with any business or transaction not directly concerning the other without the prior written consent of the other.
   
   
9. This Agreement shall be deemed to have been made in Anguilla and the construction validity and performance of this Agreement shall be governed in all respects by Anguillian law
   
   
10. 
    
    a) It is agreed that if any case of controversy or claim arises out of or in relation to this Agreement, the parties shall seek to solve the matter amiably through discussions between the parties.
    
    
    b) in the event that the matter is unable to be solved amicably, the parties shall proceed to arbitration in the manner set out in Schedule 5.
    
    
11. This Agreement shall subject as aforesaid become operative forthwith and shall continue in force thereafter indefinitely but may be determined by either party
    
1. By 3 clear calendar months’ written notice to terminate to the other party;
   
2. forthwith by written notice if the other party shall become bankrupt or insolvent or enter into liquidation or make any arrangement or composition with his creditors or written notice is received by the local agent under Section 4 (e) above;
   
3. if, after notice, either party continues to breach any of the covenants herein.

 

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and date first above written

SIGNED by the local agent	.................................................................................
before and in the presence of	................................................................................. Local agent
SIGNED by the Overseas agent	.................................................................................
before and in the presence of	................................................................................. Overseas agent

 

Schedule 1

Formations, etc. under the Financial Services Ordinances of Anguilla

International Business Companies Ordinance

Companies Ordinance

Limited Liability Company Ordinance

Trusts Ordinance

Limited Partnership Ordinance

Schedule 2

Registry Deposit

Minimum Registry Deposit: US$ [xx]xxx.00

Schedule 3

Local Agent’s Deposit

Minimum local agent’s Deposit : US$ [xx]xxx.00

Minimum Rebillable Services Deposit: US$ [xx]xxx.00

Schedule 4

Services to be performed by local agent

IBC: annual registered office

[provision of director]

[provision of company secretary]

[etc. - to be specified/discussed/agreed]

Ordinary Company: annual registered office

[provision of director]

[provision of company secretary]

[etc. - to be specified/discussed/agreed]

[Other entities and services by agreement or by default]

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Services to be performed by Overseas agent

IBC: [provision of director]

[provision of company secretary]

[etc. - to be specified/discussed/agreed]

Ordinary Company: [provision of director]

[provision of company secretary]

[etc. - to be specified/discussed/agreed]

[Other entities and services by agreement or by default]

Schedule 5

Arbitration procedures

[Method to be mutually agreed]

 

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