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CEG Limited, Anguilla, British West Indies

International Business Companies
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On January 1st, 1995 the International Business Companies Ordinance (1994) came into effect, as part of a suite of contemporary legislation replacing the old Companies Act (dating back to 1885), which was repealed. After a series of amendments, the 1994 Ordinance was itself replaced by the Companies Act, 2000 (in pdf format - requires Adobe Acrobat reader). You are encouraged to look up the legislation to see which of the features are relevant to your needs. In summary, The International Business Company is based on the traditional model as evolved and successfully used elsewhere in the Caribbean, notably Turks & Caicos and the B.V.I. It provides for the easy incorporation and subsequent administration of a flexible and cost effective corporation.

Companies incorporated in any other jurisdiction may be continued into Anguilla as an IBC. An Anguilla IBC can, where the laws of another jurisdiction permit, redomicile to such jurisdiction.

An IBC must satisfy the following requirements:

  • IT MAY NOT-
  • a. Carry on a business with persons resident in Anguilla.
    b. Carry on the business of providing registered office for companies
    c. Carry on the business of banking, trust services, insurance, reinsurance or such business requiring special licensing in Anguilla.

  • According to section 7, as a rule of thumb, 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) "Société à Responsabilité Limitée" or the abbreviation "SARL";
(f) "Societe Anonyme" or the abbreviation "S.A.";
(g) "Sociedad Anonima" or the abbreviation "S.A.";
(h) "Besloten Vennootschap" or the abbreviation "B.V.";
(i) "Gesellschaft mit beschrankter Haftung" or the abbreviation "GmbH";
(j) "Naamloze Vennootschap" or the abbreviation "N.V.";

  • Articles of Incorporation must follow the approved form and set out:
    • Proposed name.
    • Address within Anguilla of its first registered office.
    • The name and address of its registered agent.
    • The classes and any maximum number of share that the company is authorized to issue.

  • An IBC might amend its articles to change its name. The registrar must issue a Certificate of Incorporation indicating the change of name.
  • A certificate of incorporation issued by the Registrar is prima facie evidence of compliance with with all requirements of the ordinance with respect to incorporation.
  • Where the right to transfer any shares is restricted, such notification must be given on each certificate. No par value shares may be issued and shares as dividends might also be issued. An IBC might increase or decrease its authorized capital through a change in its number of shares or par value or both. An IBC may issue bearer shares. However, it is not the standard policy of this company to issue bearer shares. An IBC may purchase, redeem or otherwise acquire and hold its own shares.
  • An IBC may have one or more directors. It is not necessary for a bylaw to be passed to confer any particular power to the IBC or its directors.
  • An IBC shall at all times have a registered office and agent in Anguilla. No annual return is required. An IBC can opt to file such a return.
  • An IBC is not subject to any corporate tax, income tax, withholding tax, capital gains or other tax based on assets or income. It is tax exempt for 50 years.

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    The Costs associated with an IBC are (all amounts in US$):

    Document Filed

    FEES

    GOVERNMENT

    PROFESSIONAL

    TOTAL

    Incorporation

    250

    600

    850

    Amendments - Increase in Auth. Cap to > 50000

    100

    100

    200

    Articles of Amendment, Other

    100

    100

    200

    Articles of Merger / Consolidation

    500

    350

    850

    Articles of Arrangement

    500

    350

    850

    Article of Continuance - Co Ord Company

    175

    250

    425

    Article of Continuance - Non Anguillian Company

    100

    100

    200

    Article of Dissolution

    100

    100

    200

    Article of Recision of Dissolution

    100

    100

    200

    Issue of certificate of Incorporation, Merger, Consolidation, Continuance, Dissolution

    50

    100

    150

    Restoration to Register - application is made within six months following strike off

    300

    450

    750

    Restoration of Register - Application is made later than six months following strike off

    600

    500

    1100

    Name Reservation

    25

    20

    45

    Provisional Registration

    75

    50

    125

    Provisional Registration - Authorisation

    100

    75

    175

    Notice of Change in Registered Office / Regd Agent

    25

    50

    75

    Annual Fee - No Par Value or both and Auth Cap <= 50000 USD

    200

    300

    500

    Annual Fee - Auth Cap > 50000 USD

    700

    400

    1100

    Annual Fee - Auth Cap is nill and No Par Value

    250

    300

    550

    Annual Fee - Late filing Penalty - up to 3 months of due date (AS PERCENTAGE)

    10

    10

    20

    Annual Fee - Late Filing Penalty - after 3 months from due date (AS PERCENTAGE)

    50

    15

    65

    Penalty Days <= 0 (AS PERCENTAGE)

    0

    0

    0

    Supervised Liquidation

    25

    50

    75

    Supervised Dissolution

    25

    50

    75

    Revocation by Order of Court

    25

    50

    75

    Revival By Court Order

    25

    50

    75

    Service without Fee

    0

    25

    25

    Certificate of Departure

    25

    75

    100

    Filing of Change of Directors and or Shareholders or in their Particulars

    25

    75

    100

    Filing a Notice Canceling the Registration of Directors and or Shareholders

    25

    75

    100

    Appointment of Liquidators

    25

    75

    100

    Filing of Optional Registration of Directors and or Shareholders

    25

    150

    175

    Certificate of Good Standing

    50

    75

    125

    Certificate of Mortgage/Charges

    100

    125

    225

    Filing of Any Other Notice

    25

    75

    100

     

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    ©MMI  C.E.G. Limited. CEG Ltd. is Licensed by the Government of Anguilla as a Registered Agent under the Company Management Act, 2000

    This information has been prepared by C.E.G. Ltd. for the benefit of those who may be considering using Anguilla as a fiscal jurisdiction for international, financial or commercial transactions, or investing in the island. This web site is by no means enough in itself as a basis for decisions but rather designed to be an outline of the administrative and legal environment for such businesses. Before taking action on any business or other decisions related to Anguilla, precise and particular advice should be obtained from taxation, legal, accountancy and other relevant professional advisors both in Anguilla and in your home jurisdiction. As information is subject to change, you are urged to consult with us as well as your professional advisors before concluding any business decisions. We look forward to assisting you regarding any of the professional services you may require.