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The International Business Corporations Act, which was passed in 1982, is the primary legislation governing the establishment and regulation of International Business Corporations (IBCs) (or, "offshore companies", as they are popularly known) in Antigua and Barbuda.

Since its enactment in 1982, the Act has been amended several times, the latest being November, 1998. The principal characteristic of this Act is its simplicity and the ease with which it facilitates offshore company formation and operation.

The Act provides for the formation of "basic" IBCs and, for the subsequent issuance of Licences to these basic IBCs to engage in International Banking, International Trust or International Insurance business.

The Government official responsible for regulating the operations of IBCs is the Executive Director of the International Financial Sector Authority (IFSA).

As in other offshore jurisdictions, IBCs incorporated in Antigua are widely used by financially prudent individuals and organisations for the following purposes:
  • Generally to protect assets; to minimize or defer taxation; to facilitate financial privacy; and/or to minimize economic risks.

By establishing an offshore company which holds your assets, you have provided a first (and formidable) line of defence against those who would be inclined to identify and move against those assets. The confidentiality, which surrounds the information relating to beneficial ownership of the offshore company, virtually guarantees that your assets will not be easily targeted.

As all IBCs incorporated in Antigua and Barbuda are exempt from taxation (a 50-year guarantee, given by the Government) the Island is an attractive offshore jurisdiction for potential investors. Tax avoidance and tax savings are immediately apparent when an IBC is established.

  • Commercial trading activities.

A basic offshore company can be used for practically any type of commercial trading activity. The company can be used for the ownership of equipment and machinery, for acquiring interests in mining, agricultural and manufacturing industries, etc.

  • Investment in the securities market.

An IBC can be used for the ownership of stocks and bond in the share and bond markets. With prudent tax planning and advice, an IBC can be used as a part of well-structured and diversified portfolio. By using the IBC to acquire shares in companies with substantial earning power, significant returns on investment can be realised.

  • Ownership of real estate.

The ownership of real estate is usually a sound investment as land, generally, appreciates in value.

By using an IBC to own real estate, significant savings in Transfer taxes and Stamp Duties can be made by the transfer of the shares in the IBC to a purchaser, rather than the transfer of the title to the real estate. This way, the nominal owner (the IBC) will remain unaltered but beneficial ownership in the IBC would have changed.

  • Ownership of sea going vessels and aircrafts.

Substantial tax savings can be achieved when a vessel or an aircraft is owned and registered in the name of an IBC established in a jurisdiction where there is no taxation.

  • Financial planning and asset management.
  • Ownership of Trade Marks, Patents and Royalties.

By allowing an Antiguan IBC to own intellectual property rights, any payments for royalties or commissions would, invariably, be free from taxation as part of the tax exempt status that the IBC would enjoy.

BENEFITS:

All Antiguan IBCs benefit from statutory provisions that are designed to facilitate their easy establishment, administration and operation.

Among the benefits that are specifically enjoyed are the following:

  • Complete exemption from tax. This generally applies to income tax, capital gains tax, taxes on dividends, interest and royalties, withholding tax, asset transfer tax and estate taxes.
  • Complete exchange control exemptions. An IBC can open and operate bank accounts freely anywhere it wishes without restraint by the Government of Antiuga and Barbuda.
  • Automatic exemption from tax for fifty (50) yearsfrom the date of incorporation. The Government guarantees this tax-free status.
  • There is no minimum capital requirement. This facilitates share a flexible share structuring which can cater to the varying needs of a wide spectrum of potential investors and owners.
  • There is no statutory requirement to do audits for standard IBCs. International Insurance, International Banks, and International Trusts are, however, required to do audits.
  • Exemption from payment of custom duties on imported items will apply in certain instances.
  • Generally, Bearer Shares and Registered Shares are permitted. A holder of Bearer Shares is assured of complete anonymity, as his/her name will not appear anywhere in any official records as a "registered" shareholder. This encourages financial privacy. International Banks, Trusts and International Insurance corporations are not permitted to issue "Bearer" shares.
  • Shares may be issued with or without par value.
  • Corporate mobility is allowed by way of inward or outward re-domiciliation. A company incorporated in another offshore jurisdiction can move its operation to Antigua and Barbuda vice versa.
  • There is an absence of any "exchange of information" Agreements with any other countries.
  • Single shareholder and single director IBCs are allowed.
  • Corporate shareholders and corporate directors are permitted. Generally there are no Antigua residence requirements for these shareholders, directors or officers of an IBC unless it is engaged in International Banking, Trust or International Insurance business.
  • With the exception of the Annual General Meeting and the Annual Board Meeting, all other meetings can be held outside of Antigua. (Nominee local directors and nominee local shareholders can convene the Annual Meetings with telephone participation by overseas directors and shareholders).

The formation of an IBC is a relatively simple process. Once the desired name has been approved, the company can usually be incorporated within forty-eight (48) hours of the filing of the incorporation documents. It is a statutory requirement that two citizens, who are resident in Antigua and Barbuda, must sign all incorporation documents. (One of these must be an Attorney-at-Law).

On incorporation, the Government issues a Certificate of Incorporation that serves as conclusive proof of the existence of the Corporation.

There is a statutory requirement that the corporate records of the Corporation must be maintained at its Registered Office in Antigua and Barbuda.

Click here for an example of a typical IBC.

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Revised: January 5, 2000