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1.1.1. Main Forms of Doing Business

Antigua and Barbuda can be organized as:

  • Company (Private Limited Liability or Public Limited Liability);
  • Partnerships;
  • Foreign Business (External Companies); and
  • International Business Company.

Company

Companies can be formed either as private limited liability companies or as public limited liability companies. Companies whose gross revenue exceeds XCD 4 million or have assets in excess of XCD 2 million are required to file audited financial statements with the registrar.

The key aspects of Private Limited Liability Company include:

  • Minimum Capital Requirement is XCD 2;
  • Liability of the shareholders is limited to their contribution; and
  • Minimum 2 founders/ shareholders are required to form a private limited company.

The key aspects of Public Limited Liability Company include:

  • Minimum Capital Requirement is XCD 2;
  • Shares can be issued to the public;
  • Liability of the shareholders is limited to their contribution; and
  • Minimum 5 founders/ shareholders are required to form a public limited company.

Partnership

The most common form is the Limited Partnership (LP). An LP is formed between one or more general partners and one or more limited partners. The general partner (often a limited liability company) is responsible for the management of the LP and carries unlimited liability for its debts. The limited partner contributed cash or property and its liability for the debts of the LP is limited to such contributions. The LP may be set-up for a limited or indefinite period of time. The share capital is often in USD, but may be determined freely in any currency. LPs are required to prepare and file accounts, but there is no audit requirement.

Foreign Business (External Companies)

Companies incorporated outside the jurisdiction but intending to carry on business in Antigua and Barbuda are referred to as External Corporations. External corporations can carry on business in Antiqua and Barbuda through a permanent establishment (i.e., branch or active place of business). All businesses are required to be registered in Antigua and Barbuda.

International Business Company

International Business Companies (IBCs) may be created under the International Business Corporations Act of 1982 as amended. Salient features include the following:

  • An IBC may be established by persons, whether individuals or legal entities, of any nationality. There is generally no local residence requirements for shareholders, directors or officers of an IBC (but exceptions apply if the IBC is engaged in banking, insurance or trust services);
  • There is a minimum of one shareholder and one director (who can be the same person and can be individuals or corporates);
  • There is no minimum capital and no minimum par-value for shares;
  • Shares may be registered or bearer shares (although there is a restriction on issue of bearer shares for banking, insurance and trust businesses);
  • There is no requirement to prepare or file financial statements;
  • An IBC may be re-domiciled abroad. Likewise, a foreign company may be re-domiciled to Antigua and Barbuda and registered in the form of an IBC;
  • Effective from 31 December 2018, the tax exemptions for IBC have been withdrawn. IBCs are subject to tax at the general corporate income tax rate (see Sec. 8.1.1.). Previously, IBCs were fully exempt from tax and the government guaranteed this tax exemption for 50 years from establishment. Consequent to the withdrawal of the exemption, an IBC can engage in business in Antigua and Barbuda, subject to certain conditions (previously, an IBC was allowed to engage in business anywhere except in Antigua and Barbuda itself); and
  • The registration of an IBC must be made through a chartered registrar in Antigua and Barbuda.

Sub-categories of IBCs are available as follows:

Antigua International Bank

Antigua International Banks are IBCs that are issued specific licenses to engage in the business of international banking. There are three types of licenses:

  • Class I International Banking License requires a minimum capital of USD 3 million with a minimum of USD 500,000 thereof to be deposited with the Financial Services Regulatory Commission (FSRC);
  • Class II International Banking License permits the conduct of international banking operations but only with a restricted list of clients as approved by the FSRC. The minimum required capital is USD 500,000 of which at least USD 100,000 must be deposited with the FSRC; and
  • Class III International Banking and Trust License is a composite license permitting the conduct of both international banking and trust services. The minimum required capital is USD 3 million, of which at least USD 500,000 must be deposited with the FSRC.

In all cases, the FSRC generally requires a number of conditions, including the obligation to maintain appropriate offices and experienced employees in the country. There is a minimum of at least one full-time employee. Further, the FSRC conducts on-site audits once a year.

Effective from 31 December 2018, the tax exemptions for IBCs are withdrawn. The IBC Act covers banking, insurance and trust business. Hence, the tax benefits available to International Banks also are withdrawn and such businesses are henceforth subject to tax at the general corporate income tax rate (see Sec. 8.1.1.). Previously, International Banks were eligible for certain tax benefits (see Sec. 10.).

Antigua International Trust / Antigua Offshore Trust

Antigua International Trusts are regulated by the Antigua Trust Act, 2004. The Antigua Offshore Trust or Antigua International Trust is registered with the Antigua Financial Services Regulatory Commission (FSRC). These trusts are mainly formed for the purpose of transferring certain types of assets (such as real estate property, bank accounts, ships, aircrafts, family assets, etc.) to foreign trusts in a tax-efficient manner to achieve tax savings and maximum asset protection. Key aspects include:

  • Prohibited from engaging into business activities or providing services in the Caribbean region;
  • Trust deed may be recorded (not mandatory) in the non-public records of Director of IBC which issues a certificate of recording along with original trust deed;
  • Requirement of minimum of 1 trustee and maximum of 4 trustees; and
  • Minimum capital requirement is USD 500,000.

The International Trust must be managed by a trustee and the deed should contain the system and the laws on the operations of the trust.

Effective from 31 December 2018, the tax exemptions for IBCs are withdrawn. The IBC Act covers banking, insurance and trust business. Hence, the tax benefits available to International Trusts also are withdrawn and these are henceforth subject to tax at the general corporate income tax rate (see Sec. 8.1.1.). Previously, International Trusts were eligible for certain tax benefits (see Sec. 10.).

Antigua International Insurance Company

Antigua International Insurance Companies are IBCs that require a specific license to be issued by the Superintendent of Insurance. The license can be revoked/ cancelled by the authority if it feels that the registration is not in the public interest. Key aspects of Antiguan International Insurance Company include:

  • Minimum capital requirement is USD 250,000 which should be maintained at all times;
  • Capital should be deposited either in one of the country’s bank or a major international bank;
  • Mandatory requirement to appoint an auditor; and
  • Mandatory requirement to file audited annual reports with the Supervisor of International Insurance Corporations.

Further, an International Insurance Company is required to pay annual government license fees of USD 10,000.

Effective from 31 December 2018, the tax exemptions for IBCs are withdrawn. The IBC Act covers banking, insurance and trust business. Hence, the tax benefits available to International Insurance Companies also are withdrawn and these are henceforth subject to tax at the general corporate income tax rate (see Sec. 8.1.1.). Previously, International Insurance Companies were eligible for certain tax benefits (see Sec. 10.).

Antigua Offshore Gaming Company

The Offshore Gaming Companies are considered as financial institutions which are regulated by the Financial Services Regulatory Commission (FSRC). They are formed under the Interactive Gaming and Interactive Waging Regulations, governed by the IBC Act. These are subject to Anti-Money Laundering and Caribbean Financial Action Task Force requirements applicable in the country. There are 2 types of gaming activities eligible under the prescribed regulations, namely interactive gaming (casino-style gambling) and interactive wagering (sports betting).  

Key aspects of Antigua Offshore Gaming Company include:

  • There are strict licensing requirements and a due-diligence review in order to operate a gaming company. Licensed operators are required to pay an upfront non-refundable fee of USD 15,000 for due-diligence;
  • Gaming license fees are USD 100,000 per annum where operators maintain the primary server and operations in Antigua and Barbuda; and
  • A licensee must provide a minimum security of USD 100,000 to be deposited with FSRC in order to secure the payments to be made by the operators to the players.

Other gaming license requirements are mentioned under the licensing guidelines issued by FSRC.

Effective from 31 December 2018, the tax exemptions for IBCs are withdrawn. The Interactive Gaming and Interactive Wagering Regulations are governed by the IBC Act. Hence, the tax benefits available to Offshore Gaming Companies also are withdrawn and these are henceforth subject to tax at the general corporate income tax rate (see Sec. 8.1.1.). Previously, Offshore Gaming Companies were eligible for certain tax benefits (see Sec. 10.).