ST. VINCENT & THE GRENADINES

OFFSHORE INCORPORATION SERVICES

COMPANY FORMATION IN
ST. VINCENT & THE GRENADINES

IBC – INTERNATIONAL BUSINESS COMPANY

FORMS OF ENTITIES
Individuals or companies wanting to make use of the offshore sector in St Vincent and the Grenadines normally constitute either or both of an International Business Company or a Trust. The International Financial Services Authority (IFSA) of St Vincent and the Grenadines announced in May, 2004, that offshore agents will henceforth be able to incorporate companies for their clients online. This new development has meant that instead of taking one day to file the relevant documents and issue company certificates, the IFSA can now commit to ensuring that company documents are available for collection within three hours of the filing of the information by the agent. The online registry system operated by the Authority also allows agents to pay their annual fees over the internet, to reserve company names, and to conduct searches of company files. The system will be operated using a pre-payment model.

IBC - INTERNATIONAL BUSINESS COMPANIES
The International Business Companies Act No.18 of 1996 and regulations S.R.O. No. 33of 1996 and their amendments govern the incorporation of International Business Companies in St. Vincent and the Grenadines.

SENSITIVE WORDS
Part 11 of the principal act outlines the requirements for registration and an individual’s capacity to incorporate an IBC. Sensitive words such as “bank”, "banking", "fund" and “insurance” will not be allowed without the relevant license.

SUFFIXES
Company names must include a designation or abbreviation that signifies limited liability. Foreign denotations such as “Aktiengesellschaft”, “Anonima”, “Societe Anonyme” or the abbreviations such as A/S, SA, AG, GmbH, NV and BV are allowed. Incorporation under documents in foreign language is allowed provided translation is attached.

DIRECTORS
There are no requirements for a local director or any domicile requirements. One-director companies are allowed, and any director may be a corporate entity.

Two types of Incorporation Certificates are available, namely with or without the director’s name displayed.

ARTICLES OF INCORPORATION
The filed articles of incorporation is designed to contain a minimum of information including the name of the company, the Registered Agent, the currency of the capital and authorized capital, type of shares and any other provisions that may be required by the company. A certificate of compliance by the Registered Agent or Solicitor that the requirements of the act have been complied with must accompany these articles. This is the only information on the Public Record. All other matters, such the operational aspects and rights of the shareholders, directors, and meetings are reserved for the by-laws, which are not public but remain a company internal document.

SHARES
The IBC act explicitly foresees wide objects, and a unique range of shares, such as registered or bearer shares, voting shares, non-voting shares, shares that may have less than one vote per share, common shares, preferred shares, limited shares, shares limited by guarantee or redeemable shares, share that entitle participation only in certain assets, the issue of options, warrants, rights or instruments of similar nature to name but a few.

SHAREHOLDERS
No list of shareholders has to be submitted

BENEFICIAL OWNERS
Beneficial owners of shares are not made public

APPROVED REGISTERED AGENT
Only a duly approved Registered Agent within the meaning of the new Registered Agent & Trustee Licensing Act (No.15), 1996, may submit applications for formations and undertake services set out in the Act.

AMENDMENT OF ARTICLES
Simply amending the Articles of Incorporation may now effect amendments to a company name.

COMPANY BOOKS
Company books, share registers, etc., may be kept in or outside of St. Vincent. No limitations on where or how meetings may be held, and there are no mandatory annual returns.

POWERS OF ATTORNEY
An IBC may issue powers of attorney and management mandates in writing to any person.

MERGERS AND CONSOLIDATIONS
The IBC Act freely allows mergers and consolidations, mergers with a subsidiary, merger or consolidation with foreign companies etc.

TRANSFER OF DOMICILE
Part VII of the IBC Act by means of continuation and migration facilitates transfer of domicile.

LIMITED DURATION COMPANIES
The IBC Act also has provisions for limited duration companies (pass through companies known as limited liability companies in the USA and resembling the German GmbH and Latin American-style “Limitada”) with a single member provide for and the governance of these entities under private operating agreements as opposed to by-laws.

25 YEARS TAX EXEMPTION CERTIFICATE
An IBC receives upon formation a Government Certificate of Exemption from taxes for 25 years from the date of incorporation.

ELECTRONIC REGISTRATION
Registration, name clearance, payment of annual fees, good standing certificates can now be processed through a confidential and secure electronic system.

BEARER SHARES
The International Business Companies (Amendment) Act No.26 and 44 of 2002 now allows for the registration and custody of bearer share certificates by the Registered Agent who must also keep a record of each bearer certificate issued or deposited in its custody and the record shall contain pertinent information relating to the company issuing the shares, the ID number of the share certificate and identity of the beneficial owner. There are penalties for non-compliance.

All existing international companies formed prior to the effective date of the new IBC Act remain intact for a period of five years (until 2002). The Authority has extended this period for a further six months – until June 2003.

KEY FEATURES
Location - Eastern Caribbean
Offshore Profit Taxes - None
Political Status - Independent State
Corporate Taxes - None
Political Stability – Excellent
Income Taxes - None
Legal System – British
Estate Duties - None
Privacy – Excellent
Gift Duties - None
Disclosure of owners – No
Capital Gains Tax - None
Migration of Domicile – Yes
Exchange controls - None

HIGHLIGHTS OF A ST. VINCENT IBC
Disclosure of Beneficial Owner – No
Migration of Domicile Permitted - Yes
Tax on Offshore Profits – Exempt
Non-English Names Allowed - Yes
Minimum No. of Shareholders – One
Minimum No. of Directors - One
Bearer Shares Allowed – Yes
Corporate Directors Permitted - Yes
Company Secretary Required – No
Authorized Share Capital - Yes
Local Registered Office/Agent – Yes
Local Officers - No
Local Meetings – No
Gov. Register of Directors - No
Gov. Register Shareholders – No
Annual Returns - None
Audit Requirements – None
Annual Gov. Registration Fee - US$100
Nominee Shareholders & Directors - Available
Time required to incorporate2 Days

PRIVACY IN SAINT VINCENT AND THE GRENADINES
Saint Vincent and the Grenadines has taken the bold step in providing the offshore market with the Preservation of Confidential Relationships (International Finance) Act 1996. This Act is by far the most restrictive confidentiality law in existence in the world today and is designed to ensure that the privacy concerns of persons wishing to do business in Saint Vincent and the Grenadines are fully addressed.

It is the only one of three general financial privacy laws in the world and the only one found in an independent sovereign nation. General financial privacy laws protect against disclose of confidential information worldwide.

At present the offshore finance industry is under attack from tax authorities in Europe and North America through the enactment of reporting requirements in the United States and Canada and the UK Home Office and Foreign Office initiatives and the E.U initiative against unfair corporate tax regimes. These recent developments have underlined the need for persons wishing to go offshore to do business with independent sovereign states like Saint Vincent and the Grenadines, rather than with British Dependent Territories.

The Government of Saint Vincent and the Grenadines is zealous in its protection of financial privacy and the preamble to the Confidentiality Act specifically states that the public policy of the State is "to protect and preserve the confidentiality and to prevent the unauthorized disclosure of all confidential information with respect to business of a professional nature which arises in or is created or disseminated within or is transported into the jurisdiction of the State".

The definition of "confidential information" in the Act contemplates the disclosure of confidential information via electronic media in other countries and the Act has extraterritorial application since it states that unauthorized disclosures may not be made in any place under any circumstances unless expressly permitted under the Act.

Before a person can disclose confidential information, that individual is by law obliged to apply to the High Court for directions, and the Court shall direct the manner of the disclosure and the form of the permissible disclosure and the Act provides guidance to the Court in determining how to make the appropriate Order.

The confidentiality Act makes it clear that any consent of the principal given under the compulsion or direction of a foreign court or other agency or authority shall not constitute 'consent" for purposes of compliance with the Act therefore preventing professionals from disclosing the relevant information for fear of being imprisoned for a period of three years.

Disclosures of confidential information are permissible only where foreign criminal proceedings have been commenced against a named defendant in another state, the proceedings must be criminal in nature under the laws of that other state and of St. Vincent and the Grenadines. Disclosure is not permitted where the proceedings are for breaches of a country's tax or revenue laws.

We believe that Saint Vincent and the Grenadines offers clients' fundamental confidentiality and secrecy advantages over other jurisdictions. These include (a.) an absence of requirements to disclose the names of the beneficial owners, directors or officers of the company (b.) the power to issue bearer shares (c.) power to use a second company to act as a director of the original IBC (d.) the absence of any legal requirement to file returns of any kind and (e) the most restrictive confidentiality law on the planet.

For incorporation fees of an IBC in St. Vincent & the Grenadines, please check link in our website – Jurisdiction “St. Vincent and the Grenadines” – “Incorporation Fees”.

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