APGI - Anguilla International Business Company
APGI - Anguilla International Business Company
From 1000.00/US$1500.00
Anguilla Offshore Company Overview
Anguilla is the most northerly of the Leeward Islands and is located approximately 950 miles south east of Miami, Florida. There is an estimated population of 12,000 and a land area of 36 square miles. The Island is a British Dependent Territory with a legal system based upon English Common Law with local modifications. The Island is governed by an Executive Council of Ministers appointed the House of Assembly, the locally elected Parliament. Executive Council is chaired by the British appointed Governor. The British government maintains responsibility for defense and foreign affairs. Communications are excellent. Currency is the EC dollar but the US dollar circulates freely and there are no foreign exchange controls. Anguilla offers a wide range of corporate vehicles and confidentiality measures which are detailed below.
The Companies Act 2000
The Anguilla Companies Act was first introduced in 1994 as the Anguilla Companies Ordinance. It is a comprehensive piece of legislation based on traditional company law and covering, inter alia, incorporation, corporate capacity, share capital, management of companies, shareholder issues and financial disclosure. It provides for several corporate vehicles including public companies, ordinary private companies, companies limited by guarantee and the registration of foreign companies. The Act duly makes provision for the re-domiciliation of companies from other jurisdictions into Anguilla. Provision has specifically been made for the incorporation of private companies which are good alternate corporate vehicles for IBC's given Anguilla's zero tax position.
Amendments were made in 1998 clarifying requirements for shareholder meetings and the keeping of proper accounting records. The major additions to the Act were the inclusion of detailed merger and consolidation provisions and also the inclusion of detailed enforcement measures and other protective actions by shareholders.
Further amendments were introduced in 2000 in particular the rationalizing of the offence provisions under the Act.
The Anguilla International Business Companies (IBC) Act 2000
The Anguilla International Business Companies Act was first introduced in 1994 as the Anguilla International Business Companies Ordinance. Like the Companies Act, it is a comprehensive piece of legislation covering, inter alia, incorporation, issues concerning directors and shareholders, share capital, protection of shareholders and creditors, merger and consolidation and winding-up provisions. An Anguilla IBC has many advantages including the fact that it may issue par or no par shares or no shares at all. In addition, it may be formed through the simple filing of articles of incorporation.
The original Ordinance was amended in 1998 to make provision to clarify the liquidation and dissolution of an IBC by the court and the duties of an official liquidator. In addition, IBCs were made exempt from all taxes and stamp duties on registration of documents.
In 2000, further amendments were made requiring every IBC to maintain a register of charges at its registered office. A system and procedures were also established for the optional registration of charges created by an IBC with the Registrar of Companies.
The Anguilla Limited Liability Company Act 2000
The Anguilla Limited Liability Company Act was first introduced in 1994 as the Limited Liability Ordinance. It is a comprehensive piece of legislation covering formation, dissolution and domiciliation of LLCs as well as financial matters, distributions and resignations, and the assignment of the interests amongst other issues. The formation of an LLC requires the executing of a certificate of formation and filing it with the Registrar. An Anguillian LLC may carry on any lawful business and has all the powers and privileges granted by the Act or its operating agreement.
The LLC is originally a creature of United States statute. It was first enacted in Wyoming, based on a Central and South American business entity called "limitada' which permitted both partnership taxation status and limited liability. The key features of an Anguillian LLC are that the members, who make a "contribution" to the company, have limited ownership rights, their benefit being derived from a final dividend on dissolution, although interim distributions are permissible. The LLC can function as a joint venture in international transactions, as part of a trust or in any other capacities as the members see fit. The key to the effective use of an LLC is the structuring of the agreement in such a way as to avoid any indicia of "shareholder" characteristics.
In 2000 amendments were made to the original Ordinance which provided for the rationalization of the offences provisions and granting the Governor the power to make regulations.
The Anguilla Limited Partnership Act 2000
The Limited Partnership Act was first introduced in 1994 as the Limited Partnership Ordinance. It provides for partnerships which may have both general and limited partners who contribute to the partnership at the time of entry. Limited partners are not liable for partnership debts or obligations as provided in the partnership agreement or the provisions of the Ordinance provided that the limited partner does not take part in the management of the partnership.
Under the Act, a general partner may also be a limited partner without impairing his status as a general partner, and a corporation (with or without liability) and a partnership may be either a limited or a general partner.
In 2000, the Act was amended to provide for the assignment of the interests of a limited partner, the dissolution of the partnership by the court, the control of the use of names of the partner and the rationalization of the offences provisions.
The Anguilla Company Management Act 2000
The Anguilla Company Management Act was first introduced in 1994 as the Company Management Ordinance. The 2000 Act is a piece of regulatory legislation which basically provides that "No person shall carry on the business of company management services for profit or reward in or from within Anguilla..." without a license. A license may be issued by the Governor to an "attorney-at-law" or a "company." Under the Act, only persons deemed "fit and proper" may be granted such a license.
It makes provisions for a capitalization requirement with respect to a company which has applied for a license as well as with regards to the duties of a licensee, the requirement to produce audited accounts as well as provisions with respect to the suspension, revocation and surrender of a license. A detailed application form is required to be submitted by all applicants for a company management license.
The Trust Companies and Offshore Banking Act 2000
The Trust Companies and Offshore Banking Act governs the licensing and regulation of offshore banks and trust companies. "Offshore banking business" is defined under the Act as "banking business carried on in and from within Anguilla in a currency other than Eastern Caribbean Dollars with a non-resident of Anguilla". Some offshore banks such as Anguilla Firstbank Offshore
.The Act is a licensing regime which provides for the issuance of offshore banking licenses, general and restricted trust licenses and guidelines. Offshore banking licenses such as the one held by Anguilla Firstbank Offshore will only be granted to branches or subsidiaries of banks with a well established and proven track record which are subject to effective supervision by a home regulator; banks which, although subsidiaries, are closely associated with an overseas bank, and which, by agreement, will be included within the consolidated supervision exercised by the overseas bank's home supervisory authority; wholly owned subsidiaries of certain acceptable non-bank corporations whose shares are quoted on a recognized stock exchange, where the objective of the subsidiary is to undertake in-house treasury operations only, and where the operations are fully consolidated within the published financial statements of the parent company.
On the trust side, the Act allows for the issuance of two types of licenses. A general trust license allows the holder to carry on "trust business" and affords an opportunity to request the inclusion of subsidiaries within the license, which the Governor may grant subject to terms and conditions. A restricted trust license may carry on "trust business" only for those listed on an undertaking with the license application. A detailed application form is required to be submitted by all applicants for a banking or trust license.
The Anguilla Confidential Relationships Ordinance 1981
The principal purpose of the Confidential Relationships Ordinance 1981 is to provide criminal sanctions for the unauthorized disclosure, obtaining, or attempting to obtain, confidential information. The sanctions extend to the use of the information for the benefit of that individual or any other person. The Ordinance applies to both certain information and persons and to all "confidential information" with respect to "business of a professional nature" arising both in and out of Anguilla. Further, it applies to all persons who come into possession of such information at any time thereafter, whether within or without Anguilla.
The Ordinance does not apply to "confidential information" given to or received by a:
- A professional person acting in the "normal course of business or professional practice" or with the express or implied consent of the principal.
- Any person "in the course of the taking or giving of evidence whether within or without Anguilla for the purpose of or in the course of the trial of any person in respect of an alleged criminal offence triable within Anguilla or which would have been triable if it had been committed within Anguilla".
- Police officers investigating a criminal offence alleged to have been committed in Anguilla, or which, if so committed, would be a criminal offence under Anguillian law; d) the Minister or a person exercising powers of examination or investigation under any provision of the Banking Ordinance 1991.
- Regulatory information given under regulatory cooperation facilities.
Schedule Of Fees
| Basic Fees: Anguilla IBC | EURO | $US DOLLAR |
|---|---|---|
| Annual License Fee: | Included | Included |
| Annual Registered Office fee: | Included | Included |
| Annual Registered Agent fee: | Included | Included |
| Incorporation Fees: | Included | Included |
| TOTAL FIRST YEAR FEES: | 1000 | US$1500 |
| Additional Services: | EURO | $ US DOLLAR |
| Corporate Seal | 50 | US$75 |
| Open Offshore Bank Account | From - 265 | From - US$400 |
| Power of Attorney | 240 | US$300 |
| Certificate of Good Standing | 125 | US$185 |
| Notarization per document or set | 125 | US$185 |
| Apostille per document or set | 180 | US$225 |
| Nominee Director | --- | --- |
| Nominee Shareholder | --- | --- |
| Annual Fees: | EURO | $US DOLLAR |
| Maintenance Fee | varies | varies |
| Nominee Director | varies | varies |
| Nominee Shareholder | varies | varies |