Anguilla

General Introduction

Anguilla is an island located in the Caribbean, specifically in the Lesser Antilles. This island is part of the British Overseas Territories.

Its legal system is based on British Common Law, supplemented with local modifications. The United Kingdom is responsible of the defense and the Anguilla international relationships.

It is a country which principal economy depends on tourism, given the fact that it is considered a natural paradise with beautiful beaches and with a extensive biodiversity. Likewise, it has an economical and political stability which benefits the investments.

At WCS, we can assist our clients in the formation and management of International Business Companies of Anguilla (IBC).

ANGUILLA CORPORATIONS 

Company law:

• International Business Companies Ordinance, 1994;
• International Business Companies (Amendment) Ordinance, 1998;
• The International Business Companies Regulations,1994;
• The International Business Companies Amendment Regulations, 1994.

Incorporation.

One or more persons may incorporate an international business company by signing and sending the articles of incorporation to the Registrar.

In addition an IBC may be formed through electronic means by using the Acorn System.

Name.

The words “Limited”, “Corporation”, “Incorporated”, “Society Anonyme”, “Sociedad Anonima”, “Besioten Vennootshcap”, “Gel leschafmit beschrankter Haf tung”, “Naamloze Vennootshcap”

or the abbreviation ”Ltd.”, “Corp”, “Inc.”, “S.A.”, “B.V.”, “GmbH”, or “NV” must be part of the name of an Anguilla Corporation.

Capital.

There is no minimum authorized capital for IBC’s.

When formed through the Acorn System, that is electronically, the registration fee for an Anguilla IBC is US$250.00 regardless of its authorized capital .

Shares may be issued nominally or in bearer form.

Annual License fee.

If the authorized capital does not exceed US$50,000.00 an annual license fee of US$200.00 must be paid to the government, on or before every anniversary date of incorporation of the company.

If the company fails to pay the annual fee within the period above mentioned, a penalty of an amount equal to 10% of the annual fee must be paid, in addit ion to the annual License fee.

And, if the company fails to pay the annual fee and the penalty due, it shall upon the expiration of three months from the anniversary date, be liable to pay in addition to the annual fee, a penalty of an amount equal to 50% of the annual fee.

Registered Of f ice/Registered Agent.

Every IBC shall at all times have a Registered Office and a Registered Agent in Anguilla.

Management by directors.

The business and affairs of an IBC shall be managed by a Board of Directors which consists of one or more persons who may be individuals or companies.

• Appointment of directors: the first director shall be selected by the persons who have formed the company and thereafter, the directors shall be elected by the shareholders or directors for such term as the shareholders or directors may determine.
• Officers and agents: The directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the company.

Books, records and common seal.

Every IBC shall have a common seal and an imprint thereof shall be kept at the Registered Office of the Company.

Seals must be used if the company enters into a contract which, if entered between natural persons would be required by law to be in writing and under seal.

An IBC shall keep such account s and records as the directors consider necessary or desirable in order to reflect the financial posit ion of the company.

Power of attorney.

An IBC may grant general or special powers of attorney in order for natural or juridical persons to act on its behalf to execute contracts, agreements, deeds and other.

These powers do not have to be recorded in the Public Registry.

Share register.

Every IBC is required to keep one or more Registers of Shares and shareholders, and at least one copy thereof must be kept at the Registered Office of the company.

Continuation.

Continuation to and from Anguilla is permitted under the ordinance.

A company incorporated under the laws of a jurisdiction outside Anguilla is entitled to continue as an international business company notwithstanding any provision to the contrary in the laws of the jurisdiction under which it is incorporated.

The followings are the requirements to file for the continuation in Anguilla:

• The articles of continuation accompanied by a certified translation into the English language.

The articles of continuation must contain:

(a) the name of the company and the name under which it is being continued;

(b) the jurisdiction under which it is incorporated;

(c) the date on which it was incorporated;

(d) the information required to be included in the articles of incorporation under an Anguilla corporation;

(e) the amendments to its articles and by-laws or their equivalent, that are to be effective upon the registration of the articles of continuation.

• The articles of continuation, accompanied by a copy of the articles and by-laws of the company, or their equivalent, written in English language or, if written in a language other than the English language, accompanied by a certified translation into the English language and in the case of a foreign company, evidence satisfactory to the Registrar that the company is in good standing, must be submitted to the Registrar who must retain and register them in the Register
• Upon the registration of the articles of continuation, the Registrar shall issue a certificate of continuation under his hand and seal certifying that the company is incorporated under this Ordinance.
• The registration fee for articles of continuation filed electronically for a company the authorized capital of which does not exceed US$50,000 or consists of no par value share is US$100.00 (recoverable on payment of the first annual fee) .

IMPORTANT NOTE: In accordance with regulatory and legal provisions, our firm maintains internal policies related to the processes of “Due Diligence” and “Know your Client “, as routine to avoid the occurrence of illicit activities, protecting our clients and our business.

For incorporation queries in this jurisdiction, please complete and return to us our Company Formation Questionnaire.

For further information on our services provided in this jurisdiction and for the list of our currently available self-companies in this jurisdiction, please Contact Us.

JURISDICTION INFORMATION CHART

General Information	Anguilla
Company Law	The International Business Companies Ordinance, 1994
Type of Company	International Business Company(IBC)
Language of Legislation and Corporate Documents	English
Taxation of Foreign Profits	None
Exchange Controls	None
Length of Time to incorporate	½ day
Shelf Companies available	No
CORPORATE NAMES
Name Restrictions	Names identical or similar, offensive words
Endings and Abbreviations Required	Limited/Ltd., Corporation/ Corp. Incorporated/Inc., Sociedad Anonima/S.A.
Length of Time to Verify Name Availability	1 day (usually 1 to 2 hours)
Reservation of Names Permitted	Yes
Language of Name	Any language using the Latin alphabet
Name of Banks, Insurance, Investment Fund, Trust Company or their equivalent require consent and/or licence	Yes
CAPITAL AND SHAREHOLDERS
Minimum Number of Shareholders	One
Local Shareholders Required	No
Corporate Shareholders Permitted	Yes
Disclosure of Shareholders	No
Minimum Authorized Capital Required	No minimum
Authorized Capital/Number of shares that the company is allowed to issue	US$50,000
Bearer Shares Permitted	Yes, must be deposited with an authorized custodian
Registered Shares Permitted	Yes
No Par Value Shares Permitted	Yes
DIRECTORS AND OFFICERS
Minimum Number of Directors	One
Qualifications of Directors	Legal age
Officers Required	No
Corporate Directors/Officers Permitted	Yes
Nominee Directors/Officers/Shareholders Permitted	Yes
Appointment of Subsequent Directors/Officers	Memorandum and Articles of Association
MEETINGS
Annual General Meeting of Shareholders Required	No
Annual General Meeting of Directors Required	No
Location of Directors and Shareholders Meetings	Anywhere
Adoption by Consent Permitted	Yes
Quorum required for purposes of meetings	Memorandum and Articles of Incorporation
LOCAL REQUIREMENTS
Local Qualified Registered Agent/Office	Yes/Yes
Filing of Register of Shareholders	Optional
Filing of Register of Directors/Officers	Optional
Filing of Register of Charges	Optional
Register of Directors/Officers to be kept at Registered Office	Yes
Company Seal Required	Yes
Copy of Minutes to be kept at Registered Office	Optional
Copy of Share Register to be kept at Registered Office	Yes
ANNUAL REQUIREMENTS
Minimum Annual License Fee or Franchise Tax	US$200
Annual License Fee or Franchise Tax Due Date	Company’s Anniversary
Applicable Surcharges for late payment and Restoration fees	10% surcharge will apply by June 30 (for Co’s formed during the 1st trimester),Sept 30 (for Co’s formed during the 2nd trimester),Dec 31(for Co’s formed during the 3rd trimester)
Requirement to File Annual Returns	No
Requirement to Submit Annual Audited Accounts	No
OTHER RELEVANT INFORMATION
Member of Apostille of the Hague Convention	Yes
Increase or Reduction of Capital	Directors’ resolution
Re-domiciliation/Continuation Allowed	Yes
Reinstatement at Registry	Yes
Dissolution/Striking-off for not payment of annual license fees	Compulsory or voluntary winding up and dissolution; and striking-off for non-payment.