Frequently Asked Questions — FAQ

These answers are not intended to be comprehensive nor to be construed as legal advice and should not be relied upon to be so. Professional advice should be taken based on the facts of any specific case.

The Basics

ABCs

Restrictions & Requirements

The BasicsBack to Top

What other corporate structures are available?

Other structures include Guarantee Companies, Hybrid Companies, IBCs, Limited Partnerships, Limited Liability Companies (LLCs), and Public Companies. Please contact us to receive more information.

What is the Governing legislation for Anguilla Companies?

The appropriate legislation is The Companies Act 2000, as amended.

How are meetings held?

Meetings may be held anywhere, by telephone or other electronic means.

Can companies be transferred to and from Anguilla?

Yes. On continuation in Anguilla of a company previously incorporated elsewhere, the government registration fee is credited against its next year's license fee.

How long does it take to incorporate a company?

It can take as little as one hour since the process is totally electronic and on line.

What are the documents filed upon incorporation?

Articles of Incorporation.

ABCsBack to Top

What is an ABC?

Counsel Limited recommends the use of an Anguilla Business Company (ABC) for most offshore structures. It is similar to most North American and British entities and does not attract the negative attention usually associated with International Business Companies (IBCs). Additionally, there are no tax consequences to using the ABC since Anguilla is truly a Tax Neutral Territory deriving all its Government revenues from non-direct taxes such as customs duties and room taxes.

Can an ABC be used in conjunction with a trust?

Yes.

Is an ABC Internationally acceptable?

Yes. An ordinary Anguillian company is not subject to the disapproval of the United Nations Report on Financial Havens, Banking Secrecy and Money-Laundering and less vulnerable to attack under OECD and other unfair tax competition initiatives.

Are there territorial business restrictions on an ABC?

No, unlike an IBC the ABC is permitted to do business anywhere i.e. within and outside Anguilla.

Restrictions & RequirementsBack to Top

What are the regulations governing availability of names?

One of the following descriptions, or an abbreviation thereof, must be included in the name of an ABC: "Limited", "Corporation", "Incorporated", "Sendirian Berhad", "Sdn Bhd", "Société à Responsabilité Limitée", "SARL", "Sociedad Anonima", "S.A.", "Besloten Vennootschap", "B.V.", "Naamloze Vennootschap", "NV", "Gesellschaft mit beschrankter Haftung", "GmbH".

However, the Registrar has discretion to permit other indicia of limited liability. It is also unacceptable to use words that are indecent, offensive, misleading, or the name of an existing company.

Are there any restrictions on words within the name of the company?

Words such as "Assurance", "Bank", "Royal", "Trust", "Fund", "Insurance", "Broker" will require justification.

What are the reporting requirements of an Anguilla Business Company?
Reporting requirements include:
  • name of company
  • registered office and agent
  • number of authorised no par value shares
  • names and residences of the directors (but these may be corporate)
  • upon filing of annual return, must disclose names of shareholders
Must the company have a registered presence in the territory of incorporation (i.e., Anguilla)?

Yes, an ABC must at all times have a registered office in Anguilla.

Are Accounts required to be kept?
No financial audit or statements are specifically required to be kept or registered but a company must keep accounting records that:
  • (a) are sufficient to record and explain the transactions of the company; and
  • (b) will, at any time, enable the financial position of the company to be determined with reasonable accuracy
What records must be maintained in the territory and are they available to public inspection?

The articles and by-laws, and any amendments thereto, a copy of the share register and an imprint of the company seal must be kept at the registered office. These are not available for public inspection.

Is an IBC required in order to secure freedom from Anguilla taxation?

No. Anguilla is a true zero-tax jurisdiction. An ABC, entitled to do business both within and outside Anguilla, will also be free of any taxation in Anguilla.

Are details of beneficial owners required to be disclosed before incorporation?

No, unlike an IBC the ABC is permitted to do business anywhere i.e. within and outside Anguilla

What are the powers of a company, and restrictions on activities?

A Company has the power to undertake any business activity except where it requires statutory permission or license or it is restricted by its Articles of Incorporation. (Section 17 of the Act)

Shareholder Questions

Share Questions

Shareholder QuestionsBack to Top

What are the minimum and maximum number of Shareholders?

A Company may be formed without shareholders, although at least one shareholder will be required upon commencement of business to ensure limited liability. There is no maximum number of shareholders provided by the Act.

Can an ABC purchase and redeem its shares?

An ABC may purchase and redeem its shares.

Are there any capital taxes?

No.

Are there residency requirements for Shareholders?

No.

What information must be published relating to shares and Shareholders?

The company must keep a share register at the Registered Office. This is available for inspection by the members. The names, addresses and nationality of shareholders and the number of shares held by each of them are required to be disclosed in the Annual Return.

What are the provisions for Shareholders Meetings?

A shareholders meeting must be held once annually. However, this is a little different for the first year and the directors of a company can call the first annual meeting of shareholders as late as18 months after the company comes into existence. A special meeting of shareholders can be called at any time provided the notice provisions are adhered to.

Share QuestionsBack to Top

Is there a minimum capital requirement to form a Company?

No.

What denomination can the share capital be issued in?

Share capital may be denominated in any currency approved by the Registrar of Companies. All shares are of no par value.

Are shares issued at a particular value?

All shares are of no par value.

What Classes of share are available?

Share capital may be divided into different classes: preference, redeemable, treasury, etc. Bearer shares are not permitted.

What are the rules governing the Share Register?

Share register inspection is restricted to registered shareholders. Shareholders are required to be named in the Annual Return filed with the Registrar.

Director Questions

Director QuestionsBack to Top

What are minimum and maximum number of directors?

A minimum of one director is required to form a company. There is no statutory maximum, although the articles or by-laws may, if desired, impose a limit.

Are corporate directors permitted?

Yes. A director may be a company, Trust or partnership.

Are there nationality and residency requirements of directors?

No. But since directors are responsible for the "mind & management" of a company their residency should be carefully considered.

Are there other qualifications required of directors?

No.

What are the Powers of the directors?

The directors have all the powers of the company that are not reserved to the members under the Act or in the articles of incorporation.

How are Directors appointed and removed?

The incorporator appoints the first directors and thereafter the members elect the directors. A director may be removed from office by resolution of the members. A vacancy on the board of directors may be filled by a resolution of the directors.

What are the rules governing Directors' Meetings?

The directors may meet at such times and in such places within or outside Anguilla as they consider necessary. Telephone and other electronic meetings are permissible. Subject to requirements in the articles of incorporation, a director shall give no less than one day's notice of a meeting of directors. This rule is subject to a unanimous waiver of notice. The presence of a director at a meeting shall be deemed to constitute waiver of the notice on his part.

The articles of incorporation or bylaws fix the quorum for a meeting of directors but where no quorum is fixed, a meeting of directors is properly constituted if one half of the total number of directors are present in person or by alternate. Meetings are upon such notice as the articles or by-laws require.

What is the information published relating to directors?

There is no public register of directors, although optional registration is permitted. The directors are disclosed in the Articles of Incorporation and the Annual Returns. Corporate directors are permitted.

Must accounts be prepared by or for the directors?

An ABC must keep accounting records that are sufficient to record and explain the transactions of the company and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

Must such accounts be filed with the Anguillian authorities?

No.

Must such accounts be audited and, if so, by whom?

There are no provisions for audit in the Act.

Operations Questions

Operations QuestionsBack to Top

How are contracts concluded on behalf of the company?

A contract required to be executed in writing and under seal may be entered into by or on behalf of the company in writing under the common seal of the company. A contract required by law to be in writing and signed by the parties may be entered into by or on behalf of the company in writing and signed by a person acting under the express or implied authority of the company.

An ABC may enter into oral contracts made by or on behalf of the company by a person acting under the express or implied authority of the company. Persons entering into pre-incorporation contracts in the name of the company before it actually comes into existence are personally bound by the contract.

What are the limitations on a company to contract?

The capacity of a company to contract is limited by the doctrine of ultra vires. No act of a company, including any transfer of property to or by a company, is invalid by reason only that the act or transfer is contrary to its articles or by-laws: section 19 of the Act.

What records must be maintained in the territory and are they available to public inspection?

The articles and by-laws, and any amendments thereto, a copy of the share register and an imprint of the company seal must be kept at the registered office. These are not available for public inspection.

Are electronic signatures acceptable as evidence?

Faxed signatures are acceptable. Electronic signatures may be acceptable as evidence.

Does an ABC require a company seal?

There is no requirement for an ABC to have a company seal.

Can the company make secured and unsecured loans?

Yes. The company can make either at the approval of the Directors.

What are the limits placed on the company's borrowing powers?

None. There are no debt/equity ratios under the law.

Is there a register of company charges or liens?

Yes. It is kept by the Registered Agent and can be lodged with the courts.

What is the procedure for authentication of documents?

A document requiring authentication or attestation by an ABC may be signed by a director, the secretary, or by an authorised officer or agent of the company, and need not be under common seal.

If the signature of any director, officer or agent authenticating or attesting any document is verified in writing by the registered agent of a company, the company is bound by the document.

What third party protection is provided for?

The directors, officers and agents of an ABC are required to act honestly and in good faith and to exercise the care, diligence and skill of a reasonably prudent person. No provisions in the articles of incorporation, the by-laws or the Act relieve a director, officer or agent of the company from the duty to act in accordance with the articles or by-laws or from any liability arising from his management of the business affairs of the company.

Where are writs Serviced?

Writs are serviced at the registered office of the company.

What Re-domiciliation provisions are there?

A company incorporated under the laws of a jurisdiction outside Anguilla may continue as an ABC if not expressly prohibited from making such an application by the laws of the jurisdiction in which it is incorporated. Subject to its articles or by-laws, an ABC may, by a resolution of directors or shareholders, continue as a company incorporated under the laws of a jurisdiction outside Anguilla in the manner provided under those laws.

What are the provisions for Liquidation?

An ABC that has not issued any shares may be quickly dissolved at any time by resolution of the directors and filing articles of dissolution. An ABC that has no property and no liabilities may be quickly dissolved by special resolution of shareholders and filing articles of dissolution. An ABC that has previously issued shares and has property or liabilities may voluntarily begin to wind up and dissolve by a special resolution of the shareholders.

What are the Strike off provisions?

Where an ABC fails to file required documents with the Registrar, fails to pay due fees or carries on business in breach of any provision requiring a business licence in Anguilla for the conduct of local business activities, the Registrar may strike the company off the register - and in practice will do so, after an interval.