Antigua and Barbuda Offshore Company Formation (IBC)

What is an Antigua Offshore Company

Antigua is a well-known offshore financial center and tax haven in the Eastern Caribbean, and is thus an ideal jurisdiction for offshore company formation. It is simple, fast, and affordable to set up an Antigua International Business Corporation (IBC), which offers prospective investors numerous benefits.

The non-resident corporate legislation was passed in 1982, the Antigua International Business Corporation Act which allows exemption of all corporate taxes. Most notably, Antigua IBCs are completely exempt from all taxes. Furthermore, Antigua is one of the most ideal and affordable jurisdictions to “buy” second citizenship and offers very attractive offshore banking services.

This makes it perfect for those looking to create a highly efficient offshore financial structure in a tax haven. As a bonus, it is a beautiful island nation with high living standards, a relaxed atmosphere, and pristine beaches.

Table of Contents:

• What is an Antigua Offshore Company
• Advantages and Top Uses of an Antigua Company Formation
• Top Uses of an Antigua Company
• Key Corporate Features of an Antigua Company Formation
• Requirements for Incorporation of an Antigua and Barbuda Offshore Company
• Taxation of an Offshore Company in Antigua and Barbuda
• Corporate Details of an Offshore Company

Advantages and Top Uses of an Antigua Company Formation

Advantages

• Antigua is a genuine tax haven. Foreign-owned Antigua International Business Corporations (IBCs) pay absolutely zero tax of any kind.
• Only one shareholder and one director are required, who can be the same person of any nationality. The shareholder/director can also be any legal or corporate entity. 
• Antigua IBCs offer utmost confidentiality and privacy. It is an outright crime to disclose unauthorised information and banking details, and the names of the director and shareholders are never publicised. 
• There are no auditing or reporting requirements and annual financial statements do not need to be filed.
• An IBC's assets are well protected because they are legally owned by the IBC (not the individual shareholders) and are not disclosed in public records.

• Formation and registration of an IBC can be completed in as little as 24 hours. Shelf companies are also available for purchase. 
• There is no minimum authorised capital requirement for Antigua IBCs.
• Antigua's official language is English.
• There are no exchange controls in Antigua.
• Antigua is also well-renowned as an ideal jurisdiction for offshore banking. It has a strong and stable international banking system, offers a high level of banking confidentiality and asset protection, and provides good services.
• Antigua & Barbuda is one of the cheapest and most highly recommended nations which allow one to "buy" second citizenship. This can easily be done with a donation of only 100,000 USD.

Top Uses of an Antigua Company

• International trade and investments
• Asset protection
• Elimination of taxes
• Protection and ownership of intellectual property
• Estate planning
• Confidentiality
• Investment holding
• International leasing of assets
• Yacht registration
• International trust formation

Key Corporate Features of an Antigua Company Formation

Requirements for Incorporation of an Antigua and Barbuda Offshore Company

Two incorporators, who are both citizens and residents of Antigua, are required to form an IBC. At least one of these persons should be a registered attorney. They will need to submit the following documents to the Companies Registrar:

• Signed Articles of Incorporation
• Register of Directors
• Registered Address of the Company
• Request for Company Name
• An application for an International Business Charter must also be filed

The Registrar thereafter issues the Certificate of Incorporation. The specific activities in which the company can engage are stipulated in the Memorandum, and the Articles of Incorporation lay out the rules for the internal management of the company.

Taxation of an Offshore Company in Antigua and Barbuda

Antigua IBCs are completely exempted from all forms of taxation. This includes:

• Zero corporate tax 
• Zero income tax 
• Zero capital gains tax 
• Zero withholding taxes, stamp duties, and estate taxes. 
• Dividends paid to shareholders are also free of income taxes 

These exemptions are guaranteed for a period of at least 50 years.

Corporate Details of an Antigua and Barbuda Company

Anonymity, Confidentiality and Disclosure

Antigua IBCs ensure strict confidentiality. There are no public records of company shareholders and beneficial owners. It is an outright crime for anyone associated with the IBC (employee or bank employee) to share information without prior authorisation. Antigua also has extremely strict banking privacy laws.

Company Shares

All issued shares must be fully paid. The following share types are permitted:

• Registered shares

• Bearer shares

• Shares of no par value

• Preference shares

• Redeemable shares

• Shares with or without voting rights

A company can repurchase its issued shares. Bearer shares and nominee shareholders are both permitted for greater privacy.

Required Capital

There are no specified minimum authorized capital requirements; however, the usual authorized share capital is USD 50,000. 

Directors and Shareholders

Only one shareholder and one director are required, who can be the same person of any nationality. The shareholder/director can also be any legal or corporate entity. 

Trading Restrictions

The only significant trade restriction which IBCs face is that their commercial activities and trade must be done outside of Antigua’s borders to qualify as an IBC.

Principal Corporate Legislation 

The Antigua International Business Corporation Act of 1982 is the main corporate legislation which governs Antigua IBCs. This act covers all matters regarding formation, taxation, authorised share capital, proper structuring and so forth. 

Type of Law

The Antigua and Barbuda legal system is based upon English Common Law. Its highest Judicial branch is the Eastern Caribbean Supreme Court (based in Saint Lucia).

Powers of the Company

An Antigua IBC is regarded as a separate legal entity from its shareholders and directors. It has all the same powers and rights as a natural person. Furthermore, a shareholders’ liability is limited to their investment in the company. 

Company Meetings

Antigua IBCs are expected to conduct annual general meetings, but these may be held anywhere in the world.

Local Requirements

A local registered office and registered agent are both required. The agent may be either a corporate body or individual resident. Copies of all the incorporation documents must be kept at the registered office. These are not available to the general public.

Company Secretary

A company secretary is required who may be an individual or corporate entity.

Language of legislation and Corporate Documents

English.

Official Language

English.

Audit and Annual Reporting Requirements

There is no requirement to file audited accounts or annual returns.

Exchange Controls

The local currency in Antigua is the Eastern Caribbean dollar, which is pegged to the US dollar. The US dollar is also widely used and accepted everywhere. There are no exchange controls on monetary transactions of Antigua IBCs, so funds can be freely exchanged and moved in and out of the island.

Financial Statements required

Although there is no requirement to file accounts with the authorities, Antigua IBCs are still required to maintain financial statements which accurately reflect the financial position of the company. 

Shelf Companies available 

Yes, shelf companies can be purchased.

Time required to form offshore company

The usual time required for formation is as little as 2-3 business days, but it may take up to 10 business days to receive the required documentation.

Company Name Requirements and Restrictions

The name chosen can be in any language. It must be unique and should not contain any disrespectful language. It should end with one of the following suffixes or its corresponding abbreviation: Limited, Corporation, Incorporated, Socičtč Anonyme, Sociedad Anonima.

The following names require special permission and licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset Management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. In addition, names which imply any affiliation or connection to local or national Governments are not permitted.

Access to Double Tax Treaties

None which are applicable to offshore business.

Licence Fee

The annual licensing fees are as follows:

• USD 300 per year for companies with an authorised capital up to USD 50,000 

• USD 350 per year for companies with a share capital that does not exceed USD 50,000 but has some or all of its shares with no par value.

• USD 1,000 per year for companies with a share capital of more than USD 50,000.

In addition, there is an annual return filing fee of USD 100.