How to Set Up a Company in Antigua: A Step-by-Step Guide

Setting up a company in Antigua represents an exciting venture into a land known for its stunning beaches, vibrant culture, and friendly investment climate. This Caribbean gem is not only a paradise for tourists but also a promising hub for entrepreneurs and businesses looking to expand their horizons. Antigua offers a strategic location, robust legal framework, and attractive tax incentives, making it an ideal destination for business incorporation.

In this guide, we'll navigate the stages you need to take in order to establishing your company in Antigua, from understanding the legal prerequisites to leveraging local advantages for your business's growth.

Economic Landscape

Antigua and Barbuda's economy is diverse, with key sectors including tourism, finance, and the service industry. The government provides tax incentives to foster business and investment, with various types of incorporation options available. Entrepreneurs can benefit from the developed infrastructure and a well-regulated business environment tailor-made for both local and international investors.

• Tourism: Crucial economic sector, driving investment and development.
• Finance: Evolving sector with incentives for international business.
• Service Industry: Broad opportunities in various service-based businesses.
• Tax Incentives: Encourages entrepreneurship and investment.
• Infrastructure: Developed to support business and economic activities.
• Incorporation: Different types catered to business needs and growth objectives.

Legal Requirements for Setting Up a Company

When establishing a company in Antigua, it’s necessary to comply with the country's specific legal requirements, which vary depending on the type of company you wish to create.

Company Types

In Antigua, a business can be incorporated as one of several entities, each with its legal implications.

• Public limited liability companies are suitable for larger ventures that may go public, whereas
• International Business Corporations (IBCs) offer benefits like privacy and tax incentives, designed primarily for international trade. Each entity has specific compliance requirements with the Antigua and Barbuda Limited Liability Companies Act.

Legal Address and Registered Agent

Every company must have a legal address and a registered agent within Antigua. The registered agent is responsible for maintaining communication with the government and ensuring legal compliance. It is a requirement to provide a physical address where the company will conduct its business or legal correspondence.

Incorporation Documents

To legally incorporate a company in Antigua, one must file the necessary incorporation documents with the relevant authorities. These documents include the Memorandum and Articles of Association, which outline the company's purpose, rules, and structure. Corporations must ensure these documents comply with the legal standards set forth by the Companies Act. Submission of these documents is a crucial step in the incorporation process and must accurately represent the entity's intended operations.

Registering Your Company

When setting up a company in Antigua, one navigates a structured registration process to establish a legally recognized entity. This involves reserving a company name, filing the necessary documents with the Registrar, and obtaining a certificate of incorporation.

Registration Process

To register a company in Antigua, the applicant must submit the appropriate registration form to the Office of the Intellectual Property & Commerce Office (IPCO). The process begins with the preparation and submission of all required documentation, including:

• The constitutional documents of the company, such as the Memorandum and Articles of Association.
• A completed registration form, which can be obtained from the IPCO.
• Proof of name reservation from the Registrar.
• Payment of the applicable registration fees.

The specific documents required depend on the type of business entity one is establishing.

Obtaining a Certificate of Incorporation

After reviewing the submitted forms and documents, if they meet all regulatory criteria, the Registrar issues a Certificate of Incorporation. This is a crucial document, as it legally establishes the company's existence in Antigua and Barbuda. The certificate typically details:

• The company's registered name.
• The date of incorporation.
• The registration number.

Companies must safekeep the Certificate of Incorporation, as it is often required for legal and administrative proceedings.

Company Name Reservation

Before one can register their business, they must first reserve a company name. The name must be unique and not similar to any existing company's name in Antigua and Barbuda. To reserve a name, an individual must:

• Check for the name's availability through the Registrar.
• Submit a name reservation request form, and if the name is available,
• Pay a reservation fee to hold the name for a specified period.

The Registrar’s confirmation of the name reservation is an integral first step before the formal company registration can proceed.

Company Governance and Compliance

In setting up a company in Antigua, one must adhere to the governance structures and compliance requirements as per the local laws. This includes the appointment of directors and shareholders as well as ensuring the timely submission of annual returns and effective record keeping.

Appointing Directors and Shareholders

There should be at least one director who is responsible for the governance of the company and must act in the best interest of the shareholders. The Articles of Incorporation should clearly state the roles and responsibilities of the directors.

• Directors:

  • Appointment: Must be done according to the Memorandum and Articles of Association.
  • Number: Minimum of one.
  • Responsibilities: Oversight of the company’s operations and strategy.

• Shareholders:

  • Equity: Must hold at least one share within the company.
  • Rights: Voting rights and the right to dividend distributions, as per the company’s Memorandum.

Annual Returns and Record Keeping

A company in Antigua is required to file an annual return with the relevant authorities. This document should include a summary of critical information such as the company’s current directors and shareholders.

• Annual Returns:
  • Due Date: Must be filed within prescribed timelines annually.
  • Contents: List of directors, shareholders, and company financials.

Effective record keeping is also essential for both legal compliance and the practical management of the company. A company must keep:

• Internal Records:

  • Minutes of meetings.
  • Resolutions.

• Financial Records:

  • Detailed and accurate accounting books.
  • Financial statements and reports.

Maintaining these records is critical, not only for regulatory compliance but also for providing transparent information to shareholders and other stakeholders.

Banking Requirements

Most people are also looking to set up a corporate bank account. The banking sector in Antigua and Barbuda consists of both local and international banks, predominantly with Canadian and Caribbean headquarters. A company must provide:

• Proof of business registration
• Identification for all company officers
• Evidence of physical presence in Antigua
• A business plan or model stating the nature of the business

Setting up a bank account is the trickiest piece of the puzzle. With the rise of fintech banks, we often find that this will be enough for most people. If not, get in touch to see if we can find a solution for you.

Tax Registration and VAT

Companies in Antigua must register with the Inland Revenue Department (IRD) for tax purposes. Tax registration is necessary to ensure compliance with local tax laws. The highlights are:

• Corporate Tax: Entities must file for corporate tax, which is levied on the worldwide income of resident companies. Tax rate is 25%, however for non resident companies if there is no business conducted within the country the effective tax rate is 0%
• Value-Added Tax (VAT): Mandatory VAT registration is required for companies that meet the requisite turnover threshold.
• Tax Identification Number (TIN): A TIN is obtained upon registration with the IRD and is used for all tax-related matters.

Which documents are required for company registration in Antigua?

Registering a company involves several key documents that need to be presented to the relevant authorities:

1. Proposed company name confirmation
2. Articles of Incorporation
3. By-laws outlining the company's regulations
4. Details of directors and shareholders
5. Registered office address in Antigua

Each of these steps ensures that the newly formed company aligns with Antigua's legal and operational standards for businesses.

Human Resources and Local Benefits

In Antigua and Barbuda, employers are required to comply with local employment standards, including social security, medical benefits, and adherence to labor laws. Understanding these policies is crucial for smooth business operations and nurturing a capable workforce.

Hiring Staff and Social Security

When a company employs staff in Antigua and Barbuda, it must register with the Social Security office. Employers are required to contribute to the national social security system, which provides benefits such as pensions, sickness, and maternity leave for employees.

• Employer Contribution: A specific percentage is deducted from the employee's wages, and a supplemental portion is added by the employer.
• Employee Deduction: Employees also contribute a portion of their earnings towards social security.

Both contributions are calculated based on the employee's salary and are mandatory under Antiguan law.

Physical Presence and Infrastructure

When establishing a company in Antigua, paying close attention to the location and the quality of physical infrastructure is crucial. These elements can have significant impacts on operational efficiency and investment prospects.

Requirement for a Physical Office

Physical Office: Companies in Antigua are typically expected to have a registered office within the country. This acts as a legal address for service of documents and is essential for compliance with local business regulations.

• Location: The choice of location for a physical office should align with the company's business needs, accessibility for employees, and proximity to clients or partners.
• Investment Consideration: Establishing a physical office may involve a direct investment in property or facilities, depending on the business scale.

Infrastructure and Utilities

Infrastructure:

• Transportation: Efficient transport networks, including the port for shipping and the airport for air travel, are vital for business operations, especially if the business is involved in import or export.
• Communications: A robust telecommunications framework is essential for everyday business activities. Strong internet connectivity and reliable phone services are fundamental requirements.

Utilities:

• Electricity, water, and waste management services in Antigua are generally reliable, supporting uninterrupted business operations.
• Entities should budget for these utility costs as part of their initial investment and ongoing operational expenses.

Ongoing Corporate Obligations

When establishing a company in Antigua, it is crucial for the business to comply with local corporate obligations regularly. This includes maintaining a valid legal presence and adhering to strict tax and accounting responsibilities to ensure the company remains in good standing and takes advantage of any applicable tax incentives.

Maintaining a Legal Presence

A company incorporated in Antigua must have a registered office within the country, acting as a legal address for service of process and official correspondence. Additionally, an annual return must be filed with the relevant authorities, detailing the current structure and status of the company. This is a critical compliance requirement to maintain corporate legitimacy.

Corporate Tax and Accounting Responsibilities

Tax Regime: Antigua operates under a tax regime that requires companies to fulfill various tax obligations. These include:

• Corporate Income Tax: Companies must file and pay corporate income tax on locally earned income.
• Tax Identification Number (TIN): Registration for a TIN is mandatory for all businesses.

Accounting: Companies are expected to maintain accurate financial records that reflect their fiscal status and transactions. These records support the:

• Preparation of annual financial statements: Necessary for assessment of company performance and tax obligations.
• Audit Requirements: Depending on the company's size and type, an annual audit might be required.

Tax Incentives: While managing tax liabilities, companies should be aware of any available tax incentives which can offer:

• Reductions or exemptions: In certain sectors or activities, as a means of promoting economic development.

By ensuring compliance with these ongoing corporate obligations, a company protects its operational viability and capitalizes on financial opportunities within Antigua's business framework.

Additional Considerations for International Businesses

When establishing an international business in Antigua, investors must carefully consider the unique aspects of relocation and the regulatory environment specific to offshore companies.

Relocating to Antigua

Business owners and their employees contemplating relocation to Antigua should be aware that moving to a new country involves both logistical and legal steps. It is imperative to address visa and residency requirements, which may require professional legal advice to navigate effectively. Additionally, Antigua offers Citizenship by Investment programs that might be appealing for investors and grant them specific benefits in terms of residency and citizenship.

Special Regulations for Offshore Companies

Antigua provides a favorable climate for International Business Companies (IBCs) and Limited Liability Companies (LLCs) due to its tax-efficient regulations. Here are some key regulatory points for offshore companies:

• Taxation: Offshore entities like IBCs benefit from a zero-tax structure on income generated outside of Antigua.

• Privacy: Confidentiality is a significant advantage, as IBCs are not required to disclose shareholders' and directors' information publicly.

• Operational Requirements: At least one director is needed for incorporation, who can be of any nationality and need not be a resident of Antigua.

• Licensing: Specific business activities may require additional licenses, and companies must remain compliant with international standards, including anti-money laundering regulations.

Before proceeding, international investors should seek expert advice to ensure full compliance with Antiguan business laws and practices.

Frequently Asked Questions

In this section, key information on setting up a company in Antigua is addressed through pertinent questions that potential business owners frequently ask.

Can a foreign national start a company in Antigua and what are the prerequisites?

A foreign national can start a company in Antigua as there are no restrictions on nationality. A non resident will actually reap most of the benefits. Moving from an onshore to an offshore environment comes with alot of benefits, which we will get into later in the article. If you are looking to establish a company there are several prerequisites and steps that need to be taken for incorporation.

Legal Structure: An individual must decide on the legal structure that aligns with their business needs. Common structures include sole proprietorship, partnership, and corporation. Foreign investors often opt for an International Business Company (IBC) or an LLC due to its tax benefits and confidentiality.

What are the costs associated with business registration in Antigua?

The costs involved in business registration in Antigua typically include fees for registered office services, apostilled constitutional documents, secretarial services, and compliance fees. Costs vary depending on the service plan and the type and size of the business.

What is the process for incorporating a company in Antigua and Barbuda?

To incorporate a company in Antigua and Barbuda, the individual must decide on the appropriate legal structure, which determines the internal and external legal relationships of the business. Following the selection of a structure, the necessary constitutional documents must be drafted, submitted, and approved by the relevant authorities.

After registering a company in Antigua, what are the next steps for setting up the business?

Once the company is registered, the next steps include obtaining any necessary pre-approvals for bank accounts, signing up for medical insurance, social security, finalizing any specific trade licensing requirements, and setting up the physical or digital presence based on the nature of the business.

Is there a public company registry in Antigua, and how can I access it?

There is a public company registry in Antigua where business information is stored. To access it, one typically needs to contact the registry directly or use online e-service platforms that offer information about registered businesses in Antigua.