St. Vincent IBC Formation
Overview of a St. Vincent International Business Company (IBC)
A St. Vincent IBC is a tax free vehicle for undertaking a wide range of business and investment opportunities under the jurisdiction of St. Vincent and the Grenadines, characterised by robust asset protection and some of the strongest global confidentiality laws.
St. Vincent and the Grenadines holds an international reputation in the offshore market, built on the back of its introduction of the Preservation of Confidential Relationships (International Finance) Act 1996. It is widely considered to be one of the most restrictive confidentiality laws globally, and is one of only three financial privacy laws in operation around the world. It is the only law of its kind found in an independent sovereign nation.
Advantages & Top Uses of a St. Vincent IBC
- A St. Vincent and Grenadines IBC is not liable to any taxation (although it does offer the option of payment of 1% tax on all profits where investors domestic law requires evidence of tax distribution)
- Strong asset protection structure of personal wealth and assets, with exemption from capital gains tax, income tax, withholding tax, corporate tax or taxes on all incomes and assets for 25 years from the date of registration
- St. Vincent and the Grenadines has a general confidentiality law that protects against the disclosure of any confidential information worldwide
- SVG has no double taxation treaty with any country, ensuring that all information on trading activity will not be passed to a Revenue Authority anywhere
- Exemption from stamp duty on any share or property transactions for 25 years from the date of registration
- Some of the lowest incorporation and annual fees globally
- Trading and investing internationally
- Holding the ownership of intellectual property, licensing and franchising
- Protecting assets, tax-free and discreetly
- Buying and selling goods and services
- Holding bank accounts and operating businesses
- Owning of intellectual property, franchising and licensing
- Operating internet businesses (business websites)
Chart: Key Corporate Features of a St. Vincent IBC
|St. Vincent IBC||Corporate Details|
|Type of Entity||IBC|
|Type of Law||Common|
|Governed by||Preservation of Confidential Relationships (International Finance) Act 1996; International Business Companies (Amendment and Consolidation) Act 2007|
|Registered Office in St. Vincent||Yes|
|Shelf company availability||No|
|Our time to establish a new company||Two Business Days|
|Minimum government fees (excluding taxation)||$125|
|Access to Double Taxation Treaties||No|
|Share capital or equivalent|
|Standard currency||US Dollar|
|Minimum paid up||No Minimum|
|Usual authorized||No Limit|
|Bearer shares allowed||Yes|
|No par value shares allowed||Yes|
|Publicly accessible records||No|
|Location of meetings||Anywhere|
|Corporate directorship allowed||Yes|
|Publicly accessible records||No|
|Corporate shareholder allowed||Yes|
|Location of meetings||Anywhere|
|Local or qualified||No|
|Requirements to prepare||No|
|Requirements to file accounts||No|
|Publicly accessible accounts||No|
|Recurring Government Costs|
|Minimum Annual Tax / License Fee||$125|
|Annual Return Filing Fee||N/A|
|Requirement to file annual return||No|
|Migration of domicile permitted||Yes
Requirements for Incorporation of a St. Vincent IBC
The mandatory-filed articles for incorporation in St. Vincent have been structured as such to record the minimum amount of information required. The only information held on public record is a certificate of compliance, from either the Registered Agent or a Solicitor, confirming that all requirements of the International Business Company Act that governs all IBCs have been complied with.
Two different types of Incorporation Certificates are available: the first with the Director’s name clearly displayed and the other without. There is no need under St. Vincent and the Grenadines law to submit a list of shareholders and the beneficial owners of shares are also fully protected by the Preservation of Confidential Relationships (International Finance) Act 1996, with their details always remaining private.
IBCs can be formed with one director and directors may also be a corporate entity. There are no domicile requirements, or requirements for a local director to be appointed. Likewise, there are no requirements in regards to maintaining share registers, company books or annual shareholder meetings or minutes within St. Vincent itself. There is no requirement to submit annual returns to the St. Vincent and Grenadines registry. Any wish to change the name of the company, or make amendments to the existing name of the company, can be done through amending the original Articles of Incorporation.
The IBC Act freely allows St. Vincent IBCs to merge with subsidiaries, consolidation with foreign companies and a range of other mergers and consolidations. An IBC may also issue management mandates and powers of attorney, in writing, to any person.
To incorporate, the following documents must all be submitted to the St. Vincent and the Grenadines registry:
- Name of the company and the Director(s) of the company
- Names of the officers of the company
- Number of shares to be issued
- Names of shareholder(s) and number of shares to be issued
- Par value of shares (usually listed as US$1 per share)
- The currency (or currencies) in which shares will be issued
- Authorised capital
If the company has more than one shareholder, two Directors are required for St. Vincent Company Formation. This information must also be submitted.
Incorporation for the first year of registration includes certificates of incorporation, exemption from Direct Taxes and Import Duties, Shares and the Resolution of the Director(s).
Taxation of a St. Vincent IBC
St. Vincent IBC’s are exempt from all forms of taxation for 25 years from the date of initial registration. Under the Caricom Tax Treaty, IBCs have the option of choosing to pay income tax at the rate of 1% in St. Vincent and the Grenadines on all profits where investor domestic law requires tax distribution evidence.
Corporate Details of a St. Vincent IBC
Anonymity, Confidentiality & Disclosure
There is no requirement to disclose the names of any beneficial owners, officers, managers or directors of the company to the registry. The anonymity and confidentiality of all clients is protected under the Preservation of Confidential Relationships (International Finance) Act 1996.
Disclosure of confidential information is only permissible in the event that foreign criminal proceedings have been undertaken against a named director, manager or officer in another state. The proceedings must be criminal in accordance with both the prosecuting state and of St. Vincent and the Grenadines before any confidential information is considered permissible for release.
Disclosure is not permitted in relation to any proceedings that are directly related to the breach of the revenue and tax laws of the prosecuting state.
St. Vincent IBCs are permitted to issue bearer shares, registered shares and shares with privileges, qualification rights, limitations and restrictions. They can be issued in one or more currencies without restriction.
There is no minimum capital requirement.
Financial Statements Required
There are no requirements to file mandatory financial statements with a St. Vincent and the Grenadines IBC. There are no publicly accessible accounts.
A St. Vincent IBC may only have one director. Corporate Directors are permitted and arrangements are in place for nominee shareholders and directors. All filed personal information regarding directors and stakeholders is fully confidential.
No company secretary is required.
A St. Vincent IBC may only have one shareholder. No public disclosure of shareholders is required.
A St. Vincent and the Grenadines IBC cannot undertake any form of business with residents of the islands. For specific activities that require a licence – industries such as Mutual Funds business, International Insurance business and International Banking Business – an IBC cannot trade without a licence having been granted from the relevant authorities. An IBC may own land in St. Vincent and the Grenadines, but only after obtaining an Alien Land Holding Licence.
Powers of the Company
Companies incorporated in St. Vincent and the Grenadines hold equal power as that of a natural person.
Language of Legislation and Corporate Documents
Company documents can be filed in any language, with no certified English translation required. All legislative and corporate documents in St. Vincent and the Grenadines are written in English.
Registered Office Required
The IBC must have a registered agent who maintains a register in St. Vincent and the Grenadines.
No local presence on the islands is required. Shareholders, officers and directors may reside anywhere in the world.
Management and Annual Meeting (AM) of Shareholders
All meetings and annual meetings can take place globally. There are no requirements to meet physically or submit minutes.
Shelf Companies Available
Time Required to Form Offshore Company
An offshore company can be formed within 48 hours in St. Vincent and the Grenadines.
No company may be formed that is the same as an existing company, or bears a name that has a likeness to an existing company. Names may not be used that imply support or formal backing from the President or Government of St. Vincent and the Grenadines.
Language of Name
Names can be submitted in any language. A certificate of translation into English is required.
Names of Company Requiring a Special Licence or Permission
Companies with names that imply activity associated with trades that require formal licensing will need to seek a special licence or permission from the relevant authorities and/or governing bodies.
Company names that incorporate the following terms, or variations of such terms, will require special permission or an adequate licence to cover their business operations: Assurance, Bank, Building Society, Chartered, Chamber of Commerce, Cooperative, Government, Imperial, Insurance, Municipal, Royal, State or Trust.
If, in the opinion of registrar, the name of a company implies the support or backing of the President or Government of St. Vincent and the Grenadines, it will need to be investigated.
Permitted Limited Liability Suffixes
The name must end with Inc., Incorporated, Corp, Ltd, Limited, Corporation, SA or any other suffix that clearly denotes limited liability. Equivalent foreign designations such as Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Aktiengesellschaft Proprietary, Naamloze Vennootschap or Besloten Vennootschap are permitted.
The fee for registering an IBC in St. Vincent is US$125. Each year thereafter, IBCs must pay $100 to maintain the IBC in good standing. Additional fees apply for particular uses of an IBC requiring special licenses.
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