St. Vincent LLC Formation

A Limited Liability Company (LLC) is a globally recognized form of business organization, shielding its owners (members) and the management (who may be members or managers) from both company liabilities and personal liability for the debts.

As such, the LLC creates an economic interest that is distinctly separate from member interest. In return for individual contributions, members own an assigned interest in the LLC. Managers and members are assigned interest in the LLC under the governance of an Operating Agreement, with neither directors nor shareholders necessary.

The St. Vincent and the Grenadines Limited Liability Companies Act 2008 allows the formation of both a Single LLC and a Series LLC. Under a Series LLC, a Single LLC is authorised ownership of multiple LLCs that own a single asset business.

Each series, company or unit have different purposes, with members holding different rights, duties and powers. The Series LLC offers robust asset protection to investors under one company, with any liabilities of a single LLC within the Series neither affecting nor jeopardizing any other assets within it.

Key Corporate Features of a St. Vincent LLC

Advantages 

• As a separate legal entity distinct from Manager and Members, the LLC has a completely separate set of rights and existences
• Reduced exposure to risk, with no LLC Members being held personally liable or responsible for any form of company debt
• Companies are exempt for 25 years from all forms of taxation
• Local tax arrangements, available under the Caricom Tax Treaty, give LLCs the option of choosing to pay income tax at the rate of 1% on all profits where investor domestic law requires tax distribution evidence
• LLC use is unrestricted and the company is permitted to undertake any act established for a purpose that does not contravene St. Vincent and the Grenadines law
• Simplified business structure, requiring no corporate minutes or resolutions.

Top Uses

• Flexible management structures, allowing the flexible distribution of profits
• A flexible form of enterprise that blends corporate and partnership structures
• Strong asset protection arrangements through a wide range of investment structures, simultaneously reducing exposure to legal liability and increasing tax flexibility

The following are filing requirements for setting up an LLC in St. Vincent.

• The original signed copy of the Articles of Formation or any Articles of Amendment or Cancellation (or of any judicial order of amendment or cancellation), and of any Articles of Merger or Consolidation and of any restated articles shall be filed with the Registrar.
• A person who signs a document as an agent or fiduciary need NOT show evidence of his authority as a prerequisite to filing.
• The Amendment or Restatement of Articles of Formation shall be effective upon:
  • The acceptance by the Registrar for filing of a certificate of amendment or restatement;
  • The filing of a judicial order of amendment; or
  • Such future date or time as may be specified in the certificate of amendment or restatement or the judicial order of amendment, as the case may be.

St. Vincent LLCs are exempt from all forms of taxation for 25 years from the date of initial registration. Under the CARICOM Tax Treaty, LLCs have the option of choosing to pay income tax at the rate of 1% on all profits where investor domestic law requires tax distribution evidence.

Anonymity, Confidentiality and Disclosure

All personal information filed is fully confidential. 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 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.

Company Shares

St. Vincent LLCs are allowed bearer shares, registered shares and shares with or without voting rights. A St. Vincent LLC may also own shares in other companies, receiving dividends and royalties tax-free.

Required Capital

A St. Vincent and the Grenadines LLC has no minimum capital requirement.

Financial Statements Required

There are no requirements to file mandatory financial statements with a St. Vincent and the Grenadines LLC. There are no publicly accessible accounts.

Directors

There are no directors or stakeholders in a St. Vincent LLC. The LLC has managers and members who are assigned interest in the company under the governance of an Operating Agreement.

Company Secretary

No company secretary is required.

Shareholders

There are no shareholders in a St. Vincent LLC.

Trading Restrictions

A St. Vincent and the Grenadines LLC 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 LLC cannot trade without a licence having been granted from the relevant authorities. An LLC 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, providing a certified English translation is provided. All legislative and corporate documents in St. Vincent and the Grenadines are written in English.

Registered Office Required

The LLC must have a registered agent who maintains a register in St. Vincent and the Grenadines.

Local Presence

No local presence is required. Shareholders, officers and directors may reside anywhere in the world.

Management and Annual Meeting (AM) of Members

All meetings and annual meetings can take place globally. There are no requirements to submit minutes.

Shelf Companies Available

No.

Time Required to Form LLC

A St. Vincent LLC can be formed within 48 hours.

Name Restrictions

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 speak a special licence or permission from the relevant authorities / 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, 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.

Licence Fee

The fee for registering a new LLC in St. Vincent is US$125. If the LLC comes from another jurisdiction, the registration fee is $50. Annually LLCs must pay $100 to maintain it in good standing.