St. Vincent International Business Companies

Company names must include a designation or abbreviation that signifies limited liability. Foreign denotations such as Aktiengesellschaft, Anonima, Societe Anonyme or the abbreviations such as A/S, SA, AG, GmbH, NV and BV are allowed. Incorporation under documents in foreign language is allowed provided translation is attached.

• There are no requirements for a local director or any domicile requirements. One director companies are allowed, and any director may be a corporate entity.
• Two types of Incorporation Certificates are available, namely with or without the director’s name displayed.
• The filed Articles of Incorporation is designed to contain a minimum of information including the name of the company, the Registered Agent, the currency of the capital and authorised capital, type of shares and any other provisions that may be required by the company.  A certificate of compliance by the Registered Agent or Solicitor that the requirements of the act have been complied with must accompany these articles.  This is the only information on the Public Record.  All other matters, such as the operational aspects and rights of the shareholders, directors, and meetings are reserved for the bylaws, which are not public but remain a company internal document.
• The IBC Act explicitly foresees wide objects, and a unique range of shares, such as registered or bearer shares, voting shares, non-voting shares, shares that may have less than one vote per share, common shares, preferred shares, limited shares, shares limited by guarantee or redeemable shares, share that entitle participation only in certain assets, the issue of options, warrants, rights or instruments of similar nature to name but a few.  No list of shareholders has to be submitted.  Beneficial owners of shares are not made public.
• Simply amending the Articles of Incorporation may now effect amendments to a company name.
• Company books, share registers, etc., may be kept in or outside of St. Vincent.  There are no limitations on where or how meetings may be held, and there are no mandatory annual returns.
• An IBC may issue powers of attorney and management mandates in writing to any person.
• The IBC Act freely allows mergers and consolidations, mergers with a subsidiary, merger or consolidation with foreign companies etc.
• The IBC Act also has provisions for limited duration companies to pass through companies known as limited liability companies in the USA and resembling the German GmbH and Latin American-style Limitada with a single member provide for and the governance of these entities under private operating agreements as opposed to bylaws.
• Registration, name clearance, payment of annual fees, good standing certificates can now be processed through a confidential and secure electronic system.
• The International Business Companies Amendment Act No.26 and 44 of 2002 now allows for the registration and custody of bearer share certificates by the Registered Agent who must also keep a record of each bearer certificate issued or deposited in its custody and the record shall contain pertinent information relating to the company issuing the shares, the ID number of the share certificate and identity of the beneficial owner.