Saint Vincent and the Grenadines – IBC Company Incorporation
Saint Vincent and the Grenadines is an independent nation and became independent in 1979. It is a full member of the British Commonwealth, the United Nations, the Organization of American States, the International Labour Organisation, CARICOM, and the Organization of Eastern Caribbean States.
St. Vincent and the Grenadines is approximately 1600 miles southeast of Miami and 100 miles from Barbados and is part of the Windward Islands.
The International Business Companies Act 1996 gave the Caribbean jurisdiction some excellent advantages, combining privacy with tax benefits.
Saint Vincent and Grenadines
Advantages of Saint Vincent and Grenadines:
- Shares can be issued in any currency.
- Shares may have any rights, privileges and limitations agreed in statutes.
- Any word can be used to imply limited liability – SA, Sàrl, Limited, GmbH etc.
- Statutes need not be filed.
- No disclosure of directors or shareholders to the registry.
- No corporate taxes, withholding taxes, capital gains taxes in St Vincent for 25 years.
- Exemption from Stamp Duty on property transactions or share transactions for 25 years.
- No inheritance duties on the bequeathing of shares.
- Can transfer domicile out of the jurisdiction or re domicile into St. Vincent.
- Incorporate within 3 days.
- Information filed with the Offshore Finance Authority is protected by Confidentiality Acts.
- Provision for meetings of Directors and shareholders can be held by telephone anywhere in the world.
- Limited Duration Companies are permitted.
Confidentiality in Saint Vincent
Points to highlight:
- No requirement to disclose the names of beneficial owners, directors or officers.
- Directors can be Corporate entities.
- Saint Vincent confidentiality laws.
There is strict confidentiality following the Preservation of Confidential Relationships International Finance Act 1996. This is one of the strongest confidentiality acts in the world and protects against disclosure of confidential information.
The Confidentiality Act states that the public policy of the State is to protect and preserve the confidentiality and to prevent the unauthorised disclosure of all confidential information with respect to business of a professional nature which arises in or is created or disseminated within or is transported into the jurisdiction of the State.
Any information about a person or entity unless specifically described in the Act. The law applies on a worldwide basis, as any consent given under the compulsion or direction of a foreign court shall not constitute consent for the purpose of compliance of the Act.
Disclosure of information is permissible abroad only where foreign criminal proceedings have been commenced against the named defendant in another state, the proceedings must be criminal in nature both in the country of origin and in Saint Vincent and the Grenadines.
To incorporate the following information is required:
- Name of Company. The name must end with Inc. Incorporated, Ltd, Limited, Corp, Corporation, SA or any other suffix that denotes limited liability.
- Names of the Directors of the company.
- If the company has more than one shareholder, a minimum of two directors is required.
- Names of the Officers of the company.
- Currency in which shares will be issued.
- Authorised capital.
- Par value of shares usually $1 per share.
- Number of shares to be issued.
- Names of shareholder(s) and number of shares to be issued.
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 company name, 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. 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.
Saint Vincent and the Grenadines – Finance Sector
St. Vincent and the Grenadines was a colony of Britain that became independent in 1979. Its parliamentary system of democracy mirrors that of Westminster as does the evolution of the two party system in St. Vincent. The legal system is that of the common law, with a common Eastern Caribbean Court of Appeal and the final appeal in the Downing Street Privy Council.
In 1996 the international finance legislation was overhauled and a package of financial laws was introduced. The laws provide the basis for the formation of the following entities:
- International Banks
- International Business Companies including LLC’s and hybrid companies
- International Trusts
- Mutual Funds
- International Insurance Companies
St. Vincent and the Grenadines has a small, carefully vetted and properly regulated international private banking sector. At present there are only ten banks licensed to conduct international banking business. The regulatory body, the International Financial Services Authority, has concentrated its efforts on ensuring that only banks with a real presence, and sound business operations and policies, operate in St. Vincent and the Grenadines.
The government, in its attempt to ensure that the international banking sector is reputable, took the strategic decision in 2001 that the Eastern Caribbean Central Bank should have a significant role to play in the supervision of the international banks in St. Vincent and the Grenadines, in conjunction with the IFSA. The International Banks Act was amended in 2002 to provide for the joint supervision of international banks with the ECCB. This development has greatly increased the capacity of the regulatory regime. The Central Bank has been regulating commercial banks in the Eastern Caribbean formany years, and it now brings its wealth of experience in banking supervision to the offshore sector.
The role and function of the ECCB includes:
- To issue currency notes and coins in the territories of participating governments.
- To supervise and regulate mainly domestic banks of the member states.
- All domestic commercial banks in St. Vincent and the Grenadines are regulated by the ECCB.
The Regulatory Authority – Structure and Function
The International Financial Services Authority was created by Parliament to institute a new system to manage, direct control and supervise the offshore financial services industry in this country.
Its role is clearly defined by the governing stature. The Saint Vincent and the Grenadines Offshore Finance Authority Act, 1996. The business of The Authority is under the direction of a five-member board of directors.
The Authority is headed by the Executive Director who is also the Chief Executive Officer of that body. The day-to-day business of the administration and management of the International Financial Services Authority, together with the supervisory duties of the Authority, fall within this portfolio.
The statutory duties of the Executive Director are outlined in The Offshore Finance Authority Act, The Registered Agent and Trustee Licensing Act, the International Business Companies Act, the International Banks Act, the International Trusts Act, the Mutual Funds Act, and the International Insurance Act.
The International Financial Services Authority has been charged with these particular duties:
- To administer and oversee the process of licensing Registered Agents, Private Trustees, Financial Fiduciaries, and Registered Trustees and regulate the activities of Registered Agents and their services to ensure compliance.
- To administer and oversee the licensing, regulation and supervision of International Banks.
- To appoint, and to supervise the activities of, the Executive Director.
- To oversee the activities of the Registrar of IBCs and the Registrar of International Trusts.