Saint Vincent and the Grenadines – IBC Company Incorporation
The Island state of Saint Vincent and the Grenadines is independent and sovereign entity in the Windward Islands archipelago and member of The Organisation of Eastern Caribbean States (CARICOM) and the Commonwealth of Nations and the Community of Latin American and Caribbean States (CELAC).
The International Business Companies (IBC) Act 1996 gave the Caribbean jurisdiction some excellent advantages, combining privacy with tax benefits.
Saint Vincent and the Grenadines Company Formation Fees & Services
Our formation service includes:
- Checking the availability of your company name
- Drafting the company statutes
- Document preparation for the registry
- Certificate of Incorporation
- Appointment of officers as instructed
- Issue of shares and production of Share Certificates
- Registered Address in St Vincent & The Grenadines
- Submission of directors register (not for public record)
- Courier service
- Formation £1200
- Registered Office service (annual fee) – £560
- Government Fee – US$250
- Government Annual Fee – US$100
- Directors Register (not for public record) – £120
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.
Disclosure of Information
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 IBC
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.
The Regulatory Authority – Structure and Function
The International Financial Services Authority (IFSA) 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.
Saint Vincent and Grenadines companies formed in 2019 will be subject to taxation in SVG which requires filing a tax return. The current local corporate rate is 30%. However, Saint Vincent and Grenadine will adopt a territorial tax regime before the end of 2019, meaning BC’s will only be taxed on income earned in SVG and NOT worldwide. For IBCs formed before 2019, these entities may be required to file tax returns in the future, but this will not be ready for at least another 2 years according to the FSA.