Formation of International Business Company in Antigua & Barbuda

Company Name 
Antigua companies’ names must end with one of the following words – Limited, Corporation, Incorporated, etc., or their relevant abbreviations. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. 

Memorandum And Articles Of Association 
An IBC is formed by two incorporators who are citizens and residents of Antigua, at least one of whom must be an attorney. Companies in Antigua are formed under the Companies Act by submitting Articles of Incorporation, Notices of Directors and Registered Address and Request for Name to the Registrar of Companies. The Registrar issues a Certificate of Incorporation, and the company exists as from the date of the Certificate. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company. 

Shareholders 
A minimum of one shareholder is required which may be an individual or a body corporate. The details of company beneficial owners and shareholders are not part of the public records. 

Share Capital 
There is no specific minimum capital requirement. The usual authorized share capital is US$ 50,000. The minimum issued capital may be one share of no par value or one share of par value. Issued shares must be fully paid. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights are permitted. A company may purchase its share back or reduce stated capital subject to solvency tests. 

Directors 
Antigua IBC requires a minimum of one director and corporate directors are permitted. Details of the directors appear on the public file. There is no requirement to have resident directors. 

Registered Office And Secretary 
Antigua IBCs must maintain a registered office and registered agent who may be corporate body or individual resident in Antigua & Barbuda. Copies of the Articles of Association, Memorandum of Association, and Certificate of Incorporation must be kept at the Registered Office. A copy of the Register of Directors must also be kept at the Registered Office of the IBC. The Register is not available to the public. Antigua companies must have secretary who may be individual or body corporate. 

Meetings 
The directors and the shareholders meetings need not be held in Antigua & Barbuda also there is no requirement for an Annual General Meeting. All meetings may be held outside Antigua & Barbuda by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. 

Incorporation Time 
Usually 2-3 working day, but we require up to 10 working days for legalization of the documents and delivery by courier. 

Taxation 
There is a fifty year tax exemption for Antigua IBCs. This exemption applies to most forms of income, dividends, interest and royalties paid by and to foreigners. There is no exchange control and the unrestricted operation of bank accounts is permitted. An IBC benefits from the absence of capital gains and estate duties in Antigua. 

Audit And Financial Returns 
Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.