Whether you are considering an International Business Corporation or a domestic company, plan incorporation alongside the tax, licensing and reporting requirements of the operating business.
We can help coordinate the formation process with the appropriate local professionals and identify the registrations needed before operations begin.
Choosing an IBC or domestic company
The starting point is a clear description of the proposed activities, ownership and management. Consider where employees will work, whether premises are required and whether the business will hold client money or provide a regulated service.
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An International Business Corporation may be appropriate for some international activities. A company incorporated under the domestic framework may suit a business operating in the local market. The choice should follow a legal and tax assessment of the intended operation.
Company registration and operating permissions
Formation normally involves selecting a name, preparing constitutional documents and supplying information about directors, shareholders and beneficial owners.
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The professionals handling the incorporation will identify the documents and certifications required. A certificate of incorporation does not authorise every business activity. Financial services licensing, other sector licences, local registrations, work permissions and any premises-related approvals must be addressed separately.
Tax treatment
The 2018 amendments repealed specified tax-exemption provisions of the IBC Act with effect from 31 December 2018. An IBC should therefore not be presented as automatically tax free.
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Any relief available under another provision requires a separate assessment of its conditions and current application. An IBC seeking to trade with or provide services to persons in Antigua and Barbuda must address the additional registration requirements. The legislation subjects an IBC registered and conducting such business to the applicable domestic income tax rate. A written tax review should establish the treatment of the business, its income and any distributions to owners, including consequences outside Antigua and Barbuda.
Records and beneficial ownership
Companies must maintain the records required by law and provide information to their registered agent and competent authorities. The FSRC's guidance addresses financial records held at the agent's office and retention for at least six years after the client relationship ends.
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For IBCs, the annual ownership and control report covers owners of 15% or more, persons exercising control, directors and officers, and relevant nominee arrangements. The service provider must file it with the FSRC by 31 January for the preceding calendar year. Specified changes must be notified within 15 days. These disclosure obligations operate alongside identification of the natural persons who ultimately own or control the corporation. Domestic companies have separate registration and disclosure duties. The formation plan should include the appropriate tax registrations and an assessment of any obligation to register for Antigua and Barbuda Sales Tax.
Operating after incorporation
Plan for annual renewals, bookkeeping, tax compliance and changes to corporate records. Banking facilities are subject to a bank's own assessment and cannot be guaranteed by incorporation or an introduction.
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