Forming an Offshore Corporation through our Global Affiliations.
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Forming an Offshore Company.
WHAT IS AN OFFSHORE CORPORATION?
WHY HAVE AN OFFSHORE CORPORATION?
HOW TO DO IT!
Description of an International Business Corporation (IBC)
Located in Antigua, West Indies:
Corporate Provisions:
An IBC is a company limited by shares which is not allowed to engage in any active trade or business within the
country of incorporation except for those activities which are solely in furtherance of its business outside
said country.
Purpose:
IBCs are given the maximum authority to carry on any lawful business outside of incorporated country and to take
all action necessary or appropriate to carry out the purpose for which it was formed. A license is required,
however, to conduct an international banking, trust or insurance business.
Incorporator:
One or two incorporators are required for the formation of the company. The incorporator must be either two
residents of said country (one of which must be a member of the bar) or a trust company empowered by the Cabinet
of the country to act as an incorporator.
Commencement of Existence:
Corporate existence normally commences upon the filing of the Articles of Incorporation with the Director of
IBCs. The information requirements for the Articles of Incorporation are outlined in the company application.
The date of formation of an IBC can be made to relate back to the date of execution of the Articles of
Incorporation so long as that date is within ten days of the date of filing of the Articles of Incorporation
with the Director of IBCs.
Transfers of Charter:
Said country explicitly permits the transfer of the charter of an IBC to a foreign jurisdiction or vice versa.
The only requirements are that the foreign jurisdiction not prohibit the transfer and that certain conditions
precedent for the protection of creditors be applicable. A charter transfer into said country is accomplished
through a certificate of continuance. An application for a stand-by certificate of continuance can be made but
the implementation of the transfer can be delayed until a trustee notifies the Director of IBCs (orally or in
writing). A stand-by application may be renewed every year, but after three renewals a new application must be
filed.
Capital:
No minimum capital is specified for an IBC, Shares may have nominal or no par value and may be issued in
registered or bearer form. Bearer shares, however, must bear a legend stating that said shares cannot be
transferred to a resident of incorporation country. The IBC Act provides for various classes of shares with or
without preference, or any other rights and restrictions, including nonvoting shares. Unless the Articles of
Incorporation otherwise provide, pre-emptive rights in favor of existing shareholders attach to any new stock
issue. A share may not be paid with a promissory note in negotiable form (subject, however, to a diligence duty
on the part of directors to ascertain the fair market value of the promissory note).
Management:
The Company must be managed by a Board of Directors consisting of at least one director which need not be a
natural person from incorporation country. Unless otherwise provided in the Articles of Incorporation or By-
laws, there are no other restrictions on the number of directors nor are any of the directors required to be
residents of incorporated country except in the case of a banking, trust or insurance company. In addition, the
Board of Directors may appoint one or more Managing Directors who may independently perform any acts which shall
bind the company (subject to some exceptions affecting primarily internal matters of the IBC). The powers of
directors normally granted by law may be reduced by an agreement signed by all the shareholders who are then
liable as directors with respect to the exercise of such reserved powers.
Officers and Attorneys-In-Fact:
The Board of Directors is empowered to elect officers. Officers may be
substituted by Managing Directors as discussed above. Attorneys-in-fact may be appointed by the Board only for
the purpose of executing deeds on behalf of the IBC.
Registered Office and Resident Agent:
Every IBC must have a registered office and a resident agent in incorporated country. This function is regularly
performed by a member of the bar or the trust company.
Annual Meeting:
The IBC Act requires that the annual meeting of shareholders and directors be held in incorporated country, but
a resolution in writing by all the shareholders, dealing with the matters to be put before the annual meeting
satisfies the requirements of the IBC Act.
Proxies:
Any shareholder may be represented by a proxy holder. A proxy to vote bearer shares must be accompanied by a
certification of a recognized banking or trust institution that it holds the shares on behalf of the
shareholders.
Corporate Name:
Corporate names must end in "limited," "corporation" or "incorporated" or
the abbreviations "Ltd.," "Corp." or "Inc." In addition, any designation used in another country to indicate
limited liability of the shareholders may be used (e.g., "sociedad anonima" or "S.A.").
For further information, click here or E-mail us at:
wic@lvcm.com
Why Have an Offshore Company (IBC) Located in Antigua, West
Indies:
- Many individuals and companies are turning to offshore financial centers around the world in order to
restore a significant element of stability and flexibility to their financial affairs. An IBC is where capital
and income can be held, accumulated and transferred without local tax and consequences and where international
financial business can be transacted.
- Confidentiality is the cornerstone of an offshore center and there is no double taxation or tax information
exchange treaties with other countries.
- Antigua has political stable democratic government and a sound legal regulatory environment.
- Modern communications infrastructure combined with experienced financial institutions, trust services and
professionals.
- Very accessible by air from North America and Europe and located in a convenient time zone.
- There is full exemption of all direct and indirect taxes including withholding taxes and stamp duties. Bank
accounts are held in US dollars or other major currencies.
- No minimum capital per an ordinary company (IBC), without banking, trust or insurance license, and shares
may have a nominal or no par value, and may be issued in registered or bearer form.
- For a bank, trust management and insurance company the minimum capital is US$5,000,000.-, US$500,000.- and
US$ 100,000.- respectively.
- No audit filing requirement or tax filing apply to an IBC, but annual audits are required for banks, trust
management and insurance companies.
- Transfer of the charter of an IBC to a foreign jurisdiction, or vice versa, is explicitly permitted.
- Strong anti-money laundering regulations protect the integrity of the jurisdiction.
For further information, click here or E-mail us at:
wic@lvcm.com
How To Do It!
Forming a Company Located in Antigua, West Indies:
The costs for the formation of an Offshore Company, International Business Corporation (IBC) located in Antigua,
West Indies is US$ 2,750.- This includes all legal and filing fees.
STEP #1:
When you decide to form a company, you email us stating your intention and your mailing address.
STEP #2:
We provide you with information on how to transfer the funds.
STEP #3:
You transfer the funds.
STEP #4:
After you transfer the funds by Bank Wire Transfer or by Western Union, we will send the forms necessary
to form the corporation to you by Federal Express.
STEP #5:
After you have filled in the forms and obtained all necessary information, you should send them back to us by
Federal Express or mail.
STEP #6:
We will then proceed to process your paperwork.
IF FOR SOME REASON THE COMPANY CANNOT BE FORMED, ALL BUT US$200.- WILL BE RETURNED TO YOU.
STEP #7:
Once the Company/Corporation has been formed, you will receive the following by Federal Express/DHL from the
Trust Company in Antigua:
- Standard Articles and By-Laws
- Statutory filings and notices
- Statutory registered office and agent
- Organizational minutes
- Issuance of stock certificates and maintenance of register
Only the registered agent and yourself will have any paperwork regarding your offshore company once it has been
registered.
WE AND OUR SUBSIDIARY ONLY ACT AS YOUR AGENT/EXPEDITOR IN THE FORMATION OF YOUR COMPANY.
To start the process, click here.
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