Anguilla International Business Company (IBC): 3 Steps To Register

Overview of Anguilla IBC

An Anguilla IBC is a company that is registered in Anguilla but conducts business activities in jurisdictions outside the country.

Initially, the IBC was regulated by the Anguilla International Business Companies Act (IBC Act) of 2014, with subsequent amendments over the years.

In 2022, the Anguilla Business Companies Act was introduced, replacing and revoking the IBC Act, the Companies Act, and the Protected Cell Companies Act. As a result, Anguilla IBCs are now recognized and referred to as Anguilla BCs (Business Companies).

Despite the name change, the key features that make IBCs a preferred option for foreign investors have remained unchanged.

Key features of Anguilla IBC

Tax exemption: Anguilla offers a tax-efficient environment for international business companies. Anguilla IBCs are typically exempt from local taxes on income, capital gains, and dividends. This can result in significant tax savings for foreign investors.

Privacy and confidentiality: Anguilla maintains a high level of privacy and confidentiality for company owners and shareholders. Information about beneficiaries, directors, and shareholders is not publicly disclosed, ensuring confidentiality and protection of personal information.

Minimal reporting requirement: There is no need for Anguilla IBC to file annual accounting books and records to the government. The IBC can prepare and keep the records in any jurisdiction in the world for inspection if required.

Flexible corporate structure: Anguilla IBCs offer a flexible corporate structure, allowing for a single shareholder and director who can be the same person. There are no residency requirements for directors or shareholders, facilitating easier management. Additionally, there is no limit on the number of shareholders or directors, and shareholders can be individuals or business entities.

Limited liability: An important advantage of Anguilla IBCs is the limited liability protection provided to shareholders. The liability of shareholders is generally limited to the amount of their investment in the company. This shields personal assets of shareholders from the liabilities of the company.

Types of shares: Anguilla IBCs can issue different classes of shares, such as registered shares, shares of no par value, or shares with par value. This flexibility allows for various capital structures and shareholder arrangements, catering to the specific needs of investors.

Restricted activities

While Anguilla IBCs enjoy a wide range of business activities, there are certain activities that are restricted and not permitted for Anguilla IBCs. These include:

• Conducting business transactions with any resident of Anguilla, including individuals or entities;
• Engaging in activities related to company management, banking or trust business;
• Providing insurance services or engaging in insurance-related activities. such as acting as an insurance company, agent, broker, or manager;
• Owning or holding an interest in real property located in Anguilla.

Engaging in any of these restricted activities would require obtaining specific licenses or permits under separate regulatory frameworks in Anguilla.

How to register Anguilla IBC in 3 steps?

To register an Anguilla IBC, you must submit the Articles of Incorporation, which serve as proof of the company’s existence, to the Registrar of Companies. This is a mandatory step in the legal registration process for an Anguilla IBC.

Below are the 3 main steps that you can do to register an Anguilla IBC.

Step 1: Select a name for your IBC

The first step in registering an Anguilla IBC is to choose a suitable name. The name must adhere to specific rules set by the country, including:

• The last part of the name must include either “Limited”, “Corporation”, “Incorporated”, “Sendirian Berhad”, “Société à Responsabilité Limitée”, “Société Anonyme”, “Sociedad Anonima”, “Besloten Vennootschap”, “Gesellschaft mit beschrankter Haftung”, “Naamloze Vennootschap” or their abbreviations;
• It must be the unique name and not already registered in the company register;
• It must not be identical to the name of a corporation formed under the Anguilla laws before 1st January 1995;
• It must not suggest or imply any affiliation with the United Kingdom government or its departments;
• It must not suggest a political party or its leader.

You can use the Company Name Check tool to verify the availability of your desired name. Anguilla also allows you to reserve the name for up to 120 days to prevent other corporations from using it.

Step 2: Fulfill legal requirements

To register an IBC, you need to fulfill certain legal requirements, including:

Obtain a registered office

Your IBC must have a registered office address in Anguilla where official documents and communications can be sent. This address must be provided during the registration process.

Moreover, the person who provides the office must hold a relevant license. When the person ceases to hold the license, the company must change the registered office and make a notice to the Registrar.

Appoint a registered agent

Anguilla requires every IBC to have a registered agent, who acts as an intermediary to receive legal documents and notices from the Registrar on behalf of the company.

The registered agent must be an individual or entity holding a relevant license. They must also have a physical presence in Anguilla and maintain a registered office address in the jurisdiction.

It is important to maintain an active and qualified registered agent to ensure that your Anguilla IBC remains in good standing and fulfills its legal obligations.

Appoint shareholders & director

You need at least one shareholder and one director. There are no residency requirements for these roles, and they can be the same person. Shareholders and directors can be either individuals or corporate entities.

If you’re interested in using Nominee Directors or Nominee Shareholders to maintain privacy, don’t hesitate to contact us for prompt assistance. You can start a chat with our support team or send a message via service@bbcincorp.com.

Step 3: Submit the Articles of Incorporation

Once you have reserved a company name and fulfilled all the legal requirements, the next step is to file the Articles of Incorporation.

The Articles should include the following information:

• The company name;
• The name of the company’s initial registered office address in Anguilla;
• The name and address of the registered agent;
• Detailed information regarding the number of shares to be authorized and issued by the company;
• Restrictions (if any) such as transferability of ownership limitations.

After including all the required information in the Articles, they must be signed and filed by an incorporator.

The incorporator is the person or organization authorized to act on behalf of your company and submit the Articles of Incorporation to the Registrar. An incorporator can be a professional service provider, lawyer, accountant, or any other entity or individual allowed to perform this role under Anguilla’s laws and regulations.

If you meet all the requirements outlined in the IBC Act, you will receive the stamped Articles of Incorporation, indicating the successful registration of your Anguilla IBC.

Annual compliance and obligations for Anguilla IBCs

To maintain legal status and good standing for your IBC, you are required to comply with some annual obligations.

Annual renewal

Every Anguilla IBC must undergo an annual renewal process. This involves the payment of the annual government fee, which is due on or before the anniversary of the company’s incorporation. Failure to renew the company annually may result in penalties or the striking off of the company from the register.

Economic substance regulations

Companies and limited partnerships in Anguilla that carry out relevant activities are required to meet the economic substance requirements. However, companies which meet the economic substance test in other countries are free from the test in Anguilla.

Business licenses and permits

Certain industries will be required to meet licensing requirements. Licensing registration allows your IBC to lawfully exist in Anguilla. Failing to comply with the requirements will result in monetary penalties or being forced to close the company.

Bank account opening

A corporate bank account is crucial to managing the business transactions of your Anguilla IBC. For an Anguilla resident, it is a very easy process to obtain a bank account; however, it is much more difficult for a non-resident to open one. It is advised to choose a trusted service provider to open a bank account for your Anguilla IBC.

Bylaws adoption

While adopting bylaws is not mandatory, it is highly advisable for an Anguilla IBC. Bylaws, which are typically prepared by lawyers, outline the rules that govern the internal operations and business affairs of the company.

While the specific content of the bylaws will vary depending on the company’s needs and preferences, they often cover matters such as the roles and responsibilities of directors and officers, procedures for conducting meetings, voting rights, dividend distributions, and any other relevant provisions.

Conclusion

Understanding Anguilla IBC helps you decide whether your business fits into the business entity. If you are planning to form an offshore business, Anguilla is the ideal destination with plenty of benefits. The company registration is also simple and easy to work on.

Start your Anguilla company formation with BBCIncorp to receive quick and efficient service from our dedicated support team!

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