Starting Up in Business. How to Start a Business in Saint Vincent and Grenadines
. This website aim to help you understand some of the many things you need to think about when you are starting and running a low-tax business. You can now form your Saint Vincent and Grenadines limited company online using our company registration agent, Coddan CPM - an online limited companies formation agent in Saint Vincent and Grenadines. Our company is designed to provide information and guidance in starting and developing foreign business within the Saint Vincent and Grenadines. Allow us to help you establish your company and get it running, to select the best business for incorporation, or to register your company with the Saint Vincent and Grenadines Companies Registrar.
Company formations usually completed in 2-5 working days using online company registration services. We supply expert advice in navigating Saint Vincent and Grenadines legal and business systems helping you set up in Saint Vincent and Grenadines, Seychelles, Cyprus, British Virgin Islands Ireland, Belize, Nevis, Panama and in Gibraltar, etc. If you have an idea for a business, we can also assist you in start-up your new business directly in Saint Vincent and Grenadines from the ground up. In Saint Vincent and Grenadine, you must register your business, which we can do for you. Coddan CPM also offers a host of additional offshore administrative services, including: nominee directors and shareholders, invoicing, re-invoicing, handling of letters of credit and all related commercial documentation. Registration of P. O. Box, telephone and mail forwarding, accounting and bookkeeping services. We are able to offer our clients, both private and corporate, a complete range of banking facilities including corporate accounts, electronically managed accounts (via the internet), high yield savings accounts, and coded accounts. Let us know how we can help.
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Further information
Same day company incorporation in St. Vincent and Grenadines, online St. Vincent and Grenadines corporation and St. Vincent and Grenadines LLC filing service. What are St. Vincent and Grenadines Incorporated Companies? They are ruled by the Law of Incorporated Companies and are divided into two categories: open and closed. The closed St. Vincent and Grenadines incorporated companies are those that do not present any of the characteristics previously described. If it is not specifically set by the law, this type of society can be run in the same way that an open tax-free or tax-shelter incorporated company. These relate to St. Vincent and Grenadines companies, St. Vincent and Grenadines Incorporated Societies, Charitable Trusts, Unit Trusts, Friendly Societies, Credit Unions, Building Societies and LTD, INC, IBC, SA and GmbH and Provident Societies. The registrar issues a certificate of registration for each business name registered. Companies with limited liability provide a framework for investment in business. This is a question you need to ask during the start-up St. Vincent and Grenadines, and evolution of your company.
Learn what you need to know about incorporating your small business. They help foster confidence in businesses by governing the relationships between investors (shareholders), directors and creditors and by giving stakeholders a clearer picture of who and what they are dealing with. St. Vincent and Grenadines Virtual Office services, phone, fax and mail forwarding from Offshore, Flexible Serviced & Virtual Offices, Part-Time & Permanent Space. A Companies Register that records basic details about every company helps build this confidence. All forms needed for manually registering a company, and for post-registration maintenance (such as address changes) are available online. There are a variety of reasons for getting St. Vincent and Grenadines limited liability via registering as a company. It limits the liability of company directors, which usually equates to those on the management committee (who will also be the charity trustees if it is a charity). They are still liable for negligent conduct - lawyers will find some other exceptions but that is the main one. Employing staff, taking up a lease or owning property are common prompts to get limited liability.
The free essential resource for starting up your own business. Apostille. Example of an apostille (Offshore, UK or USA). What is an apostille? An apostille is a special seal applied by an authority to certify Apostilled.
We specialize in the forming Offshore St. Vincent and Grenadines LLC, maintaining and utilization of St. Vincent and Grenadines Offshore corporations incorporation and St. Vincent and Grenadines Limited Liability Companies registration for people and businesses worldwide. We register St. Vincent and Grenadines corporations tax-free jurisdictions for US, UK & international clients, provide St. Vincent and Grenadines registered agent and St. Vincent and Grenadines resident address services. Whether you want a full office with nominee officers or just resident agent service we are here to help you through every step that your offshore business St. Vincent and Grenadines may take. At Coddan we assist clients with the first step of incorporate St. Vincent and Grenadines company, we can assist you establishing your St. Vincent and Grenadines company with minimal effort and time. If you are involved in any activities dealing with customers or the public or in any service related industry, it may be in your best interest to incorporate off-shore.
In today's litigious society, you should do everything possible to protect your home, your personal finances, and your family from being subjected to having to satisfy a legal judgment. Incorporate low-tax jurisdiction St. Vincent and Grenadines company online. Save money & time when forming low-tax business entity. An online resource for incorporating St. Vincent and Grenadines corporations, LLCs and limited partnerships in Offshore jurisdictions. Offshore registered agent services also provided, Apostille and St. Vincent and Grenadines Nominee services. St. Vincent and Grenadines Small Business, Starting Small Business, Startup, Business Start-up Information, Business Portal, offshore Small Business Start-up Ideas. We provide our clients with full expert assistance throughout every step of the St. Vincent and Grenadines formation process, however our service does not stop there. We will give you any assistance or advice related to St. Vincent and Grenadines company formation matters from the moment you choose to incorporate with us and for as long after St. Vincent and Grenadines incorporation as you may require.
Online incorporation and LLC services for businesses wanting to incorporate in the St. Vincent and Grenadines. An addition to our service is the continuous online support for all our clients via the Internet and Email. Clients may even register for their companies with us online, a quicker and more accurate procedure for launching your company. Incorporate in St. Vincent and Grenadines: Why St. Vincent and Grenadines corporations are popular for business. St. Vincent and Grenadines incorporation service: incorporate your business in St. Vincent and Grenadines, incorporate a business, incorporation fees, and fees for incorporating online. Incorporating in St. Vincent and Grenadines has another major benefit: affordable costs. For most cases you only need to pay the St. Vincent and Grenadines incorporator company or individual, pay the rent for a registered agent and the yearly franchise tax. Being a tax heaven, your St. Vincent and Grenadines company will pay income tax only for operations made within the state, making it ideal for off shores. Speaking of this, many international individuals and companies decide to incorporate in Offshore both for the tax benefits and for developing a serious and prestigious brand as an offshore company.
Forming Offshore Corporations St. Vincent and Grenadines has been a growing trend in recent years. When you incorporate in offshore, your business can enjoy a level of privacy not available in other countries. In addition, Nevada also offers a high level of liability protection, asset protection, and numerous tax benefits. Providers of incorporation, corporate accountancy and related services to help business form corporations, create an LLC, or register an S Corporations. Why Incorporate in tax-haven? Tax Havens corporate statutes started with those of Offshore and then went even further, establishing a corporate structure that allows investors and owners of Nevada corporations to remain completely private - an advantage that is unique throughout the world.
Company registration in the St. Vincent takes approximately 2 to 5 working days. The St. Vincent IBC incorporation fee includes: Company name availability confirmation and reservation Payment of first year's St. Vincent legal and initiation fees Submission of applications that details company's executive officers (US$50,000 authorized shared capital divided into 50,000 shares, a minimum of one share may be issued, bearer shares - permitted) Applicant appointment of director and shareholders roles for IBC company (appointed electronically) Preparation & filing of Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in St. Vincent for the first year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of shares, Register of Directors and Shareholders Share Certificates and Completed Members Register
Premier Package
£ 665.00
Renewal fees from £401.00
Company incorporation in the St. Vincent takes approximately 2 to 5 working days. The St. Vincent IBC registration fee includes: Company name availability confirmation and reservation Payment of first year's St. Vincent legal and initiation fees Submission of applications that details company's executive shareholder (US$50,000 authorized shared capital divided into 50,000 shares, a minimum of one share may be issued, bearer shares - permitted) Applicant appointment of shareholder role for IBC company (appointed electronically) Preparation & filing of Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in St. Vincent for the first year Coddan provides a company nominee director service for one year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of shares, Register of Directors and Shareholders Share Certificates and Completed Members Register A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Nominees An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
Deluxe Package
£ 775.00
Renewal fees from £511.00
Company start-up in the St. Vincent takes approximately 2 to 5 working days. The St. Vincent IBC formation fee includes: Company name availability confirmation and reservation Payment of first year's St. Vincent legal and initiation fees US$50,000 authorized shared capital divided into 50,000 shares, a minimum of one share may be issued, bearer shares - permitted Preparation & filing of Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in St. Vincent for the first year Coddan provides a company nominee director service for one year Coddan provides a company nominee shareholder service for one year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of shares, Register of Directors and Shareholders Share Certificates and Completed Members Register A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Nominees An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees Declaration of Trust from the Nominee Shareholder
Incorporation Legal Requirements
The incorporation documents do not carry the name or identity of any shareholder The names or identities of these persons do not appear in any public record An IBC cannot trade within the St. Vincent and the Grenadines or own real estate there Company subscribers may be resident outside the St. Vincent The company is required to have a registered office in St. Vincent and the Grenadines You must appoint a minimum of one director There is no maximum number of directors Directors can be corporate bodies or private individuals A director can be of any nationality There has to be at least one shareholder The names and address of shareholders are not available to the public Shareholder and director may be the same person There is no requirement for appointing local shareholder and director There is no requirement for a resident secretary There is no paid-in capital requirement The minimum paid in and issued capital may be one share which is fully paid Shares can be issued with or without par value Shares may be issued in any recognizable currency or in more than one recognizable currency IBC records and accounts do not have to be held or filed with the authorities Bearer shares are PERMITTED
OFFSHORE ST. VINCENT COMPANY FORMATION. INCORPORATE OFFSHORE COMPANY IN ST. VINCENT, Welcome to Coddan online St. Vincent and the Grenadines International Business Companies formation agent. We recommend reviewing this site in its entirety, so that you are knowledgeable of St. Vincent and the Grenadines jurisdiction and the powers granted to St. Vincent and the Grenadines companies. We will guide you through the process of registering your offshore company and establishing your registered identity. Complete and submit an IBC application form. Adequate completion and submission of this form, along with the provision of payment, will enable Coddan to incorporate your proposed company within three business days. We will express mail your corporate documents to the mailing address you specify in your incorporation order. If you want to become familiar with the description and the contents of St. Vincent and the Grenadines companies formation packages, offered by Coddan and to find above, what kind of service is included in this or that St. Vincent and the Grenadines companies incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the St. Vincent and the Grenadines companies incorporation, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen. When thinking in asset protection and tax shelter, offshore companies and trusts are among the best ways of protecting wealth. Through our network of associates, located throughout the offshore world, Coddan can offer a very cost-effective yet efficient company formation service.
1. St. Vincent and the Grenadines IBC has zero percent tax liability. 2. An International Business Company and its employees are not liable to pay any kind of tax. 3. An IBC has no compulsion to disclose the identities of its directors, secretaries, shareholders and employees. 4. A sole director can register an IBC in St. Vincent and the Grenadines. The sole director can also act as the sole shareholder. 5. There is no minimum or maximum share capital limit, nor is there a need to disclose this information to any authority. 6. Bearer shares are allowed for an offshore company. 7. There is no compulsion to hold an Annual General Meeting (AGM) for an offshore company registered in St. Vincent and the Grenadines. 8. The accounting books of the partnership may be kept at the registered office of the company or abroad. 9. An IBC in St. Vincent and the Grenadines can hold and issue shares in any currency. 10. An IBC registered in St. Vincent and the Grenadines operates in a stable political and economic environment.
St. Vincent and the Grenadines is an independent English-speaking nation, located in the Eastern Caribbean. In 1996 there were comprehensive legislative changes to its IBC Act, bringing St. Vincent to the forefront of the world's offshore financial centres as one of the safest and most private jurisdictions. IBC's incorporated in St. Vincent are completely free of all taxes for a period of 25 years. There is no requirement to disclose the beneficial owner of the IBC and bearer shares are allowed. There are no exchange controls. There are no tax information exchange treaties with any country.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of offshore companies. We are not able to guarantee that any such filing will be acceptable to Companies Registrar, nor are there any contractual obligation upon us to do so. If Companies Registrar rejects incorporation or other filing, we will credit your account with a full refund and the contract between us will be made void. Companies Registrar does not offer a cancellation facility for the incorporation of companies or the filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site are in Great British pounds. Credit cards are the preferred method of payment; we accept VISA, MasterCard and Delta. We can accept payment in UK Pounds Sterling, US Dollars, Euros, Australian Dollars and Canadian Dollars.
Live Help » Live Help is a real time "chat" feature which enables you to interact with a customer service representative without a phone call. Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions. Live Help is absolutely free! There are no hidden fees. We offer the service as a courtesy to our website visitors. Dear visitors, while having a chat session with a customer, we are frequently requested to give a piece of advice on tax planning or business structuring. We would like to inform you that it is against our principles to provide online advice pertaining to these issues. The points that may be covered during a session include service description, package or service price, navigation at our website, ways of making an order, methods of payment etc. Yet, if you wish us to provide you with advice on tax or business structuring, you should be aware that this service is chargeable. If you have any questions please E-Mail or call us: 0800 081 1510 or +44 (0) 207 637 3881, fax: +44 20 7681 3318.
ST. VINCENT AND THE GRENADINES COMPANIES FORMATION. ST. VINCENT AND THE GRENADINES EXECUTIVE SUMMARY
Coddan will help you to protect your assets, maintain privacy and create wealth with the use of offshore companies and offshore trusts. We form IBC's & Hybrids in less than 48 hours for persons who wish to preserve their privacy, protect their assets and create new wealth. We set up offshore bank accounts and offshore credit card accounts. We also form offshore LLC's, hybrid companies, international banks, offshore insurance companies and mutual funds. We have helped hundreds of people in many countries around the world and would welcome the opportunity to help you to secure your present well-being and your future by preserving your privacy, protecting your assets and creating wealth.
The first thing you must do is take the necessary step to protect what you own now and what you are about to earn. The structure used for this purpose by financially smart people is a Trust or an International Business Company (IBC). Should you get an IBC (International Business Corporation) or a Trust? Why should you even think of getting one of these? These are the questions that we will now answer.
When you operate through an IBC or Trust, no one has to know that you are involved in any business or investments unless you tell him/her. All of your business may be conducted offshore, away from the snooping eyes of neighbors and the authorities who always want to know what you are doing, because they want to maintain control over their citizens. This is a conflict between your Constitutional and natural right to be a sovereign individual and governmental authorities who want to classify, categorize and control you.
The laws of St. Vincent & the Grenadines make provisions for you to own your IBC through "Bearer Shares". Unlike Registered Shares, Bearer Shares do not carry the name of the owner of the shares. Instead, the person who has possession of the shares is the one who owns them. This means that your share certificates should be kept in a safe place where the wrong person cannot get his/her hands on them.
You may place your assets in a trust or IBC and remove them from attack by creditors as long as the transfer was an arms length transfer. That is to say that you made the transfer when you were not faced by bankruptcy and making an effort to hide it away from creditors.
Before a creditor can attack your assets in a trust in St. Vincent, s/he must first post bond in the sum of $25,000, before s/he can appear in court. Few persons can afford to take the weeks and even months away from home and work to come to St. Vincent to sue you, your trust or IBC. What is more, s/he will be confronted by a different set of laws, with statutes of limitations that may be different from his/her homeland.
When you have an IBC or Trust, you will be able to make investments through one of these that may not be available to you as a citizen or resident of your home country. This is especially true of US citizens. A number of mutual funds as well as other investment vehicles refuse to deal with US citizens or residents. In some instances, US nationals may purchase securities from other countries, but as American Depository Receipts (ADR's). They cannot make direct purchases of the underlying stock.
The state of St. Vincent and the Grenadines (SVG) is in the Caribbean, 1,600 miles southeast of Miami and 100 miles from Barbados. SVG consists of a group of 18 small islands, of which the biggest is St Vincent, with the capital, Kingstown, which has a natural deep-water harbour. St Vincent is a lush volcanic island, just 18 miles north to south and 11 miles wide; the climate is tropical.
Fought over for nearly a century by the French and British, sovereignty of SVG was settled on the British in 1783. Now SVG is an independent parliamentary democracy, with a legal system based on common law. The currency is the Eastern Caribbean Dollar (EC$) which is linked to the US$ at an exchange rate of 2.7 EC$ to 1 US$, and is managed by the Eastern Caribbean Central Bank with headquarters in St. Kitts. The economy moved from dependence on sugar to dependence on bananas; but tourism is now the biggest earner, and the government has been trying hard to build a financial services centre. Economic growth was dented by a combination of climatic problems, 9/11 and the need to rein in a free-wheeling financial services sector to placate the OECD and FATF. A new government which took office in April 2001 has implemented an ambitious framework of policy reforms designed to strengthen the public finances, achieve higher growth, lower unemployment and reduce poverty. The Offshore Finance Authority was created by Parliament to institute a new system to manage, direct, control and supervise the Offshore Financial Services Industry in SVG. After a number of closures in 2001, the sector now seems to be growing in a stable fashion. Key sectors are banking, trusts, insurance and mutual funds. There are about 10,000 International Business Companies. Historically, SVG has provided a high degree of confidentiality for investors, although an Exchange of Information Act passed in 2002 has qualified this to a certain extent.
Cable and Wireless provides telecommunications services in SVG; however the Government has liberalized the telecommunications market and two additional companies have been given licenses for mobile services. Following a substantial amount of new legislation, SVG was given a clean bill of health by the FATF in June 2003. The FATF Implementation Progress Report on SVG was very complimentary about the "substantial" amount of training provided to financial institutions with respect to anti money laundering requirements. The report also had high praise for the Financial Intelligence Unit, saying, "cooperation provided by the FIU has been excellent." The FIU has been accepted into the Egmont Group.
All our St. Vincent & the Grenadines IBC are general trading companies which include Certificate of Incorporation & Certificate of Tax Exemption, Articles of Incorporation and By-Laws, Registered Agent and Address in St. Vincent & the Grenadines. 3-5 days incorporation service which enables you to appoint members details straight away. This procedure applies to all or packs with the payment of all government fees. This pack is sent directly to you via DHL.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Company Pliers Seals - £20.00. 2. Apostilled Certificate of Incorporation - £100.00. 3. Nominee Director service for 12 months - £166.00. 4. Nominee Shareholders service for 12 months - £110.00. 5. Certificate of Good Standing £115.00.
Individuals or companies wanting to make use of the offshore sector in St Vincent and the Grenadines normally constitute either or both of an International Business Company or a Trust. The International Financial Services Authority (IFSA) of St Vincent and the Grenadines announced in May, 2004, that offshore agents will henceforth be able to incorporate companies for their clients online. This new development has meant that instead of taking one day to file the relevant documents and issue company certificates, the IFSA can now commit to ensuring that company documents are available for collection within three hours of the filing of the information by the agent. The online registry system operated by the Authority also allows agents to pay their annual fees over the internet, to reserve company names, and to conduct searches of company files. The system will be operated using a pre-payment model.
INTERNATIONAL BUSINESS COMPANY
"What is an IBC?" - An IBC is a company that is registered and based in an international center such as St. Vincent & the Grenadines. The term "International Business Company" is used to describe it because it is formed in a jurisdiction that is outside one of the major industrialized countries, where there are certain benefits, including tax, privacy, financial and security benefits. When you form an IBC, you are generally in complete control of the assets of the IBC, in control of its bank accounts, and of all transactions done by the company. The income to the IBC is taxable immediately it is earned. This differs from income that you earn through shares purchased in a company in your homeland. The general rule for such shares is that you have a taxable event only when you receive distributions in the form of dividends.
However, in the case of the IBC, you are taxable even if you have not repatriated (i.e. brought home) any of the income. Although the provision of Bearer Shares could enable the owner of an IBC to conceal earnings through the IBC, it is evasion of taxes to fail to report and pay taxes in one's homeland and carries serious penalties. Our business is to inform, however, and not to moralize. It is not our place to tell you how to conduct your business, but to tell you what the consequences may be for a certain course of action. Let it be said, however, that we are not in the business of assisting anyone in evading taxes.
One consequence of having an IBC and an account in the name of the IBC is that Schedule B of the IRS form for US citizens, requires that one answer two pertinent questions. Do you own a bank account offshore? Do you have signature power over an offshore bank account? In general, anyone who has an IBC with one or more bank accounts should answer "Yes!" to both questions.
The only exception is when the bank account is in the name of an IBC that is owned by a trust. The International Business Companies Act No.18 of 1996 and regulations SRO No. 33 of 1996 and their amendments govern the incorporation of International Business Companies in St. Vincent and the Grenadines. Only a duly approved Registered Agent within the meaning of the new Registered Agent & Trustee Licensing Act (No.15), 1996, may submit applications for formations and undertake services set out in the Act. Key features of the International Business Company are as follows:
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.
The publicly filed articles of incorporation contain a minimum of information including the name of the company, the Registered Agent, the currency of the capital and authorized capital, type of shares.
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.
The filed articles of incorporation is designed to contain a minimum of information including the name of the company, the Registered Agent, the currency of the capital and authorized 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 the operational aspects and rights of the shareholders, directors, and meetings are reserved for the by-laws, which are not public but remain a company internal document.
Two types of Incorporation Certificates are available, namely with or without the director’s name displayed.
A minimum of one shareholder is required which may be a natural person or a corporation. There are no requirements with regard to minimal share capital. Details of the shareholders do not appear on the public file. A wide range of types of share is permitted, including registered or bearer shares, voting shares, non-voting shares, shares that may have less than one vote per share, common shares, preferred shares, limited shares, shares limited by guarantee or redeemable shares, and share that entitle participation only in certain assets. No list of shareholders has to be submitted. Beneficial owners of shares are not made public. NB: The International Business Companies (Amendment) Act No.26 and 44 of 2002 now allows for the registration and custody of bearer share certificates by the Registered Agent who must also keep a record of each bearer certificate issued or deposited in its custody and the record shall contain pertinent information relating to the company issuing the shares, the ID number of the share certificate and identity of the beneficial owner.
Company books, share registers, etc., may be kept in or outside of St. Vincent. 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.
Foreign companies may become IBCs by way of continuation; and IBCs may migrate to other domiciles.
The IBC act freely allows mergers and consolidations, mergers with a subsidiary, merger or consolidation with foreign companies etc.
An IBC receives upon formation a Government Certificate of Exemption from taxes for 25 years from the date of incorporation.
No annual return or accounts have to be filed with the SVG authorities thus allowing for total confidentiality of financial affairs.
The company must maintain a registered office address within St. Vincent and must also appoint a local registered agent.
LIMITED DURATION COMPANY
The IBC Act also makes provision for limited duration companies (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, and provides for the governance of such entities under private operating agreements as opposed to by-laws. A company incorporated under the IBC Act may at any time apply to the Registrar to be registered as a limited duration company. The name of the company needs to include at its end "Limited Duration Company" or the abbreviation "LDC". The Registrar needs to be provided with a certified copy of a special resolution of the company altering its Articles to limit the duration of the company to a period of 30 years from the date of its incorporation or less. A limited duration company may by special resolution alter its Articles extending the duration of the company to such period or periods not exceeding in aggregate 100 years from the date of the incorporation of the company.
The Articles or By-Laws of a limited duration company may prohibit the transfer of any share or other interest of a member of the company absolutely, or may provide that the transfer of any share or other interest of a member requires either the unanimous resolution of all the members or a resolution passed by such proportion of the members as the Articles or By-Laws may specify. The Articles or By-Laws of a limited duration company may provide that a person ceases to be a member of the company upon the happening of any one or more of the events specified in the Articles, and may further provide that the rights of such former members shall be limited to an entitlement to receive such value for their shares in the company as may be determined by the Articles or By-Laws.
HYBRIDS
A Hybrid is a company limited by guarantee. It is said to be a hybrid because it partakes of the characteristics both of an IBC and a Trust. Such a structure could allow one to legitimately compound earnings offshore, on a tax-free basis, until funds are repatriated onshore. They provide a very flexible estate planning vehicle and have significant tax advantages for citizens and residents of the US, UK and Canada, because of the high degree of asset protection that they provide.
In a Hybrid, the initiators of the formation of the structure are Guarantors, who have liabilities of no more than US$100 whether from corporate expenditures or winding up fees. The Guarantors are never shareholders and as such do not experience taxable events when the Hybrid earns income. The shareholders are offshore entities as are the Directors. A guarantor has no voting rights and is not entitled to any dividends. Recent moves to curtail the flexibility of trusts on the North America continent could focus considerable attention on Hybrids as useful tools in offshore asset protection. Canadian taxpayers, for example, may avoid the Foreign Accrual Property Income (FAPI) rules by forming a Hybrid.
TRUSTS
Trusts are constituted under the International Trusts Act 1996, as amended by the International Trust Amendments Act 2002. Trust deeds are registered in a confidential government Trust Registry, whereupon an official Certificate of Registration is issued to the Settlor/Grantor. Key features of the current trusts regime are as follows:
A duly registered trust will not be rendered unenforceable because it was invalid under the laws of the Settlor/Grantor’s domicile or residence. Thus, forced heirship law and community property regimes can be avoided.
The traditional rule against perpetuities and the rule against accumulations are modified and clarified in the current legislation.
Purpose trusts, which are created for a specific purpose but without named beneficiaries, are allowed and statutorily prescribed.
The role and duties of protectors are specifically set out and clarified to account for recent case law.
Choice-of-law and conflicts-of-laws issues are anticipated and resolved in favor of the provisions of the International Trust Act.
A foreign (non-Vincentian) judgment against a registered International Trust (or its settler or beneficiaries) is not enforceable in Saint Vincent if the judgment was based on law inconsistent with the International Trust Act, 1996.
Actions against registered international trusts must be commenced within two years from date of creation of the trust.
A complaining creditor may satisfy his claim against the property of a registered international trust only if that creditor can show both that the settlor/grantor’s principal interest in creating the trust was to defraud him, that the disposition of property to the trust rendered the settler/grantor insolvent.
Traditional fraudulent conveyance laws (Statute of Elizabeth) are not applicable to registered international trusts.
The bankruptcy or insolvency of the settler/grantor under the laws of his residence or domicile will not affect a registered international trust.
An international trust may own one or more Saint Vincent International Business Companies.
Registered trustees fall within the definition of ‘financial institutions’ of the Proceeds of Crime Money Laundering Prevention Act 2001 and are thereby subject to its anti money laundering requirements.
INTERNATIONAL BANKS
Acquiring a Class I Banking License in St. Vincent and the Grenadines. St. Vincent & the Grenadines is considered a premier jurisdiction for securing a Class I international banking license for a number of reasons, including the following:
It is a clean jurisdiction that has not seen the problems that some other jurisdictions have experienced with their offshore banks. The due diligence work on the client(s) is done within 3 weeks. Approval is given by the Board of Directors at its very next meeting, following completion of due diligence. The fees associated with obtaining a banking license are some of the lowest in the Caribbean. The government has separated the promotional aspects of the work of the Offshore Finance Authority from its regulatory function. The Eastern Caribbean Central Bank (ECCB) now monitors offshore banks in St. Vincent & the Grenadines as it has monitored domestic banks for over 25 years. The deputy governor of the ECCB, who is a native of St. Vincent & the Grenadines is a member of the Board of Directors of the Offshore Finance Authority. The ECCB has the reputation of maintaining one of the strongest currencies in the world for the 9 states in the Organization of Eastern Caribbean States (OECS). The ECCB is viewed with respect all over the world and even the European Union sought information about this phenomenon before establishing the Euro.
Banks licensed in St. Vincent & the Grenadines are subject to the General Privacy Code of the Confidentiality Relationships Preservation Act, that makes it a criminal offense punishable with 5 years in jail and a fine of US$50,000 for disclosing anything about a client’s business anywhere in the world, unless it will help to solve a crime. There are only two other jurisdictions with this privacy code (viz., Anguilla and the Cayman Islands) and these are Overseas Territories of the United Kingdom. St. Vincent & the Grenadines is currently the only independent state, with a seat at the United Nations that has such a General Privacy Code. Most jurisdictions have special privacy codes that are not as sweeping in scope. The first step is to have a Registered Agent in the state to register an International Business Company (IBC). This IBC is then used as the vehicle for making the application. The IBC must name shareholders. Its shares cannot be Bearer shares, but must be Registered shares.
Following the formation of the IBC, the applicant(s) must submit, through the Registered Agent, a completed application form for a banking license. The applicant(s) must also provide due diligence information. We provide a list of the pieces of information required. The Offshore Finance Authority employs an investigating agency to do the due diligence work and this is normally completed within 3 weeks. Following the due diligence work, the Board of Directors of the Offshore Finance Authority considers its results and decides to recommend or not recommend the approval of the applicant to the government of the state, that has the final word.
The Offshore Finance Authority (OFA) now collaborates with the Saint Kitts-based Eastern Caribbean Central Bank, (ECCB), in the licensing and supervision of international banks. Although the OFA is ultimately responsible for granting all international bank licenses, the International Banks Act has been amended to provide for the ECCB to cooperate with the OFA in reviewing all bank applications as well as in ongoing supervision of banks. This is one of the many steps recently taken by the OFA to ensure that all its banks are well regulated and in compliance with the requirements of the laws and regulations that govern them.
All banks are subject to onsite inspections at least every 12 - 18 months. The Offshore Finance Inspector (Ag) Ms Louise Mitchell, has direct responsibility for banks. She works along with the OFA’S Banking Supervisor, Mr Dougal James. The Authority grants two Classes of Offshore Banking Licence: Class I Offshore Banking Licence; Class II Offshore Banking Licence. All Offshore banks applying for a licence to operate in St. Vincent and the Grenadines must submit a completed application (in duplicate) along with the prescribed fee to the Offshore Finance Authority. All applicants are required to complete a ‘fit and proper’ questionnaire. The following requirements apply to all banks that are issued with a licence to operate in St. Vincent and the Grenadine: they must establish a physical presence in the island; they must have local employees; there must be at lease one (1) local Director approved by the Offshore Finance Authority. The following condition also applies specifically to the different classes of Offshore Banks.
CLASS I. Non-refundable application fee of US$1,000.00. Each Class I bank must establish and maintain a capital fund with fully paid-up capital of not less than one million US dollars (US$1,000,000.00) or its equivalent in another currency. Class I banks are required to hold a deposit or invest the sum of five hundred thousand US dollars or its equivalent in another currency, in such a manner as the Authority may prescribe.
CLASS II. Non-refundable application fee of US$750.00. Each Class II bank must establish and maintain a Capital fund with fully paid-up. Capital of five hundred thousand United States dollars (US$500,000.00) or its equivalent in another currency. Class II banks are required to hold a deposit or invest the sum of fifty thousand United States dollars (US$50,000.00) or its equivalent in another currency in such a manner as the Authority may prescribed. Designate and notify the Authority by name a registered agent, which is not an official of the bank, to act as its registered agent in the state.
INTERNATIONAL INSURANCE COMPANIES
The procedure for registering an insurance company in St. Vincent & the Grenadines begins with the formation of an International Business Company (IBC). This company is then used as the vehicle for the application for a license to operate an insurance company. Following the formation of the IBC, we will submit your application, using the application form provided by the Offshore Finance Authority. This form may be found in a copy of the Insurance Regulations that we can provide for you. The Commissioner of Insurance in the office of the Offshore Finance Authority has the responsibility to review your documents for completeness and compliance. The results will be submitted to the Board of Directors of the OFA for approval or disapproval.
Your company may choose to operate from an office in St. Vincent. Rental of office space is lower than in the United States and Europe and staff salaries are in the range of US$500.00 - $550.00 per month. Rental of telephone lines is US$15.00 per month. Although directors may reside in the United States or Europe, you may require a local manager to supervise the operations of the company.
CLASSES OF INSURANCE LICENSES
Class I Unrestricted License permits the insurer to carry on any international insurance business, including long-term international insurance business.
Class II General License permits the insurer to carry on general international insurance business, but not long-term international insurance business.
Class III Association License permits the insurer to carry on general international insurance business and long-term international insurance business, with two or more owners of the insurer, and their affiliates, and to carry on no more than thirty percent (30%) of its international insurance business (based on net premiums written) with persons who are not owners of the insurer or their affiliates.
Class IV Group License permits the insurer to carry on any international insurance business, including long-term international business, with a single owner or that insurer and its affiliates, and employees of the owner or its affiliates.
Class V Single License permits the insurer to carry on any international insurance business, including long-term international business, including long-term international business, with the sole owner of the insurer, if a company, or with the beneficial owners of the insurer, if a trust.
IMPORTANT FACTS ON THE ST. VINCENT AND THE GRENADINES MUTUAL FUNDS
Mutual funds are regulated by the Mutual Funds Act, 1997 as amended by the Mutual Funds (Amendment) Act 1998, with Regulations issued in 1999. The Act provides for the licensing of both domestic and offshore mutual funds. There are essentially two categories of fund licenses, namely a private and accredited fund license and a public fund license.
The legal structure that can form the basis of a St. Vincent mutual fund includes an incorporated company, a partnership or a unit trust. It can include an umbrella type fund. Open ended, closed ended and integral funds are allowed. A Public Fund means a mutual fund, which offers any shares, it issues for subscription or purchase to any interested member of the general public. All public funds registered must publish a prospectus and file it with the Offshore Finance Authority. There are no capital adequacy requirements or minimum subscription limits placed on public funds. Also they must maintain accounting records and financial statements. Public funds that intend to do business with residents must also submit an offering document synopsis to the Offshore Finance Authority.
Private and accredited funds is the other category of license recognized by this Act. A private or accredited fund is a mutual fund that either has no more than fifty investors or issues shares on a private basis. An accredited fund issues shares only to accredited investors, with an initial investment of not less than USD 25,000. An accredited investor is one who has a net worth in excess of USD one million. All applications to carry on business, as a Public Fund or Private Fund must be submitted to the St. Vincent and the Grenadines Offshore Finance Authority to the attention of the Registrar of Mutual Funds.
Insofar as administrators and managers are concerned, they are required to apply to the Authority for a license to carry on business as administrators or managers. The Act provides that a natural person, any mutual fund, company, trusts or trustee may apply for a license to carry on business as administrators or managers. Applicants must show evidence that they have or have available to them expertise and resources necessary to carry out the business proposed. The applicant
Offshore Companies
INCORPORATE IN ST. VINCENT
£ 500.00
Company registration in the St. Vincent takes approximately 2 to 5 working days. The St. Vincent IBC incorporation fee includes:
Company name availability confirmation and reservation
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