WHERE IS ANGUILLA?
Just one hundred and fifty miles east of Puerto Rico and close to the Virgin Islands, Anguilla is famous for its pristine beaches, abundant marine life, fine dining and world-class hotels. Only six miles north of the French/Dutch island of St. Martin/St. Maarten, Anguilla enjoys, through its neighbors, regularly scheduled links serviced by several major airlines, including KLM, Lufthansa, Air France, British Airways and American Airlines.
WHY INCORPORATE IN ANGUILLA?
MODERN AND FLEXIBLE LEGISLATION
The Companies Act (Revised Statutes of Anguilla, Chapter C65) and its complementary legislation, the International Business Companies Act (Revised Statutes of Anguilla, Chapter 120), The Limited Liability Company Act (Revised Statutes of Anguilla, Chapter L65) the Limited Partnership Act (Revised Statutes of Anguilla, Chapter L70), and the Protected Cell Companies Act (Revised Statutes of Anguilla, Chapter P105, together with other enactments (such as the Trust Act (Revised Statutes of Anguilla, Chapter T70 and the Anguilla Foundation Act, 2008) provide a comprehensive, up-to-date and effective system.
ANGUILLA’S COMMERCIAL ON-LINE REGISTRATION NETWORK (ACORN)
ACORN is a unique state-of-the-art companies registry system that was pioneered in Anguilla at end of 1998. It was developed by the Anguilla Financial Services Department, with technical assistance from the UK Companies Registry.
It allows instant electronic incorporation and registration of:
- Anguilla Business Companies
- International Business Companies
- Hybrid Companies
- Non-Profit Associations
- Public Companies
- Limited Liability Companies; and
- Limited Partnership
Using ACORN, companies can be incorporated instantly from anywhere in the world 24 hours a day, seven days a week and are effective immediately. The system is available to all licensed practitioners within Anguilla.
AVAILABILITY OF NAMES
It is becoming increasingly difficult in established offshore jurisdictions, where thousands of companies have been formed, to obtain the company name you want. As an emerging offshore jurisdiction, a wide choice of names is still available in Anguilla.
TYPES OF COMPANIES
THE INTERNATIONAL BUSINESS COMPANY (IBC)
The International Business Company is suitable when it is not intended to carry on business in Anguilla, because of its ease of formation and limited reporting requirements.
Such a company may have one or more directors, who may any legal or natural person(s) provided by First Anguilla Trust Company: it may purchase or redeem its shares and meetings may be held anywhere, by telephone or other electronic means.
Further, treasury and bearer shares are permitted and there are no financial audit or statement requirements; share register inspection is restricted to registered shareholders, and domicile can easily be transferred to and from Anguilla.
An IBC may be used in conjunction with other entities, such as a trust, or various forms for partnership.
THE ANGUILLA BUSINESS COMPANY (ABC)
Unlike the IBC, the ABC can do business within Anguilla as well as internationally. Since Anguilla is a zero-tax jurisdiction, the entity will be free of taxation unlike its equivalent in many other offshore jurisdictions. An ABC, therefore, may be used in preference to an IBC.
This entity is exempt from many filing and reporting requirements of a public company and may also be designed to function in conjunction with a trust created under the Trusts Act.
The ultra vires doctrine has been excluded and nominees may be used in place of principles. Further, there is provision for re-domiciliation of companies incorporated under the laws of other jurisdictions.
THE HYBRID COMPANY
A company formed under this provision may be limited by guarantee, or by both shares and guarantee. As such, it will have some of the features of both a partnership and a company. It is a particularly attractive vehicle in civil law jurisdictions that may not recognize the traditional common law trust concept.
Civil law jurisdictions may view a transfer to a trust as no more than transfer to an individual (with consequent gift or transfer tax implications) or so as void ab initio, thus defeating the very purpose of the transfer. The hybrid company can effectively separate shareholder members and limit the rights of the shareholders and guarantors so as to comply with the laws of the member’s domicile in the most tax-efficient way.
THE NON-PROFIT ASSOCIATION
This provides a structure for private clubs and associations engaged in charitable works and social purposes.
THE PUBLIC COMPANY
Such a company has all of the attributes and requirements of a company offering shares to the public.
THE LIMITED LIABILITY COMPANY
The Limited Liability Company Act provides for the operation of a limited liability company; also known as a limited duration company. This form of association has some of the features of a company, including the capacity to sue and be sued, separate legal identity, ability to own and transfer property and limited liability of members. It also has some of the features of a partnership and, if correctly structured, United States tax laws treat them as “pass-through entities”, so that only the members, and not the entity, are subject to tax.
This entity, based on a concept first enacted in Wyoming in 1977 and the subject of subsequent favorable IRS revenue rulings, has now been legislatively created in many states if the United States of America. The Anguillian legislation is modeled on the Wyoming and Delaware legislation. The Anguilla Limited Liability Company can comprise a minimum of one member and be of limited duration or have a perpetual life.
PARTNERSHIP LAW
Partnership legislation has also been modernized. It is sometimes useful to combine a company or trust with a limited partnership or partnership. A limited partnership in a particular can be an efficient vehicle for venture capitalists who wish to limit their exposure to management and partnership liability. The Limited Partnership Act provides a strengthened framework for such structures.
CONFIDENTIALITY IS PROTECTED BY LAW
Anguilla values its well-earned reputation as a law-abiding and well-regulated jurisdiction with a favorable business climate. Strict provisions have been enacted to guarantee the confidentiality of sensitive business records.
The governments of Anguilla and the United States have ratified a mutual legal assistant treaty that extends the exchange of information between them regarding activities considered criminal in both jurisdictions. The treaty is aimed specifically at keeping Anguilla free of the drug-related and money laundering taint that has afflicted some jurisdictions.
Anguilla has neither income tax nor currency exchange regulations. The determination of fees for a company structure is based on both the complexity of the structure and the degree of responsibility assumed by First Anguilla Trust Company Limited.
ABOUT FIRST ANGUILLA TRUST COMPANY LIMITED
Incorporated as a trust company in Anguilla in 1995, First Anguilla Trust Company Limited has established professional relationships with many international service providers including banks and investment advisors.
First Anguilla Trust Company Limited provides an extensive range of trust, estate and company administration services to local and international clients, both corporate and individual.
Additionally, the company provides registered office, registered agent, and management services for offshore companies, including provision of internet services and server facilities. It can also act as a trustee and serve as an executor, protector, nominee and escrow agent for trust and estate matters.