The following is a brief summary of the significant features of an Anguillian Companies Ordinance Company ("COC") together with an outline of the incorporation procedure under the Companies Ordinance, 1994 as amended by the Companies (Amendment) Ordinance, 1998 (the "Ordinance"). The summary includes a schedule containing details of current Government fees.
SIGNIFICANT FEATURES OF COCS
COCs are used mainly as vehicles to conduct business in Anguilla as one of the prohibitions on International Business Companies is that they may not carry on business with persons resident in Anguilla. COCs are also used by persons wishing to carry on business outside Anguilla since these companies can be incorporated with a number of different corporate structures as follows:-
- Where the shareholders' liability is limited by shares.
- Where the members' liability is limited by guarantee.
- Where the shareholders' liability is limited by shares or guarantee.
ANNUAL GENERAL MEETING
An annual meeting of members is required.
PRIVATE AND PUBLIC COMPANIES
A) A Private COC;
- must limit the number of its shareholders to eleven;
- must have restrictions on the transfer of its shares; and
- is prohibited from inviting members of the public to subscribe for its shares.
A private company is exempt under the Ordinance from, inter alia, maintaining at its registered office a copy of its consolidated financial statements, the need to be audited, the need to prepare and maintain minutes of meetings of directors and resolutions of directors and committees thereof at its registered office.
B) There is no minimum shareholder requirement for a public company.
SUBSCRIPTION FOR SHARES
Subject to the Articles of Incorporation, the By-laws, an unanimous shareholder agreement and any pre-emptive rights, shares may be issued at such times and to such persons and for such consideration as the directors may determine.
FILING REQUIREMENTS
The filing requirements for COCs are more onerous than for International Business Companies. There are also different filing requirements depending on whether the company is a public company or a private company.
TAX
There is no income tax in Anguilla, therefore COCs are not subject to such taxation. COCs are, however, subject to stamp duty.
BEARER SHARES
COCs cannot issue bearer shares.
FORMATION
The constitutional documents of a COC are its Articles of Incorporation and By-laws. Under the Ordinance, only the Articles of Incorporation have to be filed at the Companies Registry along with the requisite incorporation fee.
Articles of Incorporation (the "Articles")
The following matters must be set out in the Articles for all three types of corporate structure permitted for COCs:-
a) Name
The name of a COC must end in the word "Limited", "Corporation", or "Incorporated" or any abbreviation thereof. Further, a private company may also use the following in place of the foregoing:
- "Sendirian Berhad" or "Sdn Bhd"
- "Société à Responsabilité Limitée" or "SARL"
- "Sociedad Anónima" or "S.A."
- "Besloten Vennootschap" or "B.V."
- "Gesellschaft mit beschrankter Haftung" or "GmbH"
- "Naamloze Vennootschap" or "NV"
b) Address
The address and mailing address of the first registered office in Anguilla.
c) Registered Agent
The name, address and mailing address, if any, of the first registered agent.
d) Limited Liability
Whether the company is limited by shares, guarantee or both. In the case of a company limited by shares and a company limited by shares and guarantee, the Articles must also include a statement that the liability of each shareholder shall be limited to the amount paid up on the shares held by him and in the case of a company limited by guarantee and a company limited by shares and guarantee, the Articles must also include a statement that the liability of each shareholder shall be limited to such amount as he may undertake by the Articles to contribute to the assets of the company in the event that it is wound up.
e) Shares
The classes and any maximum number of shares that the company is authorised to issue and the designations, rights, privileges, restrictions and conditions attaching to each class or series of shares, if any.
f) Restrictions on Transfer
If the right to transfer shares of the company is to be restricted, a statement to that effect and the nature of those restrictions.
g) Number of Directors
Unless the Articles provide for cumulative voting, the minimum and maximum number of directors and the name, nationality, address and mailing address of any individual or the name, country of registration address and mailing address of any corporation who or which has consented to be a first director of the company.
The Articles may also set out any provisions permitted by the Ordinance or By-laws to be set out in the By-laws of the company. The Articles are signed and filed by one or more incorporators.
By-Laws
The By-laws prescribe regulations for the company.
A COC does not have to register By-laws at the Companies Registry. By-laws may be made at any time before the organisational meeting of the directors by the incorporators of the company. Unless otherwise provided by the Articles, By-laws or unanimous shareholder agreement, the directors of a company may by resolution make, amend, or repeal any By-laws for the regulation of the business or affairs of the company. New By-laws or any amendment or repeal of an existing By-law must be submitted by the directors to the shareholders at the next meeting of the shareholders after the making, amendment or repeal of the By-law, and the shareholders may, by ordinary resolution, confirm, amend or repeal the By-law.
FEES
An annual licence fee is payable by all COCs. All non-resident companies pay an annual licence fee of US$280.00. For resident companies the fee is US$56.00. A list of the current incorporation fees is set out in the Schedule.
TAXES
Income Tax
There is no income tax in Anguilla and therefor COCs are not subject to taxation and dividends may be distributed free from any deductions.
Stamp Duty
A COC is liable to stamp duty in accordance with the provisions of the Stamp Ordinance and will, therefore, be liable to pay stamp duty on documents relating to transactions undertaken in Anguilla or transactions involving Anguilla entities or property. Shareholders will have to pay stamp duty on the transfer of shares effected by an instrument in writing. If the transfer is not by way of sale, the stamp duty is nominal.
STANDARD GOVERNMENT FEES (AS AT FEBRUARY 1999)
Government Fee on Incorporation
Private company US$ 300.00 Public company US$ 560.00
Maintenance for Subsequent Calendar Years
Annual Fees Private, non-specified private company outside Anguilla US$ 280.00 Other private, non-specified private company US$ 56.00 Public companies US$ 560.00
If you would like further information on Companies Ordinance companies or the other corporate vehicles available in Anguilla or details of how Harney Westwood & Riegels can help you with your incorporation enquiries, please contact J. Alex Richardson or Fiona A. Bada.
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