TCI's emergence as an important corporate domicile dates from the enactment of the Companies Ordinance 1981. The legislation, regarded as highly innovative, has since been much duplicated by other jurisdictions. It remains the keystone of TCI's financial services legislation and continues to be improved upon to meet the changing demands of the international business community.
The Ordinance provides for the registration in TCI of Ordinary Companies, Exempted Companies (IBCs), Foreign Companies and Limited Life Companies. (see "Limited Life Companies")
The TCI company is an extremely flexible vehicle and incorporators are unrestricted in defining capital structure and the rights and liabilities of members.
The Exempted Company, ideal for a variety of purposes, may be used to hold personal assets, to engage in international trade, to handle investments, or simply to undertake a specific task. The Exempted Company has, inter alia, the following attractive features:
1) Capital may be expressed in registered any currency.
2) No minimum paid -up capital is required.
3) It may issue bearer shares.
4) It may alter its structure or. capitalisation and may, subject to certain solvency requirements, redeem or purchase its own shares.
5) It is not required to make public details of its directors, officers or international shareholders.
6) It may have only one director who may be a corporation.
7) It is automatically issued with a certificate of tax exemption for a period of twenty years upon incorporation.
8) It may have a name in a foreign language.
9) Its name need not include the word "Limited".
REQUIREMENTS FOR REGISTRATION
The first step in registering an Exempted Company is the lodging of the Memorandum and Articles of Association with the TCI Companies Registry by the company's representative together with a declaration signed by the subscribers affirming that the business of the company will be carried on mainly outside TCI. The company must also nominate a representative resident in TCI for the purpose of service of process. A registration fee and thereafter an annual filing fee are payable.
The procedure for registering an Ordinary Company is identical, save that the declaration is not required. The Ordinary Company will generally be used by those wishing to carry on business within TCI or to acquire real estate in the Islands. Certain information is therefore required to be filed for public record purposes, including the names, addresses and occupations of shareholders, directors and officers.
The procedure for registering a Foreign Company is similar to that applicable to Ordinary Companies except that it must also nominate a representative resident in TCI for service of process.
The domicile of an existing overseas company may be transferred to TCI where the laws of the host domicile do not prohibit such a transfer. Similarly, a TCI- company may legally transfer its domicile from TCI to another jurisdiction
The legislation is modern, flexible and allows for a wide range of company structures and uses. In particular the Exempted Company is designed for the international investor and is attractive due to its minimal disclosure and administrative requirements. The Companies Registry offers same day clearance of names, same day registration companies and extremely competitive registration fees
The information provided was correct in July 1996.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.