The State of Saint Vincent and the Grenadines (“SVG”) is as an idyllic Island Archipelago in The Eastern Caribbean Sea made up some 18 islands known historically as The Windward Islands.
A former British colony, SVG gained independence from the British in 1979 but retains all the key signature traits common to most ex British colonies ie English is the first language, it boasts an English system of Law/Justice and it has retained the Westminster system of government (Britain’s monarch Queen Elisabeth is the head of state, represented locally by a Governor General).
Whilst the key pillar of the Economy remains tourism (SVG is a popular stop-off point for cruise ships) Financial Services is a key contributor along with agriculture (primarily banana farming). SVG is also a popular and growing International banking centre with a historical commitment to preserving privacy.
The following is a summary and brief overview of the statutory, legal and commercial environment in St. Vincent & the Grenadines (SVG) in relation to International Business Companies (IBC’s).
SVG is a common law jurisdiction. The legal system of St. Vincent & the Grenadines is similar in most respects to that of the United Kingdom. SVG’s court of final appeal is Her Majesty’s Judicial Committee of the Privy Council in London, England.
2 FORMS OF BUSINESS ENTITY
IBC – International Business Company
There are five variants of the IBC as follows:
1. Companies limited by shares
2. Companies limited by guarantee
3. Companies limited by guarantee and authorized to issue shares (ie a hybrid company)
4. Companies limited by shares and duration (“LDC” or limited duration company).
5. Unlimited companies
• The key piece of Legislation giving rise to the IBC Regime in SVG is The International Business Companies (Amendment and Consolidation) Act 2007 and its regulations (A copy of the Act can be accessed via the website of the SVG Financial Services Authority, www.svgfsa.com in the section entitled “Law and Regulations”.
The following information is required to form a SVG Company:
1. Company Name
2. Amount of Authorised Share Capital required (ie for Companies Limited by Shares or Hybrid Companies)
3. Type of shares required (both bearer shares and registered shares are permitted, thought bearer share certificates must be held in SVG by a licensed Custodian)
4. Class of shares (eg ordinary shares, shares of no par value, preference shares, redeemable shares, shares with or without voting rights etc.)
5. Due diligence information on ultimate beneficial owners
6. Consent of Directors to serve on Board of Directors
5 CAPITAL REQUIREMENTS
A company can have any authorized share capital if/as desired and formation fees are not affected by the level of authorized capital. Typically clients choose an authorized share capital of US$50,000-$100,000 but any number can be chosen. (For an explanation of what Authorised Share Capital is Click on this link: http://offshoreincorporate.com/faq/whats-the-difference-between-authorized-and-paid-up-share-capital/).
6 DIRECTORS AND OFFICERS
• A SVG company must have at least one director.
• Directors may be individuals or corporate entities.
• Directors are not required to be resident in SVG.
• Officers are optional.
7 CORPORATE DIRECTORS
• Corporate Directors are permitted
• No requirements to file annual accounts with any authority
• A SVG Company shall keep such accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company.
• Accounts do not have to be audited
9 SHAREHOLDERS / MEMBERS
• A company shall have at least one shareholder / member.
• Shareholders do not have to be SVG resident
• Shares may be held by nominees/trustees
10 CLASSES OF SHARES
11 ANNUAL GENERAL MEETINGS
• No requirement for annual general meetings of shareholders unless written into a company’s by-laws.
• Subject to the Articles or By-Laws of the IBC, the Directors may convene a meeting of the shareholders at such times and at such places as the directors consider necessary or desirable.
12 CORPORATE ACTIVITIES
Registered Agent & Office
• A SVG Company must have a SVG registered agent.
• A SVG Company must have a registered office which can (and usually is) the office of the Registered Agent.
Books and Records
• A SVG Company must have a share register which shall be kept at such place as the directors may determine
• A SVG Company shall keep:
(a) minutes of all meetings of
(iii) committees of directors,
(iv) committees of officers, and
(v) committees of shareholders; and
(b) copies of all resolutions consented to by:
(iii) committees of directors,
(iv) committees of officers, and
(v) committees of shareholders.
• The books, records and minutes referred to above shall be kept at the registered office of the company or at such other places the directors may direct in writing
• SVG Companies can elect to be tax exempt (no taxes) or to be taxed at 1% on its annual profits
• No rules in relation to location of board meetings. Board meetings can be held anywhere.
• No rules in relation to nationality of directors. Directors can be of any nationality.
• Company may convene meetings of the Board of Directors at such times and in such manner as deemed necessary or desirable by the Directors.
SVG recognizes transfer of domicile. Companies can be transferred into and out of the jurisdiction.
14 PUBLIC DISCLOSURE
• No requirement to file names of shareholders or directors with the Registrar when incorporating companies.
15 CORPORATE CAPACITY
A SVG Company can engage in all types of business except:
1. Banking Business (Acting as a Bank)
2. Mutual Funds Business (Acting as a Fund)
3. Insurance Business (Acting as an Insurance Company)
4. Trust Business (i.e. “Offshore Representation”–Acting as a Registered Agent, Trustee or Financial Fiduciary)
Special licenses are required if the company wishes to engage in any of the above activities (banking, insurance, etc.).
1. A SVG Company cannot offer its goods and services to persons resident in St. Vincent & the Grenadines.
• Commons Seals are optional
• Contracts may be entered into on behalf of an international business company as follows:
(a) a contract that, if entered into between individuals, is required by law to be in writing and under seal, may be entered into by or on behalf of the company in writing under the common seal of the company, and may, in the same manner, be varied or discharged;
(b) a contract that, if entered into between individuals, is required by law to be in writing and signed by the parties, may be entered into by or on behalf of the company in writing and signed by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged; and
(c) a contract that, if entered into between individuals, is valid although entered into orally, and not reduced to writing, may be entered into orally by or on behalf of the company by a person acting under the express or implied authority of the company, and may, in the same manner, be varied or discharged.
• Without affecting paragraph (a) above, a contract, agreement or other instrument executed by or on behalf of a company by a director or an authorised officer or agent of the company is not invalid by reason only of the fact that the common seal of the company is not affixed to the contract, agreement or instrument.
• A document requiring authentication or attestation by an international business company may be signed by a director, a secretary or by an authorized officer or agent of the company, and need not be under its common seal.
17 REGISTRATION OF CHARGES
• Charges on a company’s assets may be registered / filed with the Registrar. Filing of charges is optional.
OCI SVG COMPANY FORMATION SERVICES
At OCI we believe in giving you more for your money than would the average IBC formation service. Hence included in the incorporation package for your SVG Company is the following-
• Unlimited name availability inquiries
• Advice from an experienced International Corporate Lawyer on how to structure your company
• Preparation (overseen by a lawyer) of application to incorporate the company
• Preparation (overseen by a lawyer) of the company’s memorandum of association
• Preparation (overseen by a lawyer) of the company’s articles of association
• Attending to filing incorporation request with the company registry
• Attending to payment of government filing fees
• One year’s Registered Agent service in the country of incorporation
• One year’s Registered Office service in the country of incorporation
• Mailing address in the country of incorporation
• Delivery of Incorp pack by international courier (ie DHL/Fedex/TNT etc)
• Unlimited free legal consultations for 12 months
Documents included in your Incorp pack:
• Certificate of incorporation
• 2 sealed/stamped copies of the company’s Memorandum of Association
• 2 sealed/stamped copies of the company’s Articles of Association
• Resolution appointing first director/s
• Resolution appointing first shareholder/s
• Up to 5 share certificates
• Resolution to open a bank account
• Resolution to rent an office
• Resolution/s to engage a Phone, Internet & Website service provider
• Resolution to hire a staff member/s
• Resolution to appoint a company lawyer
• Resolution to appoint a company accountant
• Resolution appointing you as the company’s authorised representative in commercial negotiations
• Resolution issuing a Power of Attorney in your favour
• Agreement authorising you to represent the company in commercial negotiations
• Power of attorney authorising you to sign documents on behalf of the company
• Register of directors
• Register of shareholders
• Expression of wishes (ie an “Offshore” Will)
• Lawyer authored User Guide (“How to Use Your Offshore Company”)
Price (all inclusive): $US 1,300
With tax effective offshore company management (ie including Professional Corporate “Nominee” Director, Shareholder & Company Secretary): $ 1,700
Every effort has been made to ensure that the details contained herein are correct and up-to-date, but this does not constitute legal or other professional advice. We do not accept any responsibility, legal or otherwise, for any error or omission.