The State of Antigua and Barbuda is located in the Eastern Caribbean, south - east of Puerto Rico. Antigua measures 280 sq. km. and Barbuda measures 160 sq. km. Along with these two islands which make up the State of Antigua and Barbuda there is the islet of Redonda (1.6 sq. km., situated west of Antigua) which is uninhabited. The total population of the state is 66,970 (July 2001 est.), with approximately 60,000 people living on Antigua.
The Capital of Antigua is St. John’s (with just under 30,000 inhabitants), the capital of Barbuda is Codrington. The official language of Antigua and Barbuda is English. The country has an 89% literacy rate.
Antigua was discovered by Christopher Columbus in 1493. The first Europeans to establish a settlement in 1632 were the British and Antigua remained a British colony until 1967, except for a brief period when the settlement was occupied by the French. Antigua and Barbuda gained its independence on November 1, 1981 as an independent state within the British Commonwealth.
The political system is based on the British Westminster Model with Queen Elizabeth II,
represented by a Governor General, as titular Head of State. Executive authority is exercised by the cabinet under the leadership of the Prime Minister (the Prime Minister is appointed by the governor general, Council of Ministers is also appointed by the governor general, but on the advice of the prime minister). Legislative authority vests in a bicameral Parliament consisting of the Senate (17-member body appointed by the governor general) and the House of Representatives (17 seats; members are elected by proportional representation to serve five-year terms). The judicial branch is represented by the Eastern Caribbean Supreme Court (based in Saint Lucia).
Since the decline of the sugar industry in the 1960's, tourism has been the main contributor to the economy, accounting for sixty percent (60%) of the GDP. The offshore financial sector has been seriously hurt by financial sanctions imposed by the US and UK as a result of the loosening of its money-laundering controls. The government has made efforts to comply with international demands in order to get the sanctions lifted. Antigua and Barbuda was listed as a tax haven by the OECD in 2000.
Antigua is a member of the United Nations, the Commonwealth of Nations, the Organization of American States (OAS), the Organization of Eastern Caribbean States (OECS), the International Monetary Fund (IMF), and the World Bank.
The currency of Antigua and Barbuda is the East Caribbean dollar, which exchanges with the U.S. dollar at a rate that has remained fixed since 1976 of USD 1 = ECD 2.700.
The law of Antigua and Barbuda is based on English common law. The principal legislation, governing the offshore industry is the International Business Corporations Act. This Act was passed in 1982 and has undergone substantial amendments to enable the country to keep pace with the dynamics of the evolving offshore industry. The most recent amendments to the Act were passed in October, 1998 and these came into effect in November, 1998.
Incorporation in Antigua
It is possible to incorporate the following types of companies in Antigua: International Business Corporations, Holding Companies, Import/Export Companies, Shipping Companies, Finance Companies and some other.
To do business outside Antigua, an International Business Corporation (IBC) is incorporated according to the International Business Corporation Act, No. 28 of 1982, with amendments. IBCs can be used for practically any type of commercial trading activity, financial management, holding investment securities, ship ownership or real estate ownership, share ownership in other companies, leasing of assets.
There are very few restrictions on the activities of an Antigua IBC. At present, an IBC may not: carry on business with residents of Antigua, own real estate in Antigua, carry business as a bank or insurance/re-insurance company, agent or broker without an appropriate licence, as well as provide a registered office for other companies.
All IBCs must maintain a Registered Agent and a Registered Office in Antigua. Corporations are exempt from payment of all taxes for fifty (50) years including income and property tax on profits, securities, assets, dividends and interests.
Incorporation of an IBC
An IBC is formed by two incorporators who are citizens and residents of Antigua, at least one of whom must be an attorney. The incorporators sign and send the Articles of incorporation to the Director of International Business Corporations. Articles of Incorporation must contain the following information: name of corporation, registered office, classes and number of shares the corporation is authorized to issue, number (or minimum or maximum number) of directors, restrictions on business, other divisions, if any, names of incorporators. Upon formation of an IBC, a Certificate of Incorporation is issued.
The name of an IBC can be any name of choice, providing it is not the same as an existing registered company, and it must end in Limited, Corporation, Incorporated, Society Anonyme, Sociedad Anonima or Aktiengesellschaft; or their usual abbreviations: Ltd., Corp., Inc., S.A., A.S. or AG. Misleading names are not allowed.
There is no minimum capital requirements for an IBC. Usually corporations are incorporated with the authorized capital of USD1,000 divided into 1,000 bearer or registered shares of US$1 each. Corporations can issue shares in registered or bearer form, with or without par value. Bearer shares must indicate that they are not transferable to a resident of Antigua and Barbuda. A company may choose to have one shareholder, natural person or body corporate, resident of Antigua or not. There is no public share register and thus no shareholder or beneficial ownership disclosure.
An IBC can have a single director, natural person or body corporate, resident of Antigua or not. (In the case of banks, trusts or insurance companies at least one director must be a citizen and resident of Antigua and Barbuda). There are no citizenship or residence requirements for other officers of the company who may be appointed at the discretion of the company.
Annual reports and payments
An IBC is not required to file any annual returns, accounting or auditing of records in Antigua. Though there is a statutory requirement that the corporate records of the Corporation must be maintained at its Registered Office in Antigua and Barbuda.
Meetings of directors and shareholders may be held outside Antigua, with the exception of the Annual General Meeting and the Annual Board Meeting. Directors of the company are required to call the first annual general meeting of shareholders not later than 18 months after incorporation, and any next annual meeting must be convened not later than 15 months after the last preceding annual meeting. Telephone meetings are permissible as long as one (1) director is physically present in Antigua and Barbuda and shareholders may vote by proxy (Nominee local directors and nominee local shareholders can convene annual meetings with telephone participation by overseas directors and shareholders).
Annual government fee is US$300.00 per year.
OFFSHORE BANKS IN ANTIGUA
Establishment, licensing and activities of Offshore Banks are governed by the provisions of the International Business Corporations Act. Any International Business Corporation (IBC) may apply for a licence to carry on International (or "Offshore") Banking. The application must be made to the International Financial Sector Authority (IFSA). A Banking Licence can, generally, be issued within four (4) weeks of submission of completed application documents.
The minimum share capital of an offshore banks is USD5 million, USD1.5 million of which must be deposited and kept in a bank licensed to do business in Antigua and Barbuda. It is required that the directors of an offshore bank are natural persons and at least one of them is resident in Antigua and Barbuda.
As a condition of its licence, an offshore bank is required to submit financial returns to the Supervisor of banks every three (3) months. An audited financial statement must be filed annually, together with a certificate verifying current owners, directors and officers of the Bank.
Recently the Government enacted some amendments to the International Business Corporation Act and the Money-Laundering (Prevention) Act due to the international concerns about Money-Laundering and other illegal financial activities. Among these amendments are the following:
- all offshore banking affairs are subject to annual examination by designated Government Examiners,
- detailed customer and transaction records must be kept by all Offshore Banks,
- changes in the ownership and Board of Directors of Banks will require a prior approval of the IFSA,
- banks are prohibited from accepting bearer negotiable instruments,
- banks are prohibited from receiving or transmitting funds for persons who are not customers or account holders and
- each Bank must appoint a Compliance Officer who is responsible for ensuring the Bank's compliance with applicable laws.