Formation of an International Business Company (“IBC”)
Formation of an IBC is a relatively straightforward process. First you need to select a registered agent – ADCO being the most experienced. The RA will provide you with a list of the information required and then they take it from there. Assuming all relevant information and documentation is provided to us, can be accomplished in about 1 hour, with hard copies of the incorporation documents available from the Registry the next working day.
Where that is not fast enough the Registry is usually quite helpful in providing scans of the Certificate of Incorporation to the RA immediately upon registering the incorporation.
Where that is still not fast enough, your RA may be able to provide you with an already incorporated company ( commonly called a “shelf company”) for your use. As the oldest RA firm on the island our inventory of shelf companies is arguably the largest and most varied in age.
To incorporate a new company you will need to provide the following information:
- Proposed name of company (we recommend that you submit three choices in order of preference). Note that all company names must end in one of Limited, Ltd., Incorporated, Corp or Inc. Foreign language equivalents are allowed, some of the more popular being S.A. or Gmbh.
- Authorized Capital. This is the number of shares that the company will upon incorporation be able to issue. Multiple classes of stock are also allowable. The number of shares and / or classes can be altered after incorporation if required. Shares may be either par value or of no par value. Please note that St. Lucian law does not allow for the issue of bearer (i.e. anonymous) shares. here the client has no preference we form companies be formed with 1,000 shares of US$1.00 par value.
- Issued Capital. This represents the actual number of shares that the company issues. Because these need to be paid for by the shareholders (at the par value per share) we generally recommend that 100 shares be issued. This leaves 900 additional shares that can be issued when and if circumstances require.
- Shareholders. The names and addresses of each shareholder and how many shares they are to receive.
Board of Directors
- The minimum and maximum number of people that will form the Board of Directors for the company. The law requires a minimum of 1 director and sets no maximum. We have found 5 to usually be sufficient for most companies. Please note that this figure can be amended at a later time if necessary and also that the positions do not all need to be filled.
- The name, citizenship, address and occupation of each Director.
- There is no requirement that officers be appointed in the company. In practical terms however, a company generally needs either a President or a Managing Director to lead its operations and a Company Secretary to maintain its minute book. These roles can be filled by any person the shareholders so desire, including a shareholder or a director.
- The Company Secretary is inmportant in that the company must have an individual (or a Corporate Secretarial Company such as ADCO) who is responsible for ensuring that the IBC conducts all of the meetings of the shareholders and directors required of it under the law, maintains the minute books and ensures the share register is current. Adco’s team of professionals offers this service to many IBC clients, freeing the shareholders and directors to concentrate on their business.
Registered Office and Agent
- The law governing IBC companies requires each company to have a registered office and a registered agent in St. Lucia. This is similar to company law in most parts of the world in that a company is recognized as an existing legal entity apart from its owners and therefore it must reside somewhere, its registered office. Similarly, in the event that the Government, the Courts or creditors need to serve notice of some action against the company, there must be an individual in St. Lucia who can receive the notice. This is the registered agent. Adco provides these services to all of its IBC clients and forms part of our standard incorporation package.
- In keeping with international anti-money laundering efforts, Adco makes every effort to ensure that we know who our clients are and that they are legitimate people doing legitimate business.
- To this end, we require two letters of reference (one of which must be from a recognized banking institution) for each shareholder of more than 10% of the issued stock as well as for each director and officer.
- We also require a certified copy of the passport and proof of address for each director, officer and shareholder
- Incorporation of IBC: US$ 500
- Provision of Registered Agent & Office US$ 300
- Government Registration Fee US$ 300
- Provision of Company Secretary (ADCO) US$ 250
- Provision of Local Director: Varies between US$375 to$500 ( higher for licensed entities)
All fees, except initial incorporation are per annum and represent the basic charge for the service. Fees for professional services provided (amendments of articles, conducting of annual general meetings, preparation of minutes, change of directors etc.) are billed on a time-spent basis.
Accounting & Legal Assistance
Adco can also provide book-keeping and accounting services which are overseen by our Managing Director, a Chartered Accountant, and also arrange for auditing of the company’s records where desired. No statutory duty exists to have the IBC’s financial statements audited unless it is licensed as a Bank, Insurance company or Public Mutual Fund however IBCs are frequently part of an overall larger corporate structure which may require that all of its components be audited.
Where situations call for legal advice we turn to our sister firm, Gordon , Gordon & Co., the preeminent law firm in St. Lucia.
We hope that you have found this brief introduction to be helpful in providing the basics of IBC formation. We look forward to working with you. Please do not hesitate to contact us if we can be of further assistance.