(a). Incorporation of Companies under the Companies Act of 1995.

The Companies Act introduced new fiscally transparent entities which seek to combine the benefits of the corporate vehicle with tax transparent qualities. The domestic corporation established under the Companies Act is one such entity.

Pursuant to the Companies Act, the word “limited”, “corporation” or “incorporated” or the abbreviation “ltd.” or “corp.” or “inc” shall be the part of the name of every company.

A company usually takes at least five (5) working days to incorporate from the approval of the name search and/or name reservation to the filing of articles of incorporation and by-laws.

To assist you in the incorporation of a domestic company, kindly download the Application Form for the Incorporation of a Domestic Company under the Companies Act of 1995, complete the form and submit it to NMSL.

(b). Registration of External Companies under the Companies Act of 1995

Any company incorporated in a jurisdiction outside of Antigua and Barbuda that is desirous of conducting business in Antigua and Barbuda must be registered as an external company under the Companies Act.

The registration of a foreign company as an external company requires the completion by the external company directors/officers of several documents. The actual registration process takes at least one (1) week following filing of the various documents with the Company Registry.

NMSL assists you in the registration process by preparing all necessary documents and forwarding them to the client by e-mail or facsimile for review and approval prior to submission for incorporation. However, before doing so NMSL requires faxed copies of the following company documents (issued by the jurisdiction in which the company was originally incorporated):

• Certificate of Incorporation;
• Articles of Incorporation;
• Memorandum of Association;
• By-laws;  
• Certificate of Good-standing; and
• Any amendments to original documents.

All documents must be filed in English. If original documents are not in English, a notarily certified translation of all relevant documents listed below must be provided.

Annual Returns
An Annual Return in the prescribed form must be filed by the 1st day of April each year containing information up to the 31st December of the preceding year and accompanied by the prescribed fee.  The Annual Return must be signed by a director or authorized officer of the Company.

Corporate Tax
Companies registered as External Companies under the Companies Act are normally required to pay corporate tax at the rate of 35% per annum.  Under the Merchant Shipping Act of 2006, as amended, external companies which own ships registered in Antigua and Barbuda are exempted from the payment of income tax, capital gains tax or any other direct tax or impost that may be levied or collected in Antigua and Barbuda in respect of their shipping business for a period of fifty years.

(c). International Incorporations under the International Business Corporations Act 1982, as amended.

The prevailing legislation provides for speedy formation of International Business Corporations (IBCs) at very competitive charges. Incorporation is usually completed within 48 hours.
Some of the benefits provided to international companies formed under the IBC Act include:

• Full exemption of all direct taxes for a period of fifty years in respect of any international trading, investment or commercial activity including withholding taxes and stamp duties;
• No minimum capital is specified for an IBC and shares may have a nominal or no par value;
• Transfer of the charter of an IBC to a foreign jurisdiction, or vice versa, is explicitly permitted; and
• The board of directors of a corporation may consist of a single member.

Every IBC must have a registered office and a service provider in Antigua and Barbuda. The service provider is responsible for paying the annual government fees and keeping the company in good standing. The supervisory body of the international financial services in Antigua and Barbuda is the Financial Services Regulatory Commission(www.fsrc.gov.ag).

The total cost for an IBC formation (including the government license fee) is typically USD$1,500, with an annual maintenance fee of USD$600. If the applicant for an IBC wishes to have a service provider act as its corporate director, an additional fee will be charged, between USD$500 and USD$1,200 for each director (see attached fee schedule).

For NMSL to assist in the incorporation of an International Business Corporation, kindly download the Application Form for the Incorporation of an IBC under the International Business Corporations Act of 1982, complete the form and submit to NMSL.