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Saint Vincent and the Grenadines: Country and Foreign Investment

International Business Company

The International Business Companies Act No.18 of 1996 and regulations SRO No. 33 of 1996 and their amendments governed the incorporation of International Business Companies in Saint Vincent and the Grenadines until 2008 when new International Business Companies legislation was passed.

The Saint Vincent and the Grenadines International Business Companies (Amendment and Consolidation) Act 2007 received Royal Assent on February 22nd.

Key features of the International Business Company are as follows:

  • No residency or nationality requirement for shareholders, officers and/or directors of Saint Vincent and the Grenadines IBCs.
  • Companies may be formed with as few as one shareholder who may be a natural person or a juridical entity.
  • Companies may be formed with as few as one director, who may be a natural person or a juridical entity.
  • No requirement for a company secretary.
  • IBCs may own land in the jurisdiction, although foreigners may require an alien landholding licence.
  • Exemption from taxation; under present regulations there are no personal income taxes, estate taxes, corporate income taxes or withholding taxes for Saint Vincent and the Grenadines IBCs.
  • Ability for IBCs to benefit from the Caricom Tax Treaty in return for payment of tax at 1% on annual profits.
  • No requirement for the filing of annual reports or accounts with any government authority in Saint Vincent and the Grenadines, expect for IBCs benefiting from Caricom tax treaties.
  • Authorized share capital may be denominated in any recognised currency.
  • No minimum capital requirement.
  • Shares may be issued fully paid, partially paid, or nil paid.
  • Company seal not mandatory.
  • Identity of beneficial owners, shareholders and directors not required to be filed in any public record unless the directors elect to do so.
  • Register of charges must be kept, but there is no requirement for this to be filed on public record.
  • Provision for continuation of companies to and from anywhere around the globe, and for local companies incorporated to migrate to the IBC register.
  • Streamlined procedures for Articles of Incorporation, mergers or consolidations with foreign corporations.
  • Shelf companies available.
  • Expedited incorporation process in as little as 24 hours subject to name availability and reservation.
  • Trustees of shares of Saint Vincent and the Grenadines IBCs held in an Saint Vincent and the Grenadines trust enjoy similar status to trustees of VISTA trusts in the BVI. Trustees have an overriding duty to hold the shares and have no duty to oversee the management of the underlying company, unless so provided in the trust deed or the Articles and By Laws.

The 2007 IBC Act also makes provision for the incorporation of segregated cell companies where pre-incorporation clearance has been obtained from the International Financial Services Authority, the local regulator.

The Act, like similar legislation in other jurisdictions, provides that such companies may be approved by the regulator where they are formed to be used as a mutual fund or a captive insurance company. However the Saint Vincent and the Grenadines Act goes further; approval may be given where the company is formed for any other purpose approved by the local regulator.

Under this last category, companies established for the purpose of owning, managing, and developing or investing in real estate (in any part of the world) will be approved for incorporation as segregated cell companies, provided certain strict criteria are met.

Fees are laid down by the International Business Companies Amendment Regulations 2003. The total IBC incorporation fee payable to the government is USD125, with an annual renewal fee of USD100 (2011).

By June 30, 2011, there were 7,868 IBCs registered in Saint Vincent and the Grenadines.

 

 

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