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Anguilla Company Formation Frequently asked questions (FAQs)

1. An Anguilla IBC must have a Registered Office and a Registered Agent or not?

All international business companies (IBC) in Anguilla must have an Anguilla Registered Office and Anguilla Registered Agent. According to government regulations, all details about the company, including its directors and shareholders, must be kept at your Anguilla Registered Office as well as the Articles of Incorporation, complete financial records and the company seal. All records and financial information of your company are kept confidential and non-public as protected by Anguilla's confidentiality regulations.

Anguilla also requires all IBCs to have an Anguilla Registered Office for the duration of their existence on the register of companies and to operate in Anguilla. Furthermore, the person providing your company's office must have the necessary license to this service to avoid cases of illegal practice. When your Anguilla Registered Office provider no longer holds the license, your company is required to change its previously registered headquarters and immediately notify the Anguilla Registry.

An Anguilla Registered Agent representing your IBC, who is responsible for signing and filing the Articles of Incorporation, must meet the following requirements as prescribed by the Anguilla government:

  • Over 18 years old.
  • Must not have any criminal record.
  • Financial status must not be 'bankrupt'.
2. What is a meeting of shareholders or annual general meeting?

A meeting of shareholders or Annual general meeting is a gathering of a company's shareholders who are concerned about said company’s business activities and performance. The directors present a report detailing the company's past activities, its performance and any strategic plan for the future at these meetings. In addition, if there are any big changes such as new appointments to the board of directors, amount of dividend, or audit, the shareholders can vote on said issues.

3. Are there annual general meeting requirements of Anguilla IBC?

According to the Anguilla International Business Companies Ordinance, the company have total freedom to decide on when, where and how to conduct an annual general meeting. Therefore, unless requirements of Anguilla company, there is no need to hold an annual general meeting. And if they want to, the meeting can be held anywhere in the world. It does not have to be inside Anguilla.

The Ordinance also states that the directors can gather and meet at their own conveniences. Similarly, there is no obligation to hold any meeting of directors. And in case the board wants to conduct one, they can do it at any location globally and through the use of electronic devices if they want to.

4. Can annual general meeting of Anguilla IBC be held anywhere?

Yes. Both annual general meeting can be held anywhere in the world, at any time and in any manner that is convenient to the company. Depending on which jurisdiction the company is incorporated in, the rules of meeting of shareholders may vary. These are usually outlined in the laws of incorporation, memorandum, and articles of association for both public and private companies. These rules can detail how many days in advance shareholders must be notified of an upcoming meeting of shareholders or how to do the vote by proxy.

In Anguilla, when the company is incorporated, there should be the first meeting of shareholders and meeting of directors. During these first meetings, it can be freely agreed upon the way the future’s meetings will be conducted. This makes Anguilla a very convenient environment to start a business in.

5. Can meetings of directors and shareholders of an Anguilla IBC be held by written resolution?

The meetings of directors and shareholders of an Anguilla IBC can also be held by written resolution. These are all up to the company’s decision. The rules of meeting of shareholders can be decided in the laws of incorporation, memorandum, and articles of association when the company is incorporated. If it is convenient or if the owner of the company wishes for it, the meeting can be done in any legal way then want even by written resolution.

In Anguilla, it is perfectly legal and this makes this jurisdiction suitable for all types of business owner and director.

6. Is Anguilla a tax haven?

Anguilla is a tax haven in its truest sense. This British Overseas Territory offers the lowest tax rates in comparison to international standards. In particular, Anguilla income tax rate and corporate tax rate is 0% for both its residents and non-residents. In addition, other Anguilla taxes such as capital gains tax, inheritance tax, and gift tax are exempt for every company conducting business here. In order to manage the highly competitive tax rates, Anguilla’s government relies on custom duties and luxury tourism as the main incomes of the territory.

Being a reliable tax haven, Anguilla also provides businesses with nominee services without having to worry about the financial auditing or reporting process, along with another degree of confidentiality and privacy to an already exceptional offshore environment.

In Anguilla, Limited Liability Company (LLC) and International Business Company (IBC) are two of the most popular business structures. Both apply the same favorable tax rates, specifically:

  • Corporate tax rate: 0%
  • Income tax rate: 0%
  • Inheritance tax rate: 0%
  • Gift tax rate: 0%
  • Capital gains tax rate: 0%
  • Estate tax rate: 0%
  • Stamp duty rate: 0-5%.
  • Property tax rate: 0.75%
  • Land transfer tax rate: 5%
7. How to obtain a business license in Anguilla?

When starting a business in Anguilla, specific business licenses and permits are required by the law. The process of obtaining a business license in Anguilla may consume lots of time and effort from business owners.

The application for a business license in Anguilla for overseas investors normally include:

  • A filled out application
  • Business plan
  • Qualifications
  • Certificates and Articles of Incorporation
  • Police record within 6 months, passport
  • Provide at least 3 Character References or Testimonials other than your family members.
  • Statement of Financial Ability/ Bank Letter
  • A Due Diligence with your passport information.

Your application will be submitted to the Ministry of Finance for approval. Once the application is approved, the required Anguilla business license fees will be paid to the Inland Revenue Department (IRD). Upon receipt of payment, IRD issues a business license, which allows you to run your business legally in Anguilla.

By seeking advice and support from One IBC, getting an Anguilla business license will be much faster and easier. Contact us to learn more about incorporating and obtaining a business license in Anguilla.

8. Are Anguilla bearer shares permitted?

One of the most frequently asked questions by businesses when owning a company incorporated in Anguilla is “Are Anguilla bearer shares permitted?”. In Anguilla, International Business Companies (IBCs) can issue Anguilla bearer shares under the IBC ACT (R. S. A CI20). Anguilla bearer shares are subject to custodial services. The IBC Securities Depository Regulations provide that bearer shares are considered void if the shares are held by any person other than the legal custodian. The AML/CFT Regulations and Rules also mandate that the depository identify the beneficial owner of Anguilla bearer shares being held and maintain a register with the names and addresses of the beneficial owners of the shares.

In the case that a company may issue bearer shares, the owner of that company is the legal holder of the shares. Anguilla bearer shares are considered legal to use by individuals who wish to maintain privacy and anonymity, as long as they are not likely to be misused by those with malicious motives due to the ambiguity of them. As a result, the Anguilla Government is considering banning the issue of bearer warrants and requiring existing bearer stockholders to convert their bearer shares into common shares. This will increase transparency for companies in Anguilla and minimize the increasing illegal activities.

9. How much is the Anguilla business license fee?

Anguilla business license fees vary according to your type of business and are affected by factors such as stock value. Some business licenses cost only a few hundred dollars while some cost several thousand dollars.

All business licences in Anguilla are valid until December 31st of the year received. It means that you must renew your license annually. Don’t hesitate to call our hotline and get advice from us.

10. Who can attend shareholders' general meeting?

At Shareholders general meeting, a vote on company issues and/or the members of the board of directors takes place. For big corporations, this may be the only interaction between the shareholders and executives of the company. In the case of shareholders not being able to or do not wish to attend in person, they can usually vote by proxy (online or by mail). Also, there often is a “questions for the directors of the company” time during a Shareholders general meeting in which many issues can be raised directly to the people in charge.

The most commonly topics during a Shareholders general meeting include:

  • Summary of the previous meeting must be presented and approved.
  • Current fiscal year financial statements.
  • Election for the next year’s board of directors, vote by the shareholders.
  • Vote for the company's activities (payment of dividend, merger and acquisition for example).
  • The current board of directors’s explanation if last year’s performance was poor.

In general, these meetings are compulsory and done annually. However, there are exceptional cases such as significant problems or crises in which an extraordinary Shareholders general meeting may be called.

11. What is a board of directors meeting?

It is a formal meeting for the board of directors of a company (guest included). There is no legal requirement for this but holding this meeting at regular intervals has become such a common practice in the business world. Obviously, if the company only has one director, there is no need for the meeting of directors.

The first meeting is usually held within a month after the incorporation to set forward the vision, missions, responsibilities and liabilities in the company as well as voting for the chairperson. This meeting is overseen by the chairperson who is voted for by the other members of the board.

12. How does a meeting of directors work?

The board reviews the company’s performance, addresses significant issues and performs legal responsibilities. Generally, all directors have equal footing regarding the company’s matters therefore each one is entitled to one vote when a decision is put forward at a meeting of directors. However, there are special cases in which the articles state otherwise. If no consensus is reached (there is no majority of vote), the chairman is given the final say in said matter or the decision can be put on hold.

The official and legal record for a meeting of directors is called the minutes. It is a document finalized, approved and published according to the board’s rules and regulations. This is done by the company secretary. It is usually kept with the company registers or kept in electronic form. It is to be inspected by directors and auditors at any time but is not made public for everyone.

The most commonly topics during a meeting of directors include:

  • Appointing a new chairman, a secretary and assigning directors with new duties and responsibilities.
  • Issuing share certificates to shareholders.
  • Confirming any deadlines and other requirements such as licenses, record-keeping, accounting and auditing.
  • Suggestions and recommendations for other company’s activities such as finance, recruitment, marketing and advertising, and suppliers and service providers.

The chairman or an individual director can call for a meeting of directors. However, a notice of the meeting must be sent to all the directors beforehand. This notice has to detail: time, location and schedule, purpose of the meeting and proposed resolutions.

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