International Business Corporation (Company limited by shares)
Antigua and Barbuda offers the traditional services of an Offshore Financial Center, including the formation of Antigua offshore companies, bank accounts and the provision of financial services.
As a former British colony, Antigua's legal system embodies the principle of English statutory and common law.
Antigua International Business Corporations (IBCs) are established in accordance with the International Business Corporations Act. These entities are structured as share-capital companies, where ownership is represented by shares held by shareholders.
There is no requirement for a minimum share capital. As such, a company can be incorporated with just one share— and shares may be either with a par value or a no-par-value share priced at USD 1.
The term “par value” refers to the base amount at which a company may issue shares. Nonetheless, shares may be issued at a premium—meaning at a price above their par value. For example, a share with a par value of USD 0.01 could be sold for USD 1, resulting in a premium of USD 0.99 per share.
Companies also have the option to issue shares without a par value.
The governance of IBCs is outlined in their Articles of Incorporation and Bylaws. A board of directors, appointed by the shareholders, is responsible for managing the company. This board may consist of one or more individuals or corporate entities. Directors have authority to sign contracts and legally bind the company. Both directors and shareholders may be of any nationality and residency, as there are no nationality restrictions imposed.
From a tax perspective, the Miscellaneous Amendments Act modifies the International Business Companies (IBC) Act by repealing Sections 270 through 281, which had previously granted tax-exempt status to IBCs. Under the revised legislation, IBCs that are considered tax residents of Antigua—or that maintain a permanent establishment within the country—are now subject to income tax at the standard rate of 25%.
While capital gains remain untaxed, other types of income—including business (or trading) income, dividends, interest, and royalties—are liable to taxation under this new framework.
On the other hand, if an IBC is not deemed a tax resident in Antigua and Barbuda, and does not operate a permanent establishment there, it will not be subject to Antiguan taxation. A company is regarded as non-resident for tax purposes as long as its effective place of management—that is, where strategic decisions are made, such as through board meetings—is located outside Antigua and Barbuda.
A permanent establishment may arise if:
-
the IBC has a fixed presence in Antigua, such as an office, branch, place of management, or employees operating locally; and/or
-
there is a dependent agent in Antigua who habitually concludes contracts on behalf of the company within or from the country.
For those looking to establish a company in Antigua, the process typically begins with obtaining approval for the proposed company name from the Financial Services Regulatory Commission (FSRC), which usually takes about 2 to 4 business days. Once the name is approved, the constitutional documents and application forms are filed, and the FSRC generally requires an additional 3 to 5 days to issue the Certificate of Incorporation and provide the stamped Articles of Incorporation, finalizing the registration process.
Legal
Country code – AG
Legal Basis – Common law
Legal framework – International Business Corporation Act (As amended 1995-2018)
Company form – International Business Corporation (IBC) (Company limited by shares)
Liability - The liability of a shareholder to the company is limited to any amount unpaid on a share held by the shareholder.
Business restrictions – IBCs may be incorporated by either residents or non-residents and may invest in, trade with or provide services to persons within Antigua and Barbuda provided that they apply for a certificate and registration to do so.
Share capital – There is no established minimum capital requirement. The authorized share capital is usually US$50,000. The minimum issued capital may be one share of no par value or one share of par value. Issued shares may be paid, unpaid or partly paid. Shares may be of par value or of no par value. Preference shares, redeemable shares and shares with or without voting rights are permitted.
Shareholders – The company may be formed by a minimum of 1 shareholder, who can be an individual or a corporation and may be non-resident. Details of the shareholders are not disclosed on a public file.
Directors – At least one director is required, who may be a natural person or a legal entity and may be non-resident. Details of the directors are not disclosed on a public file.
Secretary – The appointment of officers is not mandatory although it is customary to appoint at least a Secretary. Officers are appointed by the Board of Directors and must be natural persons.
Registered Address – IBCs must have a registered office and registered agent who may be corporate body or individual, and must be resident in Antigua & Barbuda. Copies of the Articles of Association, Memorandum of Association, and Certificate of Incorporation must be kept at the Registered Office.
General Meeting – Annual general meetings are not mandatory and can be held anywhere. Meetings can be held by telephone or other electronic means; alternatively, directors, as well as shareholders, may vote by proxy.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can continue as an Antigua and Barbuda IBC, and vice versa.
Compliance –A company is required to keep financial records, which should reflect the financial position of a company. A corporation must keep at its registered office a copy of the financial statements of each of its subsidiaries whose accounts are consolidated in the financial statements of the corporation.
There is no requirement to file audited accounts or tax returns with the authorities if the company is conducting business exclusively outside of Antigua.
- Shareholders not disclosed
- Directors not disclosed
- Corporate shareholders permitted
- Corporate directors permitted
- Local director required
- Secretary required
- Local secretary required
- Annual general meetings required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum shareholders
- 1 Minimum directors
- - Minimum issued capital
- - Minimum paid up capital
- USDAny Capital currency
- Anywhere Location of annual general meeting
- 2018 AEOI
Taxes
Corporate income tax – The Miscellaneous Amendments Act provides an amendment to the IBC Act by deleting articles 270-281 of the IBC Act which previously provided a tax exemption for IBCs. IBCs that are tax resident in Antigua (or constitute a permanent establishment in Antigua) would now be taxed on profits at the general tax rate of 25%. Capital gains are exempt from taxes but ordinary income (trading income), as well as dividend income, interest income and royalties are subject to tax.
However, if the Antigua IBC is not tax resident in Antigua or does not constitute a permanent establishment in Antigua, no tax in Antigua applies. An IBC will not be tax resident in Antigua and Barbuda as long as its place of effective management (the place where the directors make decisions e..g board meetings) is not in Antigua and Barbuda.
- A permanent establishment can be constituted if -
the company has a place of business, place of management, a branch, an office in Antigua (e.g. employees working in Antigua); and/or - the company has a dependent agent in Antigua who regularly exercises the authority to conclude contracts on behalf of the company in or from within Antigua.
Other taxes – Antigua and Barbuda does not levy direct personal taxes. Personal income, as well as, capital gains, net wealth and inheritances are not subject to taxation.
There is a real property tax from 0.1% up to 0.5% on the assessed market value of the property and a stamp tax on the sale of real property, which is 7.5% for the vendor and 2.5% for the purchaser. Non-residents sellers are subject to stamp tax of 5% on the appreciation in value of the real property.
Non-resident purchasers need to obtain an alien landholding license at 5% of the value of the property.
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 25% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 0 Losses carryforward (years)
- 0% Personal Income Tax Rate
- 31 Tax Treaties
Country details
Antigua and Barbuda is a Central American country part of the Commonwealth. Formed by several islands to the east of the Caribbean Sea. The country is located on the Lesser Antilles and borders the island of Guadalupe to the south, Montserrat to the southwest, Saint Kitts and Nevis to the west and San Bartolome to the northwest. Saint John, located on the island of Antigua, is its capital, its most populated city, and its main port. Its official currency is the East Caribbean Dollar (XCD), which is pegged to the US$ at a 2.7:1 ratio.
Antigua and Barbuda is a unitary, parliamentary, representative democratic monarchy, in which the Head of State is the Monarch who appoints the Governor General as vice-regal representative. Charles III is the present King of Antigua and Barbuda, having served in that position since the death of his mother, Elizabeth II. She had been the queen since the islands' independence from the United Kingdom in 1981.
Antigua and Barbuda is a beneficiary of the U.S. Caribbean Basin Initiative that grants duty-free entry into the United States for many goods. It is a member of the Caribbean Community and Common Market (CARICOM) and the CARICOM Single Market and Economy (CSME). Antigua is a member of the World Trade Organization (WTO), WIPO, UNCTAD, among other international institutions.
Its main economic sector is tourism, which accounts for approximately 60 percent of the GDP and 40 percent of investments. The agricultural sector is domestic-oriented, mainly of sugar cane, cotton and fruits and considerably limited by its reduced water supply. Other important economic activities include oil refining, textile, carpentry, rum production, beer, cement, local crafts, and furniture.
The country enjoys a high standard of living, well-educated workforce and high average life expectancy.
Antigua is also an offshore financial center, with a legal and tax framework advantageous for the establishment of International Business Companies, which are fully tax exempt, provided that no business is done within the territory. Antigua also offers an Economic Citizenship Program, where it is possible to obtain a second passport through an investment.