St. Vincent and the Grenadines *
We can help you incorporate in Saint Vincent and the Grenadines *
Limited Liability Company
Saint Vincent and the Grenadines (SVG) is an independent island state located in the Eastern Caribbean, recognized for its political stability and commitment to upholding the rule of law. Its legal framework supports a favorable environment for company formation and cross-border business operations such as the Limited Liability Company.
The legal structure of Limited Liability Companies (LLCs) in Saint Vincent and the Grenadines (SVG) offers a hybrid model that blends features of partnerships and corporations. These entities are particularly favored for their operational flexibility, member-limited liability, and exemption from domestic taxation when engaging in international business.
The regulatory foundation for LLCs in SVG is set out in the Limited Liability Companies Act, 2008, which defines the legal personality, governance, and tax status of these entities.
An LLC established in SVG is recognized as a separate legal entity distinct from its members. This separation provides personal liability protection—members are not generally liable for the debts or obligations of the company beyond their unpaid capital contributions.
One of the defining features of SVG LLCs is the high degree of structural freedom. There are no statutory requirements for appointing directors, company secretaries, or holding annual meetings. The entity can be operated with just a single member, and there is no minimum capital requirement at the time of formation.
The internal governance of an LLC is determined exclusively by the LLC Agreement, a private contract negotiated among the members. This agreement governs the rights, duties, and economic arrangements of the members and managers, providing much greater flexibility than is typically afforded under corporate law. For example, members may structure capital accounts, profit distributions, and voting rights in virtually any manner agreed upon in the LLC Agreement.
Management of the company can be exercised by the members themselves or delegated to one or more appointed managers. These managers can be individuals or legal entities. Unlike company directors under corporate legislation, managers of LLCs may have their fiduciary duties limited or waived altogether through express provisions in the LLC Agreement.
LLCs in SVG do not issue shares; instead, ownership is represented by membership interests. These interests can be varied and classified differently, allowing the members to tailor financial entitlements and management rights according to individual needs.
The Act also provides for the establishment of Series LLCs, a structure in which a parent LLC holds multiple separate “series” or cells. Each series can own distinct assets, have different business purposes, and comprise different sets of members or managers. Importantly, the liabilities of one series do not extend to others, which makes Series LLCs an effective tool for isolating risk across asset classes or business lines.
SVG offers a high level of privacy for LLC members. Unlike Business Companies (BCs), LLCs are not required to file details of their members or managers in any publicly accessible register. This non-disclosure enhances confidentiality while remaining compliant with international standards.
Additionally, LLCs are not mandated to prepare or submit annual financial statements, tax filings, or compliance reports to local authorities—an aspect that reduces the administrative burden of maintaining the entity.
A key advantage of forming an LLC in Saint Vincent and the Grenadines is the complete exemption from local taxation, provided certain criteria are met. In accordance with Part 12, Section 92 of the Limited Liability Companies Act:
“A LLC that complies with Section 9(2) shall not be subject to any corporate tax, income tax, withholding tax, capital gains tax, or any similar taxes on assets or income sourced outside the jurisdiction or in connection with administrative matters conducted within SVG.”
To qualify for this exemption, the LLC must not:
- Offer goods or services to residents of Saint Vincent and the Grenadines in the ordinary course of business;
- Own or hold interest in domestic real estate without first obtaining the necessary land-holding license;
- Conduct licensed activities (e.g., banking or insurance) without the appropriate regulatory approval.
Entities that satisfy these conditions are issued a certificate of tax and import duty exemption upon incorporation.
It’s important to note that LLCs are not subject to SVG’s Income Tax (Amendment) Act 2020 or the International Tax Cooperation (Economic Substance) Act, both of which apply to other corporate structures such as Business Companies. This means that LLCs are not subject to economic substance reporting or taxation on foreign-source income.
However, if an LLC wishes to benefit from regional tax treaties under CARICOM, it may elect to pay a 1% corporate income tax, thereby becoming eligible for treaty relief, such as double taxation agreements.
Although LLCs enjoy broad exemptions, they must still comply with a few core administrative obligations. Specifically:
- Registered Office and Agent: All LLCs must maintain a registered office and retain a licensed registered agent within Saint Vincent and the Grenadines.
- Annual Government Fee: An annual fee must be paid to maintain the LLC’s good standing. This is typically due in December each year.
- Recordkeeping: While there is no requirement to file accounts or financials, LLCs are expected to maintain internal accounting records that clearly document their financial position and activities.
No other filings, including tax returns, economic substance declarations, or membership disclosures, are mandated under current legislation.
The legal framework in Saint Vincent and the Grenadines provides strong protections against third-party claims on LLC assets. In the event that a member is subject to a personal judgment, the sole remedy available to a creditor is a charging order over that member’s economic interest. This means the creditor cannot seize or gain control over the LLC’s property or management rights. This provision acts as a protective barrier, preserving the operational integrity of the entity even in the face of personal legal disputes involving its members.
The Limited Liability Company structure in Saint Vincent and the Grenadines offers a unique blend of legal separation, structural flexibility, confidentiality, and tax neutrality. By removing many of the statutory constraints found in traditional corporate models, SVG’s LLC regime accommodates diverse business needs—from asset protection and estate planning to international trading and investment holding.
These attributes, combined with minimal compliance obligations and robust privacy laws, position SVG’s LLC as a practical and adaptable vehicle for cross-border commercial and private financial activities.
Legal *
Country code – VG
Legal Basis – Common law
Legal framework – Limited Liability Companies Act 2008 (As amended), Limited Liability Companies Regulations 2010
Company form – Limited Liability Company (LLC)
Liability - The liability of members is limited to the extent of their contribution to the capital.
Capital – There is no minimum capital required, and it may be in a nonpaid up basis.
Members – An LLC may be formed by one or more members who may be residents or non-residents and natural persons or corporations. Details of members are not publicly disclosed.
Manager – Manager(s) may be appointed by the members, although it is not mandatory. If no manager is named, the management of the LLC is in proportion to the percentage share of the profits of the members. Details of managers are not publicly disclosed.
Secretary – The company may appoint a secretary, but it is not mandatory.
Registered Address – A company shall appoint a licensed registered agent and shall have a registered address and office in Saint Vincent and The Grenadines.
General Meeting – There is no statutory requirement for any formal meetings of members.
Electronic Signature – Permitted.
Re-domiciliation – Inward and outward re-domiciliation is allowed.
Compliance – Companies must maintain accounting records, which may be kept in or outside of St Vincent and the Grenadines.
There is no requirement to file financial statements, annual returns or tax returns.
- Members not disclosed *
- Members not disclosed *
- Corporate members permitted * *
- Corporate manager permitted * *
- Local manager required * *
- Registered office or agent required * *
- Annual meeting required * *
- Redomiciliation permitted * *
- Electronic signature * *
- Annual return * *
- Audited accounts * *
- Audited accounts exemption * *
- Exchange controls * *
- Common law Legal basis *
- 1 Minimum members *
- - Minimum registered capital *
- - Minimum paid up capital *
- USDAny Capital currency *
- 100% Foreign-ownership allowed *
- 2018 AEOI *
Taxes *
Corporate Income Tax – Unlike International Business Companies, Limited Liability Companies (LLCs) enjoy a full tax exemption from any income taxes applicable in Saint Vincent. A certificate of exemption from taxes and import duties is issued by the Registrar at the time of incorporating the company.
Part 12, section 92 of the Limited Liability Companies Act provides that 91
(1) Notwithstanding any provisions of the Income Tax Act, a LLC which complies with the provisions of section 9(2) shall not be subject to any corporate tax, income tax, withholding tax, capital gains tax or other like taxes based upon or measured by assets or income originating outside the State or in connection with matters of company administration which may occur in the State.
For the avoidance of doubt, the above-mentioned section 9(2) provides that
(2) A LLC shall not—
(a) in the ordinary course of business, make its goods or services available to a person who is resident;
(b) without first obtaining any licence required under the Aliens (Land-Holding Regulation) Act, own an interest in real property situate in the State, other than a lease of property for use as an office from which to communicate with members or where books or records of the company are prepared or maintained;
(c) carry on any activity for which it requires a licence granted by the Authority, unless such a licence has been granted.
LLCs may voluntarily elect to pay 1% corporate tax to have access to the CARICOM double tax treaty.
Other taxes – Saint Vincent & The Grenadines levies personal income tax on tax resident individuals at progressive rates up to 32.5% on income accrued or remitted to the country exceeding XCD 10,000. Tax residents are individuals physically present in the country for at least 183 days in a year.
Real property tax is levied at a 5% rate on the market value of the property. There is a transfer tax on the sale of immovable property at 5% for both the buyer and the seller. There are no inheritance and wealth taxes.
- Tax transparent entity * *
- 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 *
- - 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 *
- 15% VAT Rate *
- 31 Tax Treaties *
Country details *
Saint Vincent and the Grenadines is an island country in the Americas, member of the Commonwealth and CARICOM, located to the north of Venezuela and the island of Granada, in the chain of the Lesser Antilles of the Caribbean Sea. Its territory of 389 sq. km comprises the main island of St Vincent and two-thirds of the north of the Grenadines archipelago. The country is inhabited by 103,000 people.
Its capital and the most populated city is Kingstown, located on St Vincent island. Its official language is English, although part of its population also speaks the St Vincent Creole, an English-based Creole with elements of French.
Its official currency is the Eastern Caribbean Dollar (XCD), which is pegged to the US Dollar (USD) at a 2.7:1 ratio. The US$ is also widely accepted.
Saint Vincent and the Grenadines is a parliamentary democracy within the British Commonwealth of Nations. The British monarch is head of state and is represented on the island by a Governor-General, a position with ceremonial functions. Government control rests with the Prime Minister and Cabinet.
Saint Vincent and the Grenadines is a full member and participant of the Caribbean Community (CARICOM), the Organization of Eastern Caribbean States (OECS), the Bolivarian Alliance for the Americas (ALBA). The community of Latin American and Caribbean States (CELAC), Organization of American States (OAS)
St. Vincent’s main economic activities are the export of agriculture products -bananas, root crops, arrowroot, and exotic fruits, in addition to construction, tourism - Grenadines is a top destination of the up-market yachting crowd - offshore financial services and the issuance of postage stamps.