Business Company (Company limited by shares)
Anguilla, a British Overseas Territory in the Eastern Caribbean, has become a recognized jurisdiction for the formation of international business entities. Known for its legal stability and political reliability, Anguilla offers a favorable regulatory environment without the heightened scrutiny often directed at other offshore financial centers.
One of the most commonly used corporate vehicles in Anguilla is the Business Company (BC), which is governed by the Anguilla Business Companies Act (BCA). These entities are comparable to corporations limited by shares in other common law jurisdictions and are particularly suited to commercial activities involving capital raising, holding structures, or eventual public listings.
Business Companies are separate legal entities distinct from their shareholders. This means that the company can own property, enter into contracts, and sue or be sued in its own name. Shareholders enjoy limited liability, meaning their financial exposure is typically limited to their capital contributions.
Shares issued by a Business Company represent ownership and typically carry rights to vote at shareholder meetings, receive dividends, and participate in the appointment and removal of directors. While different classes of shares may be issued with varying rights, each must be set out clearly in the company’s constitutional documents.
Business Companies must be authorized to issue at least one share, and one share must be issued at incorporation. There is no statutory requirement for minimum authorized or paid-up capital beyond this, which offers flexibility in structuring the company’s equity. Authorized share capital can be increased at any time through a formal amendment of the Articles of Incorporation.
Both par value and no par value shares are permitted under Anguillan law. A par value denotes the minimum price at which a share can be issued, but shares can also be issued at a premium. For instance, if a share has a par value of USD 0.01 but is issued for USD 1.00, the premium portion (USD 0.99) can be treated as share premium. Notably, this premium does not factor into the calculation of government incorporation or maintenance fees. It may also be distributed to shareholders under certain conditions without needing to reduce the company’s capital, avoiding more complex corporate procedures.
The governance structure of a Business Company is defined by statute and supplemented by the company’s own internal rules. A BC must have at least one director and one shareholder, who may be either a natural person or a legal entity. These individuals or entities may be of any nationality and do not need to reside in Anguilla. A single person may fulfill both roles, which simplifies the formation process and subsequent administration for closely held companies.
There is no legal obligation to appoint a company secretary, nor are there specific requirements regarding the holding of physical board meetings unless stipulated by the company’s own governing documents. Management is typically exercised by the board of directors, who are responsible for the overall direction and control of the company’s affairs.
Corporate compliance obligations are minimal. Unless the company engages in certain regulated or substance-relevant activities, it is not subject to statutory audit requirements or the filing of annual financial statements. Corporate records may be maintained outside Anguilla, and administrative functions can be performed from anywhere in the world.
Anguilla maintains a tax-neutral status, meaning that there are no local taxes on income, capital gains, profits, dividends, or estates. This applies equally to resident and non-resident individuals and legal entities. The jurisdiction does not levy withholding taxes, making it attractive for international structures involving cross-border dividend or interest flows.
This tax framework allows Business Companies to operate without local fiscal burdens, though it is essential to recognize that foreign tax obligations may still apply in jurisdictions where income is sourced or where shareholders are resident.
To align with evolving international tax governance standards, particularly those developed by the OECD and EU, Anguilla has introduced economic substance legislation. This framework applies to entities engaged in certain predefined “relevant activities,” which include:
- Banking
- Insurance
- Fund Management
- Financing and Leasing
- Headquarters Businesses
- Shipping
- Intellectual Property (IP)
- Distribution and Service Centers
- Pure Equity Holding Companies
Business Companies involved in these activities must demonstrate that they have adequate “substance” in Anguilla. This includes being directed and controlled from within the jurisdiction, maintaining appropriate physical office space, incurring adequate local expenditures, and employing sufficient staff commensurate with the scale of their operations.
Companies engaged in high-risk IP businesses, such as those that acquire intellectual property from affiliates and license it back to related entities or derive income from affiliate-performed functions, are subject to enhanced substance requirements. These businesses must provide evidence of significant development, maintenance, and exploitation activities taking place in Anguilla.
By contrast, pure holding companies, which only derive income from dividends or capital gains from equity investments, are subject to reduced substance criteria. In these cases, minimal local presence—such as a registered office and local compliance—is generally sufficient.
Entities within the scope of the economic substance regime must submit annual returns outlining their relevant activities and the steps taken to comply with substance obligations. Companies that can prove tax residency and sufficient economic presence in another jurisdiction may be exempt from Anguilla’s substance rules.
Anguilla’s Business Company offers a straightforward, flexible, and cost-efficient corporate structure, particularly well-suited to cross-border commercial activities, holding arrangements, and capital markets entry. With a modern legislative framework, robust legal protections, and a clear regulatory environment, Business Companies in Anguilla combine the benefits of corporate personality and limited liability with minimal administrative burdens.
Legal *
Country code – AI
Legal Basis – Common law
Legal framework – Business Companies Act
Company form – Business Company (Company limited by shares)
Liability - The liability of the shareholders is limited up to the amount of the shares they hold.
Economic Substance – Business Companies conducting the following activities are required to have certain physical presence requirements and conduct their core income-generating activities within Anguilla:
Banking, Insurance, Fund Management, Financing and Leasing, Distribution and Service Center (purchasing goods from or providing services to affiliates), Shipping, Intellectual Property, Headquarters, and Holding Companies.
Companies required to meet the economic substance test will need to be controlled and managed from Anguilla and have adequate premises, amount of expenditures and number of employees in Antigua, according to its business activity and size. Companies deemed to be conducting a high-risk intellectual property business will be subject to enhanced substance requirements.
Companies subjected to have economic substance will be required to file an annual return reporting certain information for the regulator to assess if it has met the prescribed requirements. An Anguilla company will be exempted from economic substance if it proves its tax residency and substance in another jurisdiction.
Share capital – There is no minimum share capital. There is no statutory requirement for capital to be fully or partly paid on incorporation.
Shareholders – Business companies may be formed by one or more shareholders, who can be either natural or legal persons, residents or non-residents. Details of shareholders are not publicly disclosed.
Directors – At least one director is required, who may be a natural person or a legal entity, resident or non-resident. Directors’ details are not available to the public.
Secretary – The appointment of a secretary is not required.
Registered Address – An Business Company must have a registered address in Anguilla, provided by a licensed registered agent.
General Meeting – Annual general meetings are not mandatory, can be held anywhere, and may be conducted by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy.
Electronic Signature – Permitted.
Re-domiciliation – A foreign entity can be re-domiciled as an Anguilla BC, and vice versa.
Compliance – Business Companies are required to keep accounting records and underlying documentation, but its location can be freely determined. An annual return disclosing basic information about the company and its financial position must be submitted annually.
- 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 *
- 2017 AEOI *
Taxes *
Corporate income tax – Anguilla does not levy corporate income tax on both resident and non-resident companies. There are no taxes on capital gains and investment income. All dividends, compensations, rents and royalties are also exempted from taxation.
No withholding tax is levied on dividend, interest and royalty payments to non-residents.
Other taxes - There are no personal income, capital gains and profit taxes in Anguilla.
There is a stamp duty from 0.01% to 5% charged on any contractual relationship document. Property tax is levied at a flat rate of 0.75% on the annual land value determined by the Land and Surveys Department. However, non-built up land is exempted from property tax. There is also a 5% transfer tax imposed on the transfer of real property. Nonresident purchasers of property may need to obtain a landholding license and pay stamp duty of up to 12.5% 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 *
- 0% 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% Personal Income Tax Rate *
- 0% VAT Rate *
- 0 Tax Treaties *
Country details *
Anguilla is a British overseas territory located in the Caribbean, specifically in the north of the Windward Islands, in the Lesser Antilles.
It is one of the 17 Non-Self-Governing Territories under the supervision of the United Nations Decolonization Committee, in order to eliminate colonialism. Its capital is The Valley.
The archipelago comprises the island of Anguilla and some nearby islets and has maritime borders with the island of San Martin to the southeast. To the west are the British Virgin Islands.
In recent years Anguilla has become one of the most popular offshore financial centers internationally, as the State does not levy any kind of taxes or commissions to individuals and corporations.
The Head of State is the Queen of the United Kingdom Queen Elizabeth II of England, represented by Governor Alan Huckle, who is appointed by the Queen. The Head of Government is the Chief Minister Osbourne Fleming, who is appointed by the Governor within the majority block of the Assembly, who must form an Executive Council approved by the chamber.
Anguilla has few natural resources, and the economy depends a lot on tourism, corporate and financial services, lobster fishing and remittances from emigrants. Its currency is the Eastern Caribbean Dollar (XCD).
The main products that it produces and exports are salts, fish, lobsters, concrete blocks, cattle, tobacco, and rum.
The issuance of postage stamps intended primarily for philatelic collecting is also a source of income for its economy.
The Offshore financial services sector consists of banks, money services businesses, company managers, insurers, brokers, captive intermediaries, mutual funds and trust companies.
The captive industry plays an ever-increasing and important part of Anguilla's financial services industry. Anguilla is the fifth-largest jurisdiction for captive insurance, behind Bermuda, Cayman, Vermont, and Guernsey.