We assist our clients with the incorporation of St Vincent and the Grenadines companies, (IBC’s and LLC’s) the registration of international trusts and the licensing of mutual and hedge funds, by referring them to Dennings (Trustees) Limited (www.stvincentoffshore.net), a regulated trust company in St Vincent and the Grenadines.
Our Law Firm is dedicated to serving our clients with efficiency, excellence, and integrity. We place a great emphasis on giving personalized attention to each of our clients, and we only consider our job complete when a client is fully satisfied by the services we have rendered.
IBC’S AND LLC’S
Features of SVG International Business Companies
SVG IBC’s have the following attributes and advantages:
- They are not liable to any form of local taxation. However where it is advantageous for the client to do so, the company may irrevocably elect to file tax returns and pay SVG taxes at 1% so as to take advantage of the Caricom Tax Treaty. There is no requirement to prepare audited financial statements.
- SVG IBC’s require no minimum level of share capital and in theory could be capitalised at a dollar or less.
- SVG IBC’s are not required to file details of shareholders or directors on any publicly accessible register.
- Where an SVG IBC is limited by guarantee it is referred to as a mutual company. Such a company has no share capital. All members of the company undertake that in the event of winding up, each member will contribute a fixed sum (or an unlimited amount) towards the assets of the company. Such a corporate structure is the perfect one for establishing not-for-profit organisations, such as charities, foundations, private trust companies etc.
- Where, however, an SVG IBC is limited by guarantee but also has a share capital is often referred to as a hybrid company, as it is a combination of the traditional IBC limited by shares, and the pure mutual company limited by guarantee. The hybrid is the perfect tax planning structure for residents and citizens of countries that tax their nationals on worldwide income (e.g. USA; or those that do not recognise trusts (e.g. France)). Much expertise goes into the creation of the hybrid and its accompanying Articles and By Laws. Once perfected, however, it is a creature, which is more flexible than any other corporate structure, and is capable of operating as a quasi-trust.
Additionally, SVG IBC’s have the following features.
- Shareholders, Directors and Officers may reside anywhere in the world and their meetings may, similarly be held wherever they decide. There is no SVG IBC residency or nationality requirement for shareholders, officers and/or directors.
- 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.
- There is no requirement for a company secretary.
- Except where the election to pay SVG taxes is made, there are no requirements for the filing of annual reports or accounts with any government authority in SVG.
- Bearer shares are permitted but records must be maintained by the company’s Registered Agent of each bearer share certificate in issue and the Registered Agent must maintain custody of bearer share certificates on behalf of the beneficial owner. The beneficial owner is instead provided with a Certificate of Immobilization as proof that the Registered Agent holds the shares in custody on his behalf.
- The authorized share capital may be denominated in any recognised currency.
- There is no minimum capital requirement for an SVG IBC.
- Shares may be issued partially paid, fully paid, or nil paid.
- SVG IBC’s must keep a register of charges, but there is no requirement to file this on public record.
- SVG IBC Act provides for continuation of companies to and from anywhere around the globe. It also provides for local companies incorporated, and external companies registered in SVG to migrate to the IBC register.
- Amendments to the Articles of Incorporation, mergers or consolidations with foreign corporations can be carried out with a minimum of bureaucratic interference enhancing efficiency and reducing costs.
- Shelf companies are available.
- The incorporation process can take as little as 24 hours subject to name availability and reservation.
Features of SVG Limited Liability Companies
SVG LLC’s have features very similar to the IBC’s, but the following attributes and advantages are noteworthy:
- Under section 61, a judgment creditor’s sole remedy against the economic interest of a member of an LLC is by way of charging order and such creditor does not have any right to obtain possession of or otherwise exercise legal or equitable remedies with respect to the property or assets of the LLC.
- With the introduction of the Series LLC much used in jurisdictions such as Delaware, such vehicles are now available to those clients wishing to establish mutual funds in a jurisdiction but who do not wish to use an IBC structure.