OFFSHORE COMPANY FORMATION
(also known as exempt companies or international business
companies) are the preferred company structure to
achieve anonymity and privacy protection, limited
liability and tax exemption and to keep all business
details confidential. All companies we offer are fully
compliant with the laws of St.Lucia and able to conduct
their activities worldwide.
The main advantages of using an offshore company
• Utmost flexibility
• Asset protection
• Nominee services through
lawyers. The shareholders can limit the powers
of the directors through the Memorandum and the Articles
of Association or through a unanimous shareholder
agreement providing greater flexibility and the ability
to direct the operations of the IBC.
• There is no requirement for local directors
and meetings of directors and shareholders may be
held anywhere either within or outside of St.Lucia.
• Highest level of privacy
protection. Confidentiality of shareholders,
directors and officers. Only the identity of the registered
agent and the registered office are known as the only
records required to be filed with the Registrar of
International Business Companies are the Articles
and Memorandum of Association.
• Limited liability without any paid up capital
• Legal tax exemption.
An IBC may elect to be exempted from paying income
tax or to be liable to income tax on the chargeable
income of the Company at the rate of 1%. An IBC is
not subject to stamp duties, withholding tax or capital
• No taxation on any kind
of income. Income Tax concessions are available
for any specifically qualified person working for
the IBC in St.Lucia.
• Exchange rate controls do not apply
• No accounting requirements and therefore
no fees for accountants.
• No reporting or filing requirements.
• No auditing requirements.
No audit is required unless the IBC elects
to pay tax. The government fee is the only annual
• No requirements on profession or financial
• Business can be conducted internationally.
• All registered agents are licensed to ensure
professional efficient service.
• An IBC may issue its shares with or without
• Members may vote by proxy.
• Low annual government fee of
US$300, pro-rated on a quarterly basis.
• and much more
It is apparent that although the costs for an offshore
incorporation may be higher than that to register
a company in the US or the UK the long term benefits
far outweigh this. Offshore companies do not have
to pay sales tax or income tax. Due to the fact that
there is no taxation there is no required accounting
or auditing from authorities. This means you save
the costs of a CPA whilst at the same time gain the
highest level of privacy protection. Whether your
company is dormant or generating millions in profit
you are not be required to disclose any such information.
TO FORM AN IBC
In order to form an International Business Company
we require the following information.
• Company Name: If
it's a common word or name we recommend that you submit
two or three choices in order of preference. The name
must include a well recognized corporate suffix -
Limited, Incorporated, Ltd., Inc., S.A., Gmbh.
• Authorized Capital: Shares
may be par value or non–par value and may be
issued in any currency (US$ and Euro being the most
common). Shares are only in registered form; bearer
shares are not permitted. Unlike some jurisdictions
St. Lucia's fee structure is not tied to a company's
capital so any amount can be utilized. There is no
minimum capital requirement.
• Issued Capital:
The number of shares allotted to each shareholder.
It need not total the full amount of the authorised
capital figure. You may have as few as 1 shareholder
and as few as 1 share issued.
• Maximum and Minimum Number
of Directors: You must have at least one director
who may be either a natural person or a corporate
director. There is no requirement that the director
be local. There is no upper limit on the number of
directors. We use a standard maximum of 7 unless otherwise
instructed (this correspond to the standard on-line
formation process so it is recommended from an efficiency
perspective this upper limit be maintained). While
as stated, a local director is not required it may
in some cases be necessary or desirable to show "mind
and management" in St. Lucia for tax purposes.
The local registered agent can provide such a director
(a natural person or corporation preferred).
• Officers: There
is no need to appoint any officers except, for convenience,
a Company Secretary. Our law allows for anyone to
hold the person, natural person or company. Generally
one of the directors assumes the position as there
are few actual duties given the fact we have no need
for annual filings, AGMs or Board meeting under our
• Tax Election: At
the time of formation you must elect either to be
nontaxable or taxable at 1% of profits. Generally
no need to elect the 1% option as it applies principally
to certain CARICOM trading block related dividend
structures. Once a company is formed they may change
the election once in their existence.
With this information provided, the company can be
formed. There are other matters however which must
be addressed, primarily due diligence. Our law requires
us to know the identity of the shareholders and directors
of the company. This information is private and is
never listed publicly (although if for some reason
a company wished to do so, the facilities exist within
the Registry to do so). The exception to this is where
a firm overseas opts to become an overseas agent of
a local Registered agent. In such a case the firm
enters onto an agreement with the agent to say that
they will hold all the identifies of the shareholders
and directors and a full slate of due diligence material
thereon and that they will turn it over to us should
a court of comportment jurisdiction in St. Lucia ever
compel us to produce such information. In either event
the information that is required to be known and kept
whether by the local agent or its overseas agent is,
at a minimum, as follows:
• Shareholders & Directors: Names,
addresses, citizenships and occupations.
• Certified copy of passport and driver's licence
for each person.
• Two references for each person: one from
a bank and the other from a lawyer or accountant.
The formation and ongoing costs are summarized below.
These are standard fees and apply to one-off or very
low volume clients. In practice the fees are agreed
with the client beforehand and are generally based
on the expectation of a certain volume of business.
• Incorporation fee US$650 one-time
• Registered Agent Fee of US$300 per year and
the Government Fee of US$300 per year. These are pro-rated
on a quarterly basis in the year of formation.
• A company seal costs US$100
here in St. Lucia. A company stamp costs US$20.
• Courier of documents is between
US$50 and US$75 depending on your location.
• Should you elect to have a local
agent as director or secretary the charges are $750
and $500 per annum respectively.