OFFSHORE COMPANY FORMATION

Offshore companies (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 (IBC) are:

• Utmost flexibility

• Anonymity

• 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 requirement.

• 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 gains tax.

• 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 requirement.

• No requirements on profession or financial standing.

• Business can be conducted internationally.

• All registered agents are licensed to ensure professional efficient service.

• An IBC may issue its shares with or without par value.

• 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.

 

INFORMATION REQUIRED 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 law.

• 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 charge.

• 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.