CORPORATE SERVICES

KEY FEATURES OF THE IBC ACT

The International Business Corporations Act of 1982 provides the legal framework for conducting business as an International Business Corporation. Key features of the Act are as follows:

	Single shareholder/subscriber permitted
	Shares may be held by Corporations or Trusts
	Single director allowed which may be a Corporation or Trust
	Non-disclosure of beneficial owners
	Bearer shares permitted
	Low fees for set-up and renewal
	No statutory accounting or auditing of records need to filed in Antigua
	No minimum capital requirements
	An IBC must maintain a registered Agent and Registered Office in Antigua
	Exemption from tax for 50 years
	There is no exchange-of-information agreement with any other country

INCORPORATION OF IBCs

Any company wishing to conduct business as an offshore entity need to be incorporated under the International Business Corporations (IBC) Act, 1982. Incorporation can only be undertaken by any two (2) citizens of Antigua and Barbuda who are resident in the country.

Incorporation is achieved by signing and sending articles of incorporation to the Director of International Business Corporations. Articles of Incorporation must be substantially in the form set out below:

1. Name of Corporation
2. Where the registered office is to be situated
3. The classes and any number of shares the corporation is authorized to issue
4. Restrictions if any of the share transfers
5. Number (or minimum and maximum number of directors)
6. Restrictions on business the corporation may carry on
7. Other Divisions, if any
8. Incorporation(s).

CERTIFICATE OF INCORPORATION

Upon formation of an IBC, a Certificate of Incorporation is issued and serves as conclusive evidence of the incorporation of the company. In subsequent years the Director issues a Certificate of Incorporation and Good Standing.

CAPITAL REQUIREMENTS

There are no special capital requirements for an offshore company except for Banks, Trusts and Insurance Companies which have stated minimum capital levels.

A company may choose to have one (1) shareholder and shares can be issued in registered or bearer form and with or without nominal or par value. Bearer shares must indicate that they are not transferable to a resident of Antigua and Barbuda.

DIRECTORS

A company need only have one (1) director. In the case of banks, trusts or insurance companies at least one director must be a citizen and resident of Antigua and Barbuda.

REGISTERED OFFICE AND AGENT

Every offshore company must have a registered office and registered agent in Antigua and Barbuda. A firm of chartered accountants or attorney-at-law could be appointed as a registered agent to prepare and submit required applications.

MEETINGS

Directors of the company are required to call an annual general meeting of shareholders. Meetings may be held outside of Antigua and Barbuda except for for the Annual General Meeting. Telephone meetings are permissible as long as one (1) director is physically present in Antigua and Barbuda and shareholders may vote by proxy.

REPORTING

There are no requirements for an ordinary international business corporation to file audited financial statements. However, banks, trusts and insurance companies are required to file annual audited accounts within six (6) months of the corporation's year end.

CORPORATE MOBILITY

The legislation governing the operation of International Business Corporations allows for companies to be re-domiciled both inwards and outwards.

TAX EXEMPTION

Companies incorporated under the IBC Act, 1982 of Antigua and Barbuda are exempted from the payment of taxes for a period of fifty years. In addition, no income or property taxes or imposts are charged for the following:

	Profits or gains in respect of activities carried on within Antigua and Barbuda
	Securities or assets beneficially owned by an exempt corporation
	Increment in value of property or other assets in Antigua or elsewhere
	Transfer of all or any part of its securities or other assets to another exempt corporation
	Dividends, interest or other returns from any securities, deposits or borrowings

EXCHANGE CONTROL

Income, profits, gains and other revenues, and the funds and securities of an exempt corporation are exempt from exchange control regulations, unless the exempt corporation is a resident.

KPMG SERVICES

KPMG Peat Marwick through its affiliated companies Offshore Company Services Limited and KPMG Peat Marwick Corporate Services Ltd. provides a wide range of local, international and offshore financial services and currently offers the following range of services:

1. Incorporation
   
   

   	Name Clearance
   	Reservation of Name
   	Preparation and filing of articles of incorporation
   	Preparation of incorporation charter
   	Obtaining Certificate of Incorporation

   
   

2. Corporate Secretarial Advisory Services
   Company Set Up & Annual Maintenance Cost
   KPMG Peat Marwick through its affiliated companies can facilitate the setting up of the company, that is:
   
   

   	Preparation of by-laws;
   	Attendance at the organizational meeting of the directors;
   	Preparation of the resolution in writing of the directors in lieu of an organizational meeting;
   	Preparation of share certificates;
   	Preparation of a register of shareholder(s);
   	Preparation of a register of the directors;
   	Opening of bank accounts;
   	Provision of registered agent;
   	Provision of registered office;
   	Maintenance of corporate records;
   	Attendance at the annual meetings of the shareholders;
   	Renewal of the company's IBC registration.

PROFESSION FEES

Our fees are based on the time spent and level of staff involved. It has been our experience that the time taken to complete this type of engagement can vary widely depending on the level of staff involvement required of our office. We would provide you upon request with a fee estimate based on the precise nature of your requirements.

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