St.Vincent and Grenadines Company Formation
Legal form:
Offshore Companies in St. Vincent and the Grenadines are governed by the International Business Companies Act, 1996 and their privacy is protected by the Confidential Relationships Preservation (International Finance) Act, 1996. The legislation is simple and straightforward, allowing a great deal of flexibility in the design of offshore corporate structures suiting the client's needs. In particular the Act allows the Articles to set out any provisions not expressly prohibited by the Act. Only a duly approved Registered Agent within the meaning of the new Registered Agent & Trustee Licensing Act (No.15), 1996, may submit applications for formations and undertake services set out in the Act.
St.Vincent & the Grenadines companies names must end with one of the following words Limited, Corporation, Incorporated, Société Anonyme or their abbreviations. A wide variety of other suffixes such as BV, GmbH, and SARL may also be used. The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. Incorporation under documents in foreign language is allowed provided translation is attached.
A company is incorporated in St.Vincent and the Grenadines by application made to the Registrar of Companies. Memorandum and Articles of Association must be lodged with the Registrar. Memorandum specifies the activities in which the company may engage and Articles of Association specify the rules governing the internal management of the company.
A minimum of one shareholder is required which may be an individual or a corporate body. The details of company beneficial owners and shareholders are not part of the public records.
There is no specific minimum capital requirement. The standard authorized share capital is US$ 50,000. The minimum issued capital may be one share of no par value or one share of par value. Registered shares, bearer shares, shares of no par value, preference shares, redeemable shares and shares with or without voting rights permitted. The International Business Companies (Amendment) Act No.26 and 44 of 2002 now allows for the registration and custody of bearer share certificates by the Registered Agent, who must also keep a record of each bearer certificate issued or deposited in its custody and the record shall contain pertinent information relating to the company issuing the shares, the ID number of the share certificate and identity of the beneficial owner.
Directors of the company:
The minimum number of directors is one, who may be a natural person or a body corporate. They may be of any nationality and need not be resident in the St.Vincent and the Grenadines. Details of the company directors are not part of the public record. This information is kept only at the offices of the Registered Agent in complete confidentiality.
Registered office and local agent/secretary: Registered Office must be maintained in the St.Vincent & the Grenadines at the office of a licensed Registered Agent. St.Vincent & the Grenadines IBC does not need to appoint a company secretary, although it is customary to do so. The secretary may be a natural person or body corporate, be of any nationality and need not be resident in the St.Vincent & the Grenadines.
Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.