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A GLOBAL APPROACH TO LEGAL SOLUTIONS

British Anguilla International Business Companies


This booklet is designed for the exclusive use of our clients for easy reference in respect of International Business Companies of British Anguilla. We believe our colleagues and other professional advisors will find this booklet especially useful, as it contains a comprehensive but brief explanation of the main aspects of the current British Anguilla International Business Companies legislation. Mossack Fonseca & Co. and its international affiliates will not provide any services t o any person or organisation seeking to engage in money laundering or unlawful activities.


TABLE OF CONTENTS INCORPORATING IN BRITISH ANGUILLA (B.A.)…………………………………………………….….

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A. APPLICABLE LAW AND REGULATIONS………………………………………………………………

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B. ATTRACTIVE FEATURES……………………………………………………………………………..…

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C. FORMATION PROCEDURES AND GENERAL INFORMATION……………………………………… Formation…………………………………………………………………………………………………… Shelf companies and “ACORN”………………………………………………………………..................... Uses of a British Anguilla International Business Companies……………………………………………… Restrictions on business an IBC may conduct…………………………………………………………….… Capacity and powers of an IBC……………………………………………………………………………… Articles of Incorporation and By-Laws……………………………………………………………………… Name of the Company……………………………………………………………………………………..… Authorised Capital…………………………………………………………………………………………… Shares………………………………………………………………………………………………………… Shareholders…………………………………………………………………………………….....................

2 2 2 2 3 3 3 4 4 4 4

D. CONTINUATION…………………………………………………………………………………………… 5 D.1 CONTINUATION OF A FOREIGN COMPANY TO THE BRITISH ANGUILLA JURISDICTION…….… 5 Required documents/information for the Continuation process……………………………………………… 5 Continuation’s effects……………………………………………………………………………………….… 5 D.2 CONTINUATION OF A BRITISH ANGUILLA IBC TO OTHER JURISDICTIONS……………….… 6 Required documents/information for the Continuation process…………………………………………...… 6 Continuation’s effects…………………………………………………………………………..................... 6 E. BOOKS AND RECORDS…………………………………………………………………………………… 6 Registered Office and Registered Agent…………………………………………………………………… 7 Meetings…………………………………………………………………………………………………..… 7 F. DIRECTORS/SHAREHOLDERS/OFFICERS……………………………………………………………… Directors……………………………………………………………………………………………………… Officers………………………………………………………………………………………………….…… Shareholders…………………………………………………………………………………………….……

7 7 8 8

G. TAXATION/TAX TREATMENT…………………………………………………………………………… 8 H. CERTIFICATE OF GOOD STANDING……………………………………………………………….…… 8 I. COSTS………………………………………………………………………………………………………… 9 Annual Fee……………………………………………………………………………………………….…… 9 Formation Costs…………………………………………………………………………………………….… 9


INCORPORATING IN BRITISH ANGUILLA

A.

APPLICABLE LAW AND REGULATIONS  The International Business Companies Act, 2000 (the "IBC Act")  The International Business Companies Regulations, 2000 (the “IBC Regulations”)

**Both pieces of legislation have amendments up to December 15, 2006.

B.

ATTRACTIVE FEATURES 

Excellent Company Law. The laws for International Business Companies in Anguilla are very similar to the legal instruments in some of the most popular jurisdictions in the world, so the process of corporate documents such as the Articles of Incorporation and the statutes are familiar. This helps banks and other financial agents better understand the organizations structure of the IBC, as they are flexible and allow quick and simple management of companies.

IBC's may engage in any lawful business in any country and may carry on transactions in whatever currencies they choose.

No requirement to file annual returns or financial statements; no requirement to hold annual general meetings of shareholders or directors.

There are no international transaction taxes or bank taxes whatsoever.

There are no currency exchange regulations for these companies.

The country enjoys excellent political and economic stability.

Good international communication infrastructure

There are no capital gains taxes, income tax, or any other tax.

A variety of company names are widely available.

The words “Limited”, “Corporation”, “Incorporated”, or “Company”, or the abbreviations “Ltd”, “Inc”, or “S.A.” can be used in the name of the company

When traveling to this country, you may choose from excellent, international quality accommodations.


C. FORMATION PROCEDURES AND GENERAL INFORMATION

Formation To assist our clients, our trustee company in British Anguilla acts as the incorporator in respect of the Articles of Incorporation and By-Laws. We, therefore, require only information regarding the company's name. A company can be registered with virtually any name in any language as long as same includes a word (or words), connoting the existence of a body corporate. There are some words and expressions that require the approval of the Registrar before they can be used in the name of a B. A. IBC (for further information, please see the section on "name of the company").

Shelf companies and "ACORN" We have a number of already existing companies for sale. These companies are "clean"; that is to say, they have never traded or entered into any transactions whatsoever. We would point out that in British Anguilla, the incorporation may be carried out through the British Anguilla's Company On-Line Registration Network (ACORN), which enables instant and electronic service incorporation and registration from anywhere in the world 24 hours a day, 365 days a year, through our trustee company.

Uses of a British Anguilla International Business Companies Holder of bank accounts, fixed deposits, investment plans and any other financial or commercial titles. Owner of shares of other companies or legal entities. Owner of apartments, houses, buildings and any other movable or immovable property or goods. Manager and promoter of international business transactions. International leasing of vehicles, machinery and others. To lend or borrow money, give or receive money for commissions or others. Marketing and promotion of products and services. Other commercial and financial activities.


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Restrictions on business an IBC may conduct An IBC may not: Carry on business with persons resident in British Anguilla. Carry on banking or trust business within the meaning of the Trust Companies and Offshore Banking Act, 2000. Carry on business as insurance or a reinsurance company, insurance agent, insurance broker or insurance manager. Carry on company management business within the meaning of the Company Management Act, 2000. Own or hold an interest, whether legal or beneficial, in real property situated in British Anguilla other than the property referred to in subsection (3) (2) (e) of the IBC Act.

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Capacity and powers of an IBC Subject to the Act or any other enactment or law for the time being in force in British Anguilla: The company has the power, irrespective of any corporate benefit, to carry on or undertake any business or activity, do any act, or enter into any transaction which is not prohibited or restricted; and The company has the capacity to carry on its business, conduct its affairs and exercise its powers in any jurisdiction outside of British Anguilla to the extent that the laws of British Anguilla and of that jurisdiction permit.

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Articles of Incorporation and By-Laws The Articles of Incorporation must state: The proposed name of the company; The address within British Anguilla of the company's first registered office; The name and address of the company's first registered agent; The classes and any maximum number of shares that the company is authorised to issue, and if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, or if a class of shares can be issued in series, the authority given to the directors to fix the number of shares, or to determine the designation of and the rights, privileges, restrictions and conditions attaching to, the shares of each series;


If the right to transfer shares of the company is to be restricted, a statement that the right to transfer shares is restricted and the nature of those restrictions; The restrictions on the business that the company may carry on; Whether the company elects to be subject to sections 78 to 82 of the IBC Act; and Any provisions permitted by the IBC Act or by law permitted to be set out in the By-Laws of the IBC. We suggest that our standard Articles of Incorporation and By-Laws be used unless there is a particular reason for requesting that an additional or special clause be inserted or a particular clause be deleted, or that any other amendment be made. The By-Laws govern the company's internal affairs. The Articles of Incorporation and By-Laws may be amended by resolutions passed by the shareholders or directors.

Name of the Company The name of the company may be in any language and must end in the word "Limited", "Corporation", "Incorporated", "Sendirian Berhad", "Societe a Responsabilite Limitee", "Societe Anonyme", "Sociedad Anonima", "Besloten Vennootschap", "Gesellschaft mit beschrankter Haftung", "Naamloze Vennootschap" or the abbreviation "Ltd.", "Corp.", "Inc.", "Sdn Bhd", "SARL", "S.A.", "B.V.", "GmbH", or "NV".

Authorised capital The authorised capital of an IBC may be stated in a currency approved by the Registrar, and the par value of shares with a par value, if any, shall be expressed in the same currency.

Shares Shares in an IBC: shall be issued for money, services rendered, personal property (including other shares, debt obligations or other securities in the company), an estate in real property, a promissory note or other binding obligation to contribute money or property, or any combination thereof. may be issued as registered shares; shares with special, conditional, limited or no voting rights; common shares, preference shares, limited shares and redeemable shares; shares that entitle the holder to participation in certain assets o nly; shares with a par value; share with no par value; securities, options, warrants or rights, or instruments of a similar nature, to acquire any securities of the company.

Shareholders The By-Laws contain aspects regarding proceedings at meetings, voting, and shareholders acting through representatives at meetings. Shareholders may be represented by a natural or a juridical person and by proxy.


D. CONTINUATION

D.1 CONTINUATION OF A FOREIGN COMPANY TO THE BRITISH ANGUILLA JURISDICTION. A foreign company may continue as a British Anguilla IBC if it complies with the requirements prescribed in the IBC Act. The Registrar may register such company as being so continued, and if so registered, the company shall be deemed thereafter to be an IBC under the IBC Act and continued in British Anguilla.

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Required Documents/Information for continuation Articles of Continuation duly executed by the Registered Agent; Certificate of Good Standing of the Company issued by the Companies Registry of the country of origin; Certified copy of the company's Certificate of Incorporation issued by the Companies Registry of the country of origin. Copy of the Constitutional Documents of the Company and its amendments (i.e. Articles of Incorporation and the By-Laws or Memorandum and Articles of Association, as the case may be); Minutes approving the continuation, duly executed by the persons charged with exercising the powers of the company (i.e. shareholders or directors). All documents need to be written in the English language or, if written in a language other than the English language, they must be accompanied by a certified translation into the English language. Upon registration of the Articles of Continuation, the Registrar shall issue a Certificate of Continuation under his hand and seal certifying that the company is incorporated under the IBC Act. A company incorporated under the laws of a jurisdiction outside British Anguilla may continue as an IBC even if the laws of the jurisdiction in which it is incorporated do not expressly permit its continuation or expressly prohibit it.

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Effects of Continuation The continuation of a company under the IBC Act shall not operate To create a new legal entity To prejudice or affect the continuity of the company To affect the property of the company To render defective any legal or other proceedings instituted, or To be instituted, by or against the company or any other person; To affect any rights, powers, authorities, duties, functions, liabilities or obligations of the company or of any other person related thereto.


D. 2 CONTINUATION OF A BRITISH ANGUILLA IBC TO OTHER JURISDICTIONS A British Anguilla IBC may continue as a company incorporated under the laws of a jurisdiction outside Anguilla in the manner provided under those laws. An IBC that continues as a company incorporated under the laws of a jurisdiction outside Anguilla does not cease to be a British Anguilla IBC if the laws of the jurisdiction outside Anguilla permit the continuation and the company has complied with those laws

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Required Documents/Information for continuation

The IBC must file a certificate of departure containing the prescribed information in the prescribed form with the Registrar. If the IBC has obtained said certificate and has been duly continued under the law of a foreign jurisdiction, it may apply to the Registrar for a certificate of discontinuance. The Registrar will check if (a) All applicable fees have been paid; (b) All required returns and notices have been filed 

Effects of Continuation. The company continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation as a company under the laws of the jurisdiction outside Anguilla No conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the company or against any shareholder, director, officer or agent thereof, is released or impaired by its continuation as a company under the laws of the jurisdiction outside Anguilla. No proceedings, whether civil or criminal, pending by or against the company, or against any shareholder, director, officer or agent thereof, are abated or discontinued by its continuation as a company under the laws of the jurisdiction outside Anguilla*

* Proceedings may be enforced, prosecuted, settled or compromised by or against the company or against the shareholder, director, officer or agent thereof, as the case may be.

E. BOOKS AND RECORDS The company may have such accounts and records as the directors shall consider necessary or desirable in order to reflect the financial position of the company. Any registers, records, accounts or documents required to be kept by the Registrar pursuant to the IBC Act may be kept in written, magnetic, electronic or any other data storage form, provided that a legible printed copy of its content can be produced.


An international business company shall keep records of the following documents and information in the Registered Office: Minutes of all meetings of directors, shareholders, committees of directors, committees of officers, and committees of shareholders; Copies of all resolutions consented to by directors, shareholders, committees of directors, committees of officers, and committees of shareholders; and The Articles and the by-laws and all amendments to them. An imprint of the company’s common seal The books and records must be kept at the registered office of the international business company or at such other place as the directors may by resolution determine.

Registered Office and Registered Agent It is mandatory that our IBC have a registered office and registered agent appointed in British Anguilla. In our standard Articles of Incorporation and By-Laws, Mossack Fonseca & Co. (British Anguilla) Limited provides the Registered Office and Mossack Fonseca & Co. (British Anguilla) Limited acts as the Registered Agent of the IBC.

Meetings A British Anguilla IBC is not required to hold an annual general meeting. Subject to the Articles of Incorporation and By-Laws, the directors may convene shareholders meetings either within or outside British Anguilla. Shareholders may be present at such meetings in person or by any means whereby they may all hear each other (e.g. by telephone). The directors may meet either within or outside British Anguilla.

F. DIRECTORS/SHAREHOLDERS/ OFFICERS

Directors, shareholders, and/or officers can be natural persons or legal entities; they can be of any nationality and a resident of any country Directors An IBC may have one (1) or more directors of any nationality and is not required to reside in British Anguilla. Corporate Directors are permitted as well. The first directors of an international business company shall be appointed by the incorporators.


Officers and agents The directors may appoint any person, including another director, to be an officer of the company. Subject to the articles or by-laws, each officer has the powers and authority of the directors, including the power and authority to affix the common seal of the company, as are set out in the articles or by-laws or in the resolution of directors appointing the officer or agent, except that no officer has any power or authority for the following: (a) To amend the articles or by-laws; or (b) With respect to any matter that in accordance with this Act, requires a resolution of directors. Shareholders An IBC may have one (1) or more shareholders of any nationality and is not required to reside in British Anguilla. Corporate Shareholders are permitted as well. Neither the directors nor the officers are required to be shareholders and they can be same person

G. TAXATION/TAX TREATMENT

An IBC which does no business in British Anguilla shall not be subject to any corporate tax, income tax, withholding tax, capital gains tax or other like taxes based upon or measured by assets or income originating outside British Anguilla or in connection with matters of company administration which may occur in British Anguilla. In general, all transactions of an IBC are exempted from the payment of any stamp duty if the IBC carries out its activities outside British Anguilla. Any dividend or distribution of an IBC which does no business in British Anguilla to another company, or to individuals or entities which are not citizens or residents of British Anguilla, shall be exempt from any tax or withholding provisions of British Anguilla law that would otherwise be applicable to the IBC or the recipient of the dividend or distribution. In addition to this, no estate, inheritance, succession or gift tax is payable by persons who are not persons resident or domiciled in British Anguilla with respect to any shares, debt obligations or other securities of an IBC.

H. CERTIFICATE OF GOOD STANDING If the Registrar is satisfied that the name of the company is on the Register and that the company has paid all fees, licence fees and penalties due and payable, the Registrar shall, upon request by any person, issue a certificate of good standing under his hand and seal certifying that a company incorporated under the Act is in good standing.


The certificate of good standing will contain a statement as to whether:

(a) the company has submitted to the Registrar articles of merger or consolidation that have not yet become effective;

(b) the company has submitted to the Registrar articles of arrangement that have not yet become effective; (c) the company is in the process of being wound up and dissolved; or (d) any proceedings to strike the name of the company off the Register have been instituted.

I. COSTS 

Annual Fee The British Anguilla's governmental license fee is paid annually as of the first calendar year of incorporation, acquisition, or continuation. British Anguilla's IBCs are divided into four groups depending on the month of their incorporation and the surcharge for late payment of said license fee will depend on the date of incorporation, as follows:

IBCs Incorporated between

10% Surcharge

50% Surcharge

Strike Off

1st January and 31st March

28th/29th February

31st May

14th September

1st April and 30th June

31st May

31st August

15th December

1st July and 30th September

31st August

30th November

15th March (of the next year)

1st October and 31st December

30th November

28th/29th February

15th June (of the next year)

An IBC which has been struck off may be restored to the Register by paying the following applicable fees: (a) US$300.00 if the application for restoration is made within 6 months immediately following the date on which the name is struck off the Register; (b) US$600.00 if the application for restoration is made after 6 months immediately following the date on which the name is struck off the Register. In addition, all outstanding renewal fees plus the pertinent penalties need to be paid.

 Formation Costs The costs for the formation of a company are set forth in our fee schedule, which is available upon request.

LA/AUG.2012


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British Anguilla IBCs booklet – English