Legislation: International Business Companies

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Summary

IBC's may be registered in St. Lucia under the Act by: Incorporation, Continuation, Merger or Consolidation.

The following are the key features of the Act:

• All companies must have a Registered Agent and a Registered Office. The office of the Registered Agent is the Registered Office.
• The Act provides for confidentiality of Beneficial Owners, Shareholders, Directors and Officers.
• Only the registered agent and the address of the registered office are public records.
• Disclosure only possible to specified authorities in accordance with specific legislation.
• Great flexibility and control of the operations of the IBC. The shareholders can limit the powers of the directors through the memorandum and articles of Association, or through a unanimous shareholder agreement.
• The annual registration fee is US $300. There are penalties for late payment or default.
• There is no requirement for local directors and meetings of directors may be held anywhere.
• All Registered Agents are regulated to ensure professional efficient service.
• Allows for shares with and without par value.
• Makes provision for tax concessions for any specially qualified person working for the IBC in St. Lucia.

The following changes apply effective July 1, 2021:

• All IBCs are now deemed resident and subject to the provisions of the Income Tax Act.
• Filing of annual tax returns is required.
• Provisions of the Act relating to stamp duties, withholding tax and income tax have been amended.
• Payment of Income tax, Stamp Duties and Withholding taxes will apply with some limited exceptions.
• Will be subject to the Aliens (Licensing) Act.
• Will not be restricted from doing business with residents and may own immovable property.
• All IBCs are required to file annual returns (Shareholders, Directors and Beneficial Owners) and unaudited financial statements but only with the Registered Agent.
• Registers of Shareholders, Directors and Beneficial Owners are required to be kept at the registered office.
• The Registered Agent is required to report by providing a list of companies in default of any of the filing requirements.
• There are penalties for failure to supply the returns to the Registered Agent.

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