Legislation: International Business Companies
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 will apply to IBCs incorporated after January 1, 2019:
- They will no longer be able to elect to be exempt from income tax or to be liable to income tax on chargeable income at 1%.
- 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.
- IBCs registered prior to 2019 will continue to benefit from the pre-amendment provisions of the Act until June 30, 2021.
- IBCs which elected to pay tax at 1% will continue to file an annual tax return.
- 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.