- Overview of IBC Act and other amendments
- Some of the key effects of the IBC Act amendments which were debated in Parliament on 20 November 2018 (together with the contemporaneous amendments to be made to the Income Tax Act) are now in effect and are follows:
- 2018 IBC incorporations ceased as of November 30, 2018. IBC incorporations under the new regime resumed on the first working day of January 2019. IBCs incorporated pre-1 December 2018 continue to be subject to the previous law until 30 June 2021.
- IBCs incorporated post 2018:
- Registered Agents to file a statutory declaration with incorporation documents. Template for Memorandum of Association revised.
- Defined as resident under the Income Tax Act.
- Will be required to file annual tax returns based on unaudited financial statements.
- Can no longer elect to be exempt from tax or to pay tax at 1%. All post 2018 IBCs subject to tax under the revised Income Tax Act.
- Will not be restricted from doing business with residents and may own immovable property.
- Will be subject to Aliens (Licensing) Act. After June 30, 2021 all IBCs incorporated prior to December 1, 2018 with majority alien shareholders or directors and which hold majority shares in companies owning immovable property in Saint Lucia will need to be aware of the likelihood of forfeiture for breach under the Aliens Act. Licences or exemptions under the Aliens Act may need to be applied for.
- May be subject to the Trade Licences Act, Cap 13.04 if deemed to be an alien company.Provided the IBC wishes to trade with residents.
- Exemptions from withholding taxes have been modified.
- Head Office Company (Section 113A) regime no longer available.
- Stamp duty on transfer of shares and other property may apply but exemption available provided some conditions are met. Stamp duty exemption allowed only if -the transfers of shares and other property - does not have the legal effect of changing the beneficial ownership of property in Saint Lucia. This means that all IBC charges, mortgages, transfers etc which are to be filed will need to be assessed by the IRD and stamped as appropriate whether or not the IBC chooses to file the charges etc. in the IBC Registry.
- Beneficial Owner
- Definition of Beneficial Owner (BO) added.
- IBCs required to file BO information with Registered Agent annually. IBCs also required to file change of BO with Registered Agent within reasonable period.
- Register of BO to be kept at office of Registered Agent.
- RA to report failure to provide BO information to Registrar similar to default reporting for Shareholders/Directors/Financial statements.
- International Trusts and International Partnerships
- No trusts or partnerships can be registered post 2018. Legislation for a new trust regime will be enacted in due course. Current entities will be grandfathered up to June 30,2021.
Note: Further amendments have entered into force February 2019. The amendment acts can be found at www.saintluciaifc.com/legislation/legislation.htm.
- Annual Filing Requirement
NOTE: all International Business Companies and International Partnerships are required to submit annual returns of shareholders, directors, beneficial owners and contributors as well as un-audited financial statements, to the Registered Agent/Registered office in Saint Lucia.
The Registered Agent is required to file with the Registrar a report listing all International Business Companies and International Partnerships that have failed to comply with the annual filing requirement.
Failure to comply within the statutory deadlines will lead to the defaulting entities being struck-off or de-registered.