An Antigua International Limited Liability Company (ILLC) is also known as a Private Limited Liability Company as it is not allowed to sell its shares to the public.
The ILLC is governed by International Limited Liability Companies Act of 2007 (hereinafter “Act”) which regulates their formation, activities, and dissolution. The Financial Services Regulatory Commission (FSRC) is a government agency which regulates all financial services associated with the Act.
Background
Antigua and Barbuda are a small Caribbean islands nation (hereafter “Antigua”). Antigua was a British Colony for nearly 350 years until it gained independence in 1981. Its political structure is a democratically parliamentary system under the monarchy of Britain’s Queen Elizabeth II.
English is its official language and its judiciary follows British Common Law.
Benefits
An Antigua International Limited Liability Company (ILLC) can enjoy the following benefits:
• Total Foreign Ownership: Foreigners can consist of the full membership in an ILLC.
• Tax Exemptions: The ILLC and its members are exempt from all taxes. However, U.S. taxpayers and everyone subject to global taxation must report all income to their tax authorities.
• Limited Liability: Members enjoy limited liability from third parties from the debts and obligations of the ILLC.
• Asset Protection: Members and the ILLC’s assets are protected against foreign court judgments. In addition, fraudulent conveyance claims are difficult to win.
• Privacy: None of the members’ names are included in any public records
• Confidential: No one associated an ILLC may disclose any information to another without authority from the management or by a court order. The punishment is two years imprisonment and/or a $50,000 EC fine.
• One Member: Only one member is required who can be the sole manager for total control.
• English: As a former British Colony, English is the official language.
Antigua International Limited Liability Company (ILLC) Name
ILLC’s must select unique company names not similar with any other company names in Antigua.
The name of an ILLC must contain the words “Limited Company” or “Limited Liability Company” or the abbreviation “L.C.” or “L.L.C.” or “LLC”.
Proposed names may be reserved with the FSRC for a period of 120 days.
Registration
An attorney or a justice of the peace must be hired to prepare the Articles of Incorporation and to fill out an application form which includes a declaration that the company’s owner is over the age of 18 and is not currently bankrupt and is mentally sound. This declaration is filed along with the Articles of Organization and a notice of registered address and notice of the director(s) with the FSRC.
The FSRC will then issue a Certificate of Organization.
Articles of Organization
The following information must be contained in the ILLC’s Articles of Organization
• The ILLC’s name;
• The registered agent’s name and address;
• The name and address of the Articles of Organization’s signor;
• If not perpetual, the date of termination;
• All restrictions on the ILLC’s business activities;
• A statement regarding who the ILLC’s management is vested or if management is reserved for the members; and
• Any other important provisions.
Duration
ILLC’s are perpetual with unlimited lifetime unless the Articles of Organization call for a specific lifetime. The Rule against Perpetuities shall not apply to an ILLC.
Confidentiality
No one associated with an ILLC can disclose any information without authority from the managers or by court order to anyone. Violation of confidentiality is a criminal offense punishable by two years imprisonment and/or a fine of $50,000 EC.
Registered Agent and Registered Office
ILLC’s must appoint a local registered agent and maintain a local registered office address which can be the registered agent’s.
The registered agent must maintain records of all members of the ILLC which remains in the registered office and is not available to the public. Members have the right to inspect these records at any time.
Liability to Third Parties
ILLC’s are solely liable for its own debts, liabilities, and obligations.
No officer, manager, member, or employee of an ILLC can be held liable for the debts, liabilities, or obligations of an ILLC. However, if such person assumed responsibility for his or her acts or omissions led to the debts, liabilities, or obligations.
Fraudulent Conveyance
A foreign judgment creditor must prove beyond a reasonable doubt that a property transferred to the ILLC by one of its members or on his or her behalf was done with the specific intent to defraud the particular creditor. In addition, the member failed to present a legitimate purpose for making the transfer and the member became insolvent as a result of the transfer.
Foreign Court Judgments
Absent any treaty or law on the contrary, no foreign court judgment against any member or manager of an ILLC will not be recognized by the Antigua courts. Only judgments and orders obtained from an Antigua court will be enforced.
Members
A minimum of one member is required to form an ILLC. Members can be citizens of and reside in any country.
The original members are named in the initial operating agreement when the ILLC is formed. Additional members may be included pursuant to the terms in the operating agreement.
More than one class of membership may be created by the operating agreement with or without voting rights and other limitations or restrictions. If no classes are designated, all members will have equal powers and rights.
Operating Agreement
The members may adopt a written operating agreement. It may be amended with the consent of all members or by all managers or a specific majority percentage of the managers as specified in the operating agreement.
The operating agreement determines whether a member can transfer his or her interests by consent from all managers and/or the non-transferring members.
Termination of membership should be included in the operating agreement. If not included, the law allows a member to withdraw only with the consent of all members.
Expulsion of members should also be included in the operating agreement. Otherwise, a member may only be expelled for materially breaching the operating agreement or is convicted of a crime whose penalty is at least two years imprisonment, or engages in fraudulent conduct in relation to the ILLC’s business affairs; or the member fails to comply with agreements, undertakings, or obligations set forth in the operating agreement.
Management
The operating agreement usually provides how the ILLC will be managed. Managers will be considered agents for the ILLC when carrying out its business.
In addition, managers may be natural persons or legal entities of any nationality residing in any country.
Managers must maintain confidentiality of all information unless authorized to disclose or ordered by an Antigua court. Moreover, managers must always act in good faith with care, diligence, and with the skills of an ordinary prudent person.
Taxes
An ILLC is exempt from the following taxes:
• Corporate taxes;
• Income taxes;
• Gift, estate, and inheritance taxes;
• Stamp duty; and
• Exchange controls regarding foreign currencies.
Note: U.S. taxpayers and all others paying income taxes on world income must report all income to their tax agencies.
Public Records
The names of the members are never included in any public records.
Conclusion
An Antigua International Limited Liability Company (ILLC) enjoys the following benefits: 100% foreign membership, no taxes, asset protection, confidentiality, privacy, one member who can be the sole manager, and English as the official language.
