A St. Lucia International Business Company (IBC) offers many offshore banking and financial services. The flexibility of an IBC in this jurisdiction attracts many foreigners.
The International Business Companies Act of 1999 (hereinafter the “Act”) provides a modern legal framework where different legal entities can be used in conjunction for a diversified global offshore business portfolio. The Act was amended in 2000 and 2001.
St. Lucia is popular because it has never been placed on an international blacklist or even suspected by any international organization financial watchdog. It maintains strong anti-fraudulent and anti-money laundering laws to protect its offshore legal entities and banking sectors.
Background
Saint Lucia (St. Lucia) is an island country situated between the Atlantic Ocean and the Eastern Caribbean Sea. It is located near the islands of Martinique and Barbados.
For over 150 years the French and English fought over the island. The French first settled St. Lucia in 1660. The British took the island in 1663 and both countries went to war 14 times over the island. It wasn’t until 1814 when the British finally took control of the island. In 1979, Saint Lucia gained its independence from the United Kingdom.
Its political system is described as a parliamentary democracy under constitutional monarchy with an elected two house parliament and a prime minister. England’s Queen Elizabeth II is its official monarch.
Its legal system consists of a mixed jurisdiction based in part upon British Common Law, while its Civil Code of 1867 was based on French laws.
While its official language is English, many citizens speak French as well.
Benefits
A St. Lucia International Business Company (IBC) obtains these types of benefits:
• Safe Jurisdiction: St. Lucia has never been blacklisted nor under suspicions with an international financial watchdog organization.
• Foreigners Welcome: Foreigners can form an IBC and own all of its shares.
• Tax Free: IBC’s do not pay corporate, income, or capital gains taxes. However, U.S. taxpayers and everyone subject to global income taxes must disclose all income to their governments.
• Flexible Business: IBC’s can conduct all types of global business.
• One Shareholder/One Director: Only one shareholder and one director are required which can be the same person or corporate body.
• No Minimum Capital: There is no requirement for a minimum authorized capital or paid up share capital
• Privacy: None of the shareholders and directors names are included in the public records.
• No Filings: IBC’s electing to be tax free are not required to file accounting records or financial statements. No audits are required.
• English: For 165 years St. Lucia was under British rule. Thus, English is its official language.
St. Lucia International Business Company (IBC) Name
An IBC cannot select a company name exactly alike or too similar to another legal entity’s name in St. Lucia. A free name search for availability can be conducted with the Commercial Registry along with a name reservation for a fee.
An IBC must use one of these words “Corporation”, “Limited”, “Incorporated”, or Sociedad Anonima” in its company name. Or one of their abbreviations “Corp.”, “Ltd.”, “Inc.”, or “S.A.”.
Trading Restrictions
An IBC can conduct almost any type of commercial and business activities anywhere in the world except in St. Lucia. The only exceptions are for a bank, insurance, trust, or re-insurance sectors which require licenses.
In addition, an IBC cannot own real estate in Saint Lucia except as its own offices.
Registration
The Commercial Registry handles the incorporation of an IBC. Not many documents re required. Just an application and the Articles of Association are filed.
Articles of Association
The operation of an IBC are detailed in its Articles of Association. These include the rules defining the powers and duties of its directors and officers along with the rights of the shareholders. They also include how an IBC terminates or dissolves.
By-Laws often supplement the Articles of Association describing how the day to day management and operations function.
Shareholders
Only one shareholder is required to form an IBC. The shareholder can be a citizen of any country residing anywhere. Natural persons or corporate bodies may be shareholders. Nominee shareholders are permitted.
Bearer shares are prohibited. An IBC may issue the following shares: redeemable shares, voting shares, shares with or without par value, and fractional shares.
A register containing the names and addresses of the shareholders must be kept at the registered office, but is not available to the public.
Directors
Only one director is required to form an IBC. The director can be a citizen of any country and residing anywhere. Directors may be natural persons or corporate bodies. Nominee directors are allowed.
A register containing the names and addresses of the directors shall be kept at the registered office, but the public will not have access to them.
Officers
Officers are not a requirement. If one is appointed, a natural person or corporate body can serve as an officer. Officers can reside anywhere.
Registered Agent and Office
IBC’s must appoint a local registered agent and maintain a registered office address which may be the office of the registered agent.
While the registered agent is required to maintain a register of the names and addresses of the shareholders and directors, none of this information is made available to the public.
Minimum Capital
While there is no minimum authorized capital requirement, many IBC’s choose to authorize $50,000 USD. In addition, there is no requirement for a minimum paid up share capital.
Taxes
An IBC may elect to be totally exempt from income taxes or pay a 1% income tax rate. The reason for election of the 1% income tax rate are for those wishing to use the CARICOM Double Tax Agreement where the payment of income tax at any rate to one member exempts the legal entity from paying income taxes to another member.
IBC’s are exempt from the capital gains tax. There are no stamp duties.
Note: U.S. taxpayers must report all income to their tax agency like everyone residing in a country taxing worldwide income.
Audits and Accounting
No audits or annual filings required unless the IBC opts for the 1% income tax rate.
IBC’s choosing the corporate and income tax exemption do not have to file a financial statement with the government.
Books and accounting records may be prepared in any manner.
Annual General Meetings
While annual general meetings of the shareholders are required, they may be held anywhere in the world.
Public Records
The names of the directors and shareholders are never included in any public records.
Time for Incorporation
Incorporating an IBC can take up to 2 to 3 business days.
Shelf Companies
A shelf company can be purchased in Saint Lucia for faster incorporation.
Conclusion
A St. Lucia International Business Company (IBC) enjoys these benefits: total foreigner control, privacy, tax free, no minimum capital, one shareholder/director for more control, no audits, no financial statements filings, flexible business activities, and the official language is English.
