The St. Vincent and the Grenadines Limited Liability Companies Act 2008 created two types of LLC’s. The first one is a “Series LLC” and the other one is a “Single LLC”. As the name implies, a Single LLC is the ownership of a single asset.
A Series LLC allows asset protection for numerous investors under one company umbrella where each LLC is owned by a different investor with different duties, rights, and powers. If one of the assets gets involved with a lawsuit or inability to pay its debts only that particular LLC is liable while the other LLC’s are immune.
St. Vincent’s International Finance and Preservation of Confidential Relations Law of 1996 provide strict confidentiality for LLC’s.
Background
Saint Vincent and the Grenadines Islands form a country located in the Caribbean Sea near the Atlantic Ocean close to Barbados and Grenada Islands. When referring to this country, most simply call them “St. Vincent”. Its population is around 100,000.
St. Vincent is a former French and British colony when it gained its independence in 1979. Its political system is a parliamentary democracy under a constitutional monarchy which is England’s Queen Elizabeth II who is represented by an appointed Governor-General and has an elected House of Assembly with a Prime Minister.
Benefits
A St. Vincent Limited Liability Company (LLC) enjoys several benefits including:
• No Taxation: St. Vincent LLC’s are not subject to corporate taxation or income taxes, capital gains tax or withholding tax up to the first 25 years from being formed. However, U.S. taxpayers and all others residing in countries who tax global income must declare all income to their appropriate tax authority.
• Limited Liability: Both types of LLC’s offer limited liability to its members up to their contributions to the company’s capital.
• Privacy: The names of a LLC’s membership are not included in the public records. In addition, St. Vincent has strict confidentiality laws imposed on any employee of any government agency or business assisting a LLC.
• Low Registration Fee: Currently, a LLC only pays $125 USD for initial registration and annual renewals.
• Quick Registration: A LLC can be registered within two business days.
• One Member: The minimum requirement to form a LLC is one member.
• One Manager: The minimum requirement to form a LLC is one manager.
• No Minimum Capital: There is no minimum amount for an authorized capital.
• English: As a former British colony, English is the official language.
Company Name
A St. Vincent LLC must choose a company name which does not resemble any other legal entity’s name. The government provides a name search pre-application service with name reservation for applicant’s convenience.
The name of a LLC must end with either the word “Incorporated”, “Limited”, “Corporation”, or with one of the following abbreviations “Inc.”, “Ltd”, or “Corp”.
Limited Liability
Both the “Series LLC” and “Single LLC” companies offer members limited liability up to their capital contributions.
Requirements for Formation
The only required document is an original signed Articles of Formation which must be filed with the government Registrar.
Registered Office and Agent
A LLC is required to maintain a registered office address with a local registered agent.
Members
While shares can be issued, participants are legally considered as members rather than shareholders. The LLC members and managers’ interests and rights in the company are governed by the Operating Agreement. Members can reside anywhere in the world.
A St. Vincent LLC can issue registered shares, bearer shares, and shares with or without voting rights. The LLC is allowed to own shares in other corporations and can receive royalties and dividends tax free.
Managers and Officers
Only one manager is required who can be a natural person or a corporation. The sole member can also be the sole manager. Managers can reside anywhere in the world. There are no directors for a LLC.
There is no requirement to appoint any officers.
Authorized Capital
There is no minimum required authorized capital.
Accounting and Audits
LLC’s are not required to maintain any accounting standards nor perform any audits. There are no procedures for government approval of accounting records. Financial statements are not required to be filed with the government. The public is not allowed access to LLC financial and accounting records.
Taxes
No business can occur with residents of the island. St. Vincent LLC’s are not subject to corporate taxation or income taxes, capital gains tax or withholding tax up to the first 25 years from being formed. However, U.S. taxpayers and all others residing in countries who tax global income must declare all income to their appropriate tax authority.
There is no requirement to file annual tax returns.
Annual Renewal
Currently, annual renewal fees cost $125 USD.
Public Records
St. Vincent’s International Finance and Preservation of Confidential Relations Law of 1996 provide strict confidentiality for LLC’s. There is no public access to government records. LLC members and managers names are not accessible to the public. LLC accounting records are also not available to the public.
The only exception is when foreign criminal charges have been filed against a named manager or officer. St. Vincent must have the same type of crimes levied against the named person. However, disclosure is prohibited if the crimes relate to failure to pay taxes or come under that country’s tax laws.
Annual General Meeting
While annual general meetings are required, they can be held in any country.
Time for Registration
A LLC can expect to be registered within two business days.
Shelf Companies
Shelf companies are not available in St. Vincent.
Conclusion
A St. Vincent Limited Liability Company (LLC) enjoys several benefits including: no taxes, limited liability, complete privacy, low registration and renewal fee, fast registration, one member and one manager, no required minimum authorized capital and English is the official language.
