Business Formation

THE INTERNATIONAL BUSINESS COMPANY
This form of company combines the best features of the now-familiar models used in a number of offshore jurisdictions, and is suitable for companies that will not be doing business on the island. Ease of formation and limited re-porting requirements make this option appropriate where an international company is needed. The International Business Companies Ordinance 1994 has many modern features. For example: A company may have only one director, who may be a nominee or any recognized person under Anguillian law, including a company, trust or partnership. A company may purchase or redeem its shares. Treasury and bearer shares are permitted. Share register inspection is restricted to registered share-holders. There are no financial audit or statement requirements. Domicile can easily be transferred to and from Anguilla. Meetings may be held anywhere, by telephone or other electronic means. An International Business Company may be used in con-junction with other entities, such as a trust, or various forms of partnership, as circumstances may require.

THE PRIVATE COMPANY
This entity is exempt from any of the filing and reporting requirements of an ordinary or public company, and may also be designed to function in conjunction with a trust created under the Trusts Ordinance 1994. Other attractive features of this form of company are: The acceptance of electronic signatures as evidence, not-withstanding the usual Evidence Act provisions; Exclusion of the ultra vires doctrine; Nominees may be used in place of principals; Meetings may be held anywhere, by telephone or other electronic means; No Anguillian shareholder or director requirement; Provision for domiciliation of companies incorporated under the law of other jurisdictions.

THE HYBRID COMPANY
A company formed under this provision may be limited by guarantee or by both shares and guarantee. As such, it will have some of the features of both a partnership and a company. It is a particularly attractive vehicle in civil law jurisdictions, which may not recognize the traditional common law trust concept. Civil law jurisdictions may view a transfer to a trust as no more than a transfer to an individual (with consequent gift or transfer tax implications) or a void abinitio, thus defeating the very purpose of the transfer. The hybrid company can effectively separate shareholder members from guarantor members and limit the rights of shareholders and guarantors so as to comply with the laws of the member’s domicile in the most tax efficient way.

ASSOCIATION FOR NON-PROFIT
This provides a structure for private clubs and associations engaged in charitable works.

A PUBLIC COMPANY
Such a company has all the attributes and requirements of a company offering shares to the public.

THE LIMITED LIABILITY COMPANY
The Limited Liability Company Ordinance 1994 provides a comprehensive framework for the operation of a limited liability company, also known as a limited duration company. This form of non-incorporated association has some features of a company, including capacity to sue and be sued, separate legal identity, ability to own and transfer property, and limited liability of participants. It also has some of the features of a partnership, and if correctly structured, United States tax laws treat them as “pass through” entities, so that only the members and not the entity are subject to tax. This entity, based on a concept first enacted in Wyoming in 1977 and the subject of subsequent favorable IRS revenue rulings, has now been legally created in many states in the United States of America. The Anguillian legislation is modeled on the best of the Limited Liability Company Acts to emerge.

PARTNERSHIP LEGISLATION
It is sometimes useful to combine a company or trust with a partnership or limited partnership. A limited partnership in particular can be an efficient vehicle for venture capitalists who wish to limit their exposure to management and partnership liability. The Partnership Ordinance 1994 and the Limited Partnership Ordinance of 1994, which is part of the same legislative revision exercise, provide a thorough frame work for such structures. Please check with your Company Formation Agent or Attorney-at-Law for the annual corporate and other fees before starting a business.

TRUSTS
The Trust Ordinance of 1994 modernized the Anguillian trust laws to provide additional security, confidentiality and flexibility. As such, Anguilla has become a favorable alternative to many other jurisdictions for the creation and maintenance of offshore trusts. The Trust Ordinance provides the necessary tools to protect one's assets. If the settlor and beneficiaries are not resident in Anguilla, and the trust does not include land located in Anguilla, or shares in a company owning land in Anguilla. Such trust is deemed by law to be an "exempt trust." Any exempt trust shall not be subject, as a matter of law, to any income tax, withholding tax, asset tax, gift tax, profits tax, capital gains tax, distribution tax, inheritance tax, estate duty or other like taxes. 

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