NEWS .

THE GOVERNMENT OF ST VINCENT AND THE GRENADINES PUBLISHED ITS NEW IBC ACT 2007.

According to a government statement, the key provisions of the 2007 International Business Companies Act are that:
- Shareholders, Directors and Officers may reside anywhere in the world and their meetings may, similarly be held wherever they decide. There is no SVG IBC residency or nationality requirement for shareholders, officers and/or directors.
- Companies may be formed with as few as one shareholder, who may be a natural person or a juridical entity.
- Companies may be formed with as few as one director, who may be a natural person or a juridical entity.
- There is no requirement for a company secretary.
- Unlike in most other jurisdictions, SVG IBCs can own land in St Vincent and the Grenadines. However, if the persons behind the company are foreigners, an alien landholding licence may be required.
- SVG IBCs are exempted from taxation in the jurisdiction. Under present regulations there are no personal income taxes, estate taxes, corporate income taxes or withholding taxes for SVG IBCs.
- An IBC that wishes to benefit from the Caricom Tax Treaty may however irrevocably elect to pay taxes at a rate of 1% on its annual profits. This facility is especially attractive where the beneficial owner is a Caricom national as such income is not liable to further tax in his home country. Companies that make the election must file annual tax returns in SVG. (Unlike in St Lucia, such IBCs are NOT subject to an annual audit). However, BVI companies do not enjoy these treaty benefits, as that country is not a member of Caricom.
- Except where the election in the previous provision is made, there are no requirements for the filing of annual reports or accounts with any government authority in SVG.
- Bearer shares are permitted, but records must be maintained by the company's Registered Agent of each bearer share certificates in issue, and the Registered Agent must maintain custody of bearer share certificates on behalf of the beneficial owner. The Beneficial owner could however request a Certificate of Immobilization as proof that the Registered Agent holds the shares in custody on his behalf.
- The authorized share capital may be denominated in any recognised currency.
- There is no minimum capital requirement for an SVG IBC.
- Shares may be issued fully paid, partially paid, or nil paid.
- A company seal is not a mandatory requirement.
- The identity of beneficial owners, shareholders and directors are not required to be filed in any public record unless the directors elect to do so.
- SVG IBCs must keep a register of charges, but there is no requirement to file this on public record.
- The Act provides for continuation of companies to and from anywhere around the globe. It also provides for local companies incorporated (and external companies registered in SVG before January 2008) to migrate to the IBC register. This is an especially useful facility for high net worth individuals who own expensive real estate in Mustique and other Grenadine islands via a non- St Vincent IBC which is registered in the jurisdiction as an external company.
- Amendments to the Articles of Incorporation, mergers or consolidations with foreign corporations can be carried out with a minimum of bureaucratic interference, thereby enhancing efficiency and reducing costs.
- Shelf companies are available.
- The incorporation process can take as little as 24 hours subject to name availability and reservation.
- Under section 36, trustees of shares of a St Vincent IBC which are held in a St Vincent trust enjoy a status similar to trustees of VISTA trusts in the BVI. The trustees have an overriding duty to hold the shares and have no duty to oversee the management of the underlying company, unless so provided in the trust deed or the Articles and By Laws.