Starting a Company

Each person who intends to go into business must decide on the legal structure best suited to his or her needs. The legal structure of a commercial enterprise defines the legal relationships within the enterprise as well as its relationship to its environment.
In choosing the best structure, you should consider your personality, the purpose of the enterprise, its intended size, management capability and statutory requirements for the several types of commercial enterprises there are.

A company is a legal person, separate from those who own or manage it. The possible benefits of operating as a company include:

The people who invest in the company (the members, normally shareholders) will not be personally liable for the company’s debts over and beyond what they have invested or agreed to invest but, if the business is profitable, they may be entitled to a dividend
The day-to-day management can be the responsibility of directors who need not be the same people as provide the investment
The company can continue indefinitely – it can survive the death of the founders of the business or be sold to new owners by simply transferring shares

In return for these benefits, information about a company’s activities must be provided to the Registrar. This includes any change in the directors or registered office, an annual return and annual accounts or certificate of solvency.

LEGAL AND INVESTMENT ADVICE

If you are considering starting a business but are not sure what type of business structure is right for you, or need advice about the implications, we suggest that you consult a lawyer. We have a list on our website to assist you in selecting a lawyer.

Advice for investors, including anyone starting a new business, is also available from the Antigua and Barbuda Investment Authority.

TYPES OF COMPANIES that provides for the incorporation of:

Private Limited Liability Companies
Public Limited Liability Companies
Non-profit Companies

It also provides for the registration of companies incorporated elsewhere as external companies operating in Antigua and Barbuda.

TAX, SOCIAL SECURITY, MEDICAL BENEFITS

The information provided to ABIPCO for the incorporation of a company will be shared with the Inland Revenue Division in order that the company can automatically be registered as a taxpayer.
As and when the company takes on employees, it will still necessary for them to be registered separately at Social Security and Medical Benefits.

NON-PROFIT COMPANIES

To qualify for incorporation as a non-profit company, the company’s business must be restricted to “one that is of a patriotic, religious philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature, or the like, or to the promotion of some other useful object” (s. 328, The Companies Act 1995).
Prior approval will be required from the Minister before a non-profit company is incorporated. Application for registration for registration of a non-profit company is made on Form 2. A non-profit company does not have a share capital and does not allow dividends for its members. Any profits are to be used in furthering its business.

EXTERNAL COMPANIES

Any company which is incorporated in another jurisdiction but intends to carry on business in Antigua must be registered as an external company (s. 338, The Companies Act 1995).
The following documents are required for registration:

The constitutional documents of the company (Memorandum and Articles of Association, Articles of Incorporation, Charter or similar document, together with the certificate of incorporation)
Form 22 (Application for registration)
Form 23 (Power of Attorney)
A statutory declaration by an attorney-at-law that section 344 has been complied with