Companies Compliance

What are the next steps after collecting my documents from the Antigua and Barbuda Intellectual Property & Commerce Office for your Company?

In Antigua and Barbuda, the statutory bodies to which companies must register with are: 

• The Inland Revenue Department (IRD)
• Social Security 
• Medical Benefits
• The Board of Education (Education Levy Department)

The information below applies to all Companies including: 

1. For Profit Company:
   • Private Company
   • Public Company
2. Non-profit Companies
3. External Companies 

Companies in Antigua and Barbuda are required to have an address within the jurisdiction of Antigua and Barbuda in accordance with section 175 of the Companies Act, 1995.

A company may have a common seal with its name engraved in legible characters; but, except when required by any enactment to use its common seal. The company may use its common seal or any other form of seal for sealing any document.

A Notice of Change of Directors must be filed when there is a change in Directors within fifteen days of the change in a company as per section 77 of the Companies Act 1995.

Copies of resignation letters of directions are to be lodged at the Registry.

All Companies must file annual returns. This must be updated on the Companies’ Register every year, no later than 30 days after the anniversary date of the Company’s incorporation. This is in accordance with Section 194 and 356 of the Companies (Amendment) Act, 2022.

Failure to comply with this rule will result in a penalty. Following the deadline, the Registrar may levy from that day a fee every 90 days, and/or strike off the Company from the register. (Section 194 and 356 of the Companies Act 1995).

If default is made in complying with the aforementioned sections, the Company and every director or officer who is in default is guilty of an offense.

Your annual return should include the company’s address as well as details of directors and shareholders. This information must be authorized by a company director, shareholder or by a person authorized to act on behalf of your company.

When submitting annual returns for a Non-profit company, a copy of the company’s annual financial statement is required. This statement must include: 

1. The assets and liabilities of the company in the form of a balance sheet.
2. The revenue and expenditure of the company since the date of incorporation or the date of the previous financial statement. 

The annual financial statement must be accompanied by the report of the auditor of the company and must be approved by the directors of the company and the approval must be evidenced by the signature of one or more directors (Part X, Section 28 (1) and (2) of the Company Regulations 1997). Failure to file your Company’s Annual Return and/or the financial statement can result in being struck from the Register as well as add unnecessary penalty cost to the Company.

• Additional filing requirements triggered by donations in excess of twenty-five thousand ($25,000.) dollars;

In addition, a non-profit company from one year after its incorporation and thereafter in each year file with the Registrar a report containing the following: 

1. any monetary donation made to the company in excess of twenty-five thousand ($25,000.) dollars;
2. the name, current address and occupation of the members and directors;
3. the purpose for which the donations were applied; 
4. the amount of any loan obtained by the company, the lender, and the terms of repayment;
5. the names and positions held by its employees
6. A report for the purposes of subsection (1) shall be filed no later than 30 working days after;
7. the name and address of the beneficial owner.

A Beneficial Ownership Attestation is the record information that identifies each person who holds ownership rights of a company. “Beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary. 

A Beneficial Ownership Attestation should be filed by both Local and External companies each year, no later than 30 days after the anniversary date of the Company’s incorporation. This is in accordance with Section 194A and 356B of the Companies (Amendment) Act, 2022.

The Annual Attestation shall include the following: 

1. the name and address of any person who owns five percent or more of the total voting rights of the company; 
2. where there is a nominee, the name and address of the ultimate beneficial owner for whom a person holds the shares or their ownership interest;
3. the name and address of any person who controls the company acting directly or indirectly, and acting individually or jointly; 
4. the name of all of the directors and officers; and 
5. any other information as the Commission may determine

Yes, on every occasion where there is a change in the information on the beneficial ownership of a company, the company shall file with the Registrar a notice of change of beneficial ownership, in the prescribed form, within fourteen (14) days of the change in the beneficial ownership information required to be included in the attestation. Section 194A of the Companies (Amendment) Act, 2024.

Any company that wilfully fails to file an attestation report on beneficial ownership shall pay an administrative penalty of $200 dollars for every month or part thereof that the attestation remains unfiled up to a maximum of $2,500.

Where a company is liable to the maximum penalty referred to above and has not filed its attestation, the Registrar may strike off the company from the register of companies in accordance with section 511(1)(a) of the Companies (Amendment) Act, 2024.

Where a company fails to file a notice of change of beneficial ownership within 14 days of the change, the company shall pay an administrative penalty of $200 dollars for each month or part thereof up to a maximum of $2,000 dollars. Section 336A of the Companies (Amendment) Act, 2024. 

Regardless of whether your company is trading, you must file an annual return each calendar year after incorporation.

If your company has stopped trading, you may want to consider applying for a removal of your company from the register. Seek professional advice before taking this step.

Yes. All companies in Antigua and Barbuda need to keep and maintain records about their company and how it is managed. These include company records, such as minutes, as well as financial records and the company’s share register.

Depending on the nature of your business, you’ll need to report to various government agencies about your business activities. 

In fact, the Registrar or other competent authority acting pursuant to a statutory power, may, at any time in writing, request from the company, records and other underlying documentation required to be kept by section 177 and section 187 of the Companies Act 1995 without delay. The Companies (Amendment) Act, 2024.

Yes. The Companies Register must hold up to date addresses for your company’s:

• registered office
• address for service, and
• address for communication.

A company at all times should have a registered office in Antigua and Barbuda. You should update the Companies Register as soon as possible if your communication address changes. 

 A company that fails to maintain records and other information for a specified period commits an offence and is liable on summary conviction –

1. to a fine of $50,000; or
2. where it is proven that the records or other underlying documentation was deliberately destroyed, to a fine of $150,000 dollars.

A company that fails to file notice of the change of information with the Registrar shall pay an administrative penalty for the failure to notify the Registrar, and to a further penalty for every month or part thereof that the information remains unfiled. Section 187 of The Companies (Amendment) Act, 2024.

Yes. You need to keep a record of minutes from board and committee meetings, as well as resolutions from shareholders.

A company must maintain a share register that records:

• the shares issued by the company
• an alphabetical list of the shareholders’ names with their residential addresses or registered office, if they’re a company
• the number of shares each shareholder owns and,
• any restrictions or limitations on the transfer of shares and where to find the details.

No transfer of shares should be valid unless the written instrument of transfer is presented in duplicate to the Registrar of Companies and a copy is registered by him in the Companies registry.   Section 195A of the Companies (Amendment) Act, (2004).

Company Removals occur as a result of failing to send any return, beneficial ownership attestation, notice, document or prescribed fee to the Registrar in a timely manner. A Company may be struck off the Register and experience additional legal consequences. This can however be remedied, but the process will cost the Company to restore as well as to file outstanding documents. The cost of Restoration can be found on the website.

No application shall be made to the Registrar to restore the company to the register after the expiration of seven (7) years from the date of the publication of the notice in the Gazette. Section 511 of The Companies (Amendment) Act 2024.

When you apply to the Registry to remove your company from the Companies Register, there are steps you need to take so the process goes smoothly.

An application to remove a company from the register can be made by:

• the shareholders through a special resolution, or
• the board of directors or another person, but only if the constitution of the company:
  • allows them to, or
  • says they must apply.

Before you close your company you need to make sure your company filing requirements are up to date on the Companies Register. All the information can be updated online, including your directors’ and shareholders’ details, and address information.

If your company is due to file audited financial statements under the Companies Act 1995 or other legislation, complete these before you apply to have your company removed from the register.

The Registrar of Companies has authority to remove a company from the Companies Register if you haven’t complied with your obligations under the Companies Act 1995, or if your company has been liquidated or amalgamated with another co we may conclude that your business is no longer operating if you don’t:

• file an annual return for your company
• respond to requests for information that you must supply to us.

We must remove the company if:

• your liquidator has sent the final report for the liquidation, or
• no liquidator is acting for the company.

If your company no longer exists because of an amalgamation, we remove it from the register on the day we issue a certificate of amalgamation.

You may apply to the Registrar of Companies using the prescribed form in the regulations

To apply to the Registrar, you must at the time in which the company was removed be:

• A director or shareholder of the company
• Liquidator or a receiver of the company.

When you apply you must include evidence that supports your reason for applying for restoration.

When the company is restored, you may also need to provide further documentation to keep the company on the register — for example information about your company’s directors. 

Companies may be wound up voluntarily by its shareholders or involuntarily by the Courts on an application by the Registrar or an interested party.