Companies

A company is a legal person, separate from those who own or manage it. It is also known as a body corporate that is incorporated or continued under the Companies Act 1995, Section 543 (f).

You should get an overview of how companies are structured, find out about the company records you need to keep, and what’s involved when you incorporate with and report to the Intellectual and Commerce Office.

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.

Therefore, when starting a business, it’s important to choose a structure that suits the way you work and the kind of business you’re in.

• For-Profit Company:
  • Private Company
  • Public Company
• Non-profit Companies
• External Companies

The possible benefits of operating as a company include:

1. 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.
2. The day-to-day management can be the responsibility of directors who need not be the same people to provide the investment.
3. 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.

Any person, who is over eighteen years of age, is of sound mind and does not have the status of a bankrupt may apply for incorporation of a company. All companies incorporated in Antigua and Barbuda have the same basic elements:

• A  Company Name
• At least one share, one shareholder and one director
• A Registered Office.

Anyone setting up a company will need to choose a name, followed by submitting the following requirements below: 

• The constitutional documents of the company (Articles of Incorporation and By-laws)
• A statutory declaration by an Attorney-at-Law that section 4(3) has been complied with.
• Notice of Directors
• Notice of Registered Office

The forms can be completed using our e-filing system or manually by using the forms found on our website. This will enable the Registrar to start reviewing your application as soon as you have entered the information. You will need to print the completed forms and obtain signatures before delivering them to the Registrar and paying the registration fees.

Before setting up a company, you should reserve its name in the Companies Register. A free search of existing company names can be performed on our website. There are firm guidelines to follow when choosing and reserving a company name. Once you’ve reserved a name and it’s been approved by our office, no other company can incorporate an identical or almost identical name.

Similar rules apply to the choice of a name, whether this is being used for a company or other form of business. In short, the name must not be confusing, misleading or offensive. More precisely, a name must not be –

• the same as a name already on the register in Antigua and Barbuda, or
• So similar as to confuse or mislead.

It must not imply a connection with –

• any part of government (unless approved by the Minister),
• a political party or its leader, or
• A university or professional association (unless there is a formal consent).

It must not give a false impression of –

the nature of the business,

• how goods or services will be produced or supplied,
• who will be employed, or
• Where its products or services will come from.

Finally, it must not be in any way objectionable.

A director is someone elected or appointed to manage a company’s business and affairs.

Directors are responsible for managing the company’s day-to-day business and may also be shareholders. They have duties to the company, its shareholders and others dealing with the company.

Every registered company must have at least one director. Who your directors are, and key information about them, is recorded on the Companies Register.

As a director you must act honestly, in the best interests of the company, and with reasonable care at all times.

You must not act, or agree to the company acting, in a manner that’s likely to breach the Companies Act 1995 other legislation or your company’s constitution.

The minimum standards include:

• acting in good faith and in the best interests of the company
• exercising your power as a director for a proper purpose
• not allowing, agreeing, or causing the business to be carried out in a way likely to create a substantial risk of serious loss to the company’s creditors
• taking the care, diligence and skill that a reasonable director would exercise in the same circumstances
• ensuring the company can pay all its debts and has more assets than liabilities
• complying with the Companies Act.

A company director’s duties can include:

• determining and implementing policies and making decisions
• preparing and filing statutory documents with the Companies Office or other agencies
• calling meetings, including an annual meeting of shareholders
• maintaining and keeping records
• binding the company to contracts with suppliers, lenders and others dealing with the company.

Your company constitution, if you have one, may set out additional duties and responsibilities.

Some of the reasons you can’t be a director include if you’re:

• under 18 years of age
• an undischarged bankrupt
• A person of unsound mind
• prohibited from being a director, general partner or promoter under certain statutory provisions

• A company shall at all times have a registered office in Antigua and Barbuda.(Section 175 (1))
• The directors of the company may change the address of the registered office. (2)

A company shall prepare and maintain at its registered office records containing

• the articles and the by-laws, and all amendments thereto, and a copy of any unanimous shareholder agreement and amendments thereto; 
• minutes of meetings and resolutions of shareholders; and
• copies of all notices required by section 69,77 or 176.  (Section 117)

When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company’s annual return.

As a shareholder, you’re an investor in a company, and your details are listed on the company’s own share register, and on the Companies Register.

To raise money to start or grow, a company may issue shares. How those shares are arranged, and who holds them, is managed through share allocations.

Every company must register details of its shares and shareholders on its own share register. Those details also appear on the Companies Register.

As a shareholder you:

• have the right to a percentage of any distribution or dividend paid to shareholders, based on how many shares you own.
• are not responsible for, and don’t participate in, the day-to-day management of the company (unless you have authority from the company to do so)

Your company’s board of directors is responsible for calling meetings of shareholders as required by the Companies Act and your company’s own constitution, if it has one. This may include calling an annual meeting of shareholders.

Shareholders generally have the right to cast 1 vote for every share they hold at company meetings. Issues voted on can include:

• appointing or removing directors or auditors
• adopting, altering or revoking the company’s constitution
• approving a major transaction
• approving a long form amalgamation
• putting the company into liquidation
• closing the company.

If a company goes into receivership and you haven’t yet paid for your shares in full, you may be forced to pay the balance owing for those shares.

If a company goes into liquidation and sells its assets, you have the right to a proportion of the money that’s raised from the sale, but only after creditors have been paid.

If you are considering starting a Company but are not sure what type of Company structure is right for you, or need advice about the implications, we suggest that you consult a lawyer. 

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

 If you are considering starting a Company but are not sure what type of Company structure is right for you, or need advice about the implications, we suggest that you consult a lawyer. An Attorney reference list can be found on our website.