External Companies

“External company” means any firm or other body of persons, whether incorporated or unincorporated, that is formed under the laws of a country other than Antigua and Barbuda; (Section 543 (f) The Companies Act 1995).

An external company carries on business within Antigua and Barbuda according to Section 228, (1) of the Companies Act 1995:

1. if the business of the company is regularly transacted from an office in Antigua and Barbuda established or used for the purpose.
2. if the company establishes or uses a share transfer or share registration office in Antigua and Barbuda.
3. if the company owns, possesses or uses assets situated in Antigua and Barbuda for the purpose of carrying on or pursuing its business, if it obtains or seeks to obtain from those assets, directly or indirectly, profit or gain whether realised in Antigua and Barbuda or not.

An external company by an order of the Minister responsible for Legal Affairs can be exempted from registration. (Section 9 of the Companies Act.)

No external company shall begin or carry-on business in Antigua and Barbuda until it is registered under this Act. (Section 340, (1) of the Companies Act 1995).

All external companies have (12) twelve months from when they commence business to register. (Section 340, (2))

In the prescribed circumstances, the Registrar may restrict the powers or activities that an external company can exercise or carry on in Antigua and Barbuda. (Section 342, (1) of the Companies Act 1995).

(2) When any powers or activities of an external company are restricted under subsection (I), the company shall not exercise those powers or carry on those activities in Antigua and Barbuda.

(3) Where any powers or activities of an external company are to be restricted pursuant to subsection (I), 

• the Registrar shall notify the company of what he intends to do. 
• the company may appeal to the Minister within 30 days from the date on which the notification from the Registrar was received by the company: and 
• the Minister may confirm, vary, or overrule the decision of the Registrar.

Any company which is incorporated in another jurisdiction but intends to carry on business in Antigua must be registered as an external company (Section. 338, The Companies Act 1995).

The following are required for registration an External Company:

• A verified copy of the corporate instruments 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.
• A statutory declaration by a director of the company that verifies on behalf of the company the particulars set out in the statement 

The following are required for registration an External Company:

1. the name of the company;
2. the jurisdiction within which the company was incorporated,
3. the date of its incorporation;
4. the manner in which it was incorporated;
5. the particulars of its corporate instruments;
6. the period, if any, fixed by its corporate instruments for the duration of the company;
7. the extent, if any, to which the liability of the shareholders or members of the company is limited;
8. the business that the company will carry on in Antigua and Barbuda,
9. the date on which the company intends to commence any of its business in Antigua and Barbuda;
10. the authorised, subscribed and paid-up or stated capital of the company, and the shares that the company is authorised to issue and their nominal or par value, if any;
11. the full address of the registered or head office of the company outside Antigua and Barbuda;
12. the full address of the principal office of the company in Antigua and Barbuda; and (m) the full names, addresses and occupations of the directors of the company.

(2) The statement under subsection (1) shall be accompanied by: 

1. A statutory declaration by a director of the company that verifies on behalf of the company the particulars set out in the statement; 
2. A copy of the corporate instruments of the company; (Memorandum and Articles of Association, Articles of Incorporation, Charter, or similar document, together with the certificate of incorporation)
3. A statutory declaration by an attorney-at-law that this section has been complied with 
4. The prescribed fees; and
5. A power of attorney in accordance with section 346.

(3) The Registrar may accept the declaration referred to in paragraph (c) of subsection (2) as sufficient evidence of compliance with the requirements of this section.

When an external company ceases to carry on its business in Antigua and Barbuda, the company shall file a notice to that effect with the Registrar, who will then cancel the registration of the company under this Act. (Section. 352, (1) The Companies Act 1995).

Where the registration of an external company has been cancelled under section 352, the Registrar may revive the registration of the external company if the company files with him/her such documents as he/she may require and pays the prescribed fee. (Section. 353, (1) The Companies Act 1995).

(2) A registration of an external company is revived when the Registrar issues a new certificate of registration to the company. 

Where, in the case of an external company registered under this Act: 

• the name of the company has been changed,
• the corporate instruments of the company have been altered to reflect a fundamental change within the meaning of Division K of Part 1;
• the objects of the company have been altered or its business has been restricted; or
• any change is made among its directors, 

the company shall, within 30 days after the change has been made, file with the Registrar duly certified copies of the instruments by which the change has been made or ordered to be made.

1. Upon receipt of the certified copies and the prescribed fee, the Registrar shall enter the change of name in the register, and, with the approval of the Minister, enter a record of such other changes in the register as he considers to be in the public interest.
2.  The registration of an external company under this Act ceases to be valid 60 days after a change is made or ordered unless within that period the change is filed with the Registrar.
3. Upon the registration under this section of a change in respect of an external company, the Registrar shall issue to the company a certificate of the change under his hand in a form adapted to the circumstances.
4. A certificate issued under subsection (4) is admissible in evidence as conclusive proof of the change therein set out.