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Offshore Company Formation & Incorporation

One of the major advantages of the Belizean IBC is the exemption from income tax, capital gains or transaction tax.
The jurisdiction is highly rated for its banking secrecy; corporations do not have to disclose beneficial ownership and Trusts need not disclose the names
of their beneficiaries

BENEFITS
1. Anonymity
2. Exemption from Tax Legally
3. Very high Privacy Protection (with Nominee Director Service)
4. No Accounting (No Accountancy fees)
5. No Reporting
6. No Audits
7. Business can trade Globally
8. No Taxation on Income

OFFSHORE
COMPANY FEATURES
Not subject to tax. The Belize IBC enjoys total exemption from all forms of taxation in Belize including stamp duty.
No exchange control. A Belize IBC may freely open and maintain any type of currency account.
No necessary audit requirements.
Speedy and simple incorporation. The IBC Registry routinely incorporates a Belize IBC within 24 hours of lodgement of the constitutive documents of the company together with the prescribed fee.
Confidentiality. Filing requirements are limited primarily to memorandum and articles of association, name of registered agent and address of registered office.
Bearer shares may be issued subject to registered agent/professional intermediary custody requirement.
Only one subscriber is required for incorporation.
The Belize IBC may have only one director. Directors can be corporate and need not be resident in the country.
Meetings of shareholders and/or directors may be held in any country at any time and may be attended by proxy.
Resolutions of members and/or directors may be passed without a meeting.
Shares can be issued without par value.

REQUIRED DOCUMENTS
To register the company you need
1. Notarized copy of your Passport.
2. Notarized Copy of utility bill for address verification less than 3 months old
3. Application documents.

We also provide services for other jurisdictions.
Skitts/Nevis, St Lucia, Panama, Seychelles, Cook Islands, Dominica, Anguilla and many more.
We also provide offshore accounts.

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Offshore International Bank Formation
An international bank can be established in St. Lucia under the International Banks Act, 1999 (the Act). This is the legislation that governs the operation of international banks doing business from St. Lucia. The Act, and regulations made there under, outline the requirements and procedure to be followed in applying for a licence.

Types of licence
Applications will be considered for two (2) types of licence. The first is the Class ‘A’ Licence. This is a general banking licence without restriction as to with whom the bank can do business. The other type of licence is a Class ‘B’ licence. This licence restricts the persons with whom the bank can do business. The application for a Class B licence must include a list in the form of an undertaking of the persons with whom the bank will be doing business. With the permission of the Director, this list may be modified after the bank has been established.


Capital Requirements
The Act stipulates minimum capital requirements for each type of licence.
In addition to the capital requirement, each bank is also required to maintain a deposit of $100,000.00 in an approved bank (not necessarily in St. Lucia).
The licensed bank will be required to give a written undertaking that it will keep and maintain that deposit free and clear of all encumbrances during the currency of the licence.

In the case of a Class A licence the minimum paid up capital requirement is $1,000,000.00. In the case of a class B licence the minimum paid up capital requirement is $250,000.00. The Minister reserves the right to vary the level of initial capital required in certain circumstances e.g. Where deposits or loans are expected to be extremely large at or near inception, or where the nature of the capital is sufficiently illiquid so as to give rise to concern in this regard.

Capital Adequacy Criteria
The Financial Services Supervision Unit of St. Lucia has adopted the risk-based approach to assess the capital adequacy of international banks licensed in St. Lucia under the International Banks Act.

The framework is as follows:-
1. All assets recorded on the balance sheet of a financial institution as well as their off-balance sheet exposures are assigned to broad risk categories.
2. The total of the risk adjusted assets, both on and off balance sheet, is compared to the level of an institution’s capital.
3. The qualifying capital comprises Tier I or Core Capital and Tier II or Supplementary Capital.
4. The ratio of capital (Tier I and Tier II) to risk weighted assets should be a minimum of 8% of which the core element (Tier I)
should be at least 4%.
Detailed below are the Constituents of Capital, the Risk Weights for On-Balance Sheet Assets and the Credit Conversion Factors for Off-Balance Sheet Items
.

Audit requirement
The application must include confirmation from an approved auditor (can be an auditor from outside of St. Lucia with consent of the Minister), in the form of a letter, that he has agreed to carry out the annual audit required under the Act.

Local Attorney Requirement
The regulations require that an attorney practicing in St. Lucia be appointed. A letter from the attorney accepting the engagement must be included with the application.

Resident Director Requirement
An international bank must have at least two directors one of whom must be a resident of St. Lucia. All directors must be natural persons. Most registered agents provide this service.

Local Management Requirement
The Act does not mandate the appointment of a local manager. However, the application form calls for particulars of how banking management services are to be provided. Registered Agents are not permitted by the Director, to be involved in management of a bank.


Corporate Management Requirement
The International Business Companies Act requires the appointment of a Registered Agent in St. Lucia, who will incorporate the company and provide the registered office. The Registered Agent also maintains the various registers (shareholders, directors and corporate secretary), which must be kept in St. Lucia.


The Application for a Banking Licence
You will need to provide the following information and documentation:-
1. The class of licence required.
2. The amount of share capital of the proposed company and the par value of each share.
3. The method of raising the share capital (e.g. cash investment by parent company).
4. Certified evidence of capital and deposit requirement. This takes the form of a notarised declaration by the shareholder of the proposed company stating how it is proposed to capitalise the company and an undertaking that the shareholder will provide the capital and deposit required after the company has been incorporated. Where possible the shareholder should provide proof that the capital exists.
5. A duly completed and executed ‘Statutory Declaration’ in the prescribed form, a copy of which is attached, by each director and senior manager of the proposed company. Please note that this declaration must be notarised.
6. A notarised certified copy of the incorporation /constitutional documents of the parent company.
7. Particulars of any shareholders loans to the proposed company.
8. Three (3) years (at least) projected income statement of the proposed company.
9. Comparative financial statements of the last three (3) years for the parent company.
10. Financial statements for the parent company for the current year up to the end of the month before the application is being made.
11. In the case of the re-domiciliation of an existing company, (9) and (10) above must be supplied in relation to that company.
12. The business plan for the proposed company.
The business plan should include:
1. An organisational chart showing the group structure, where the Applicant is a member of a group.
2. An economic benefits chart showing the flow of economic benefits where this is not plain and obvious from reading of the business plan;
3. A detailed feasibility study explaining why the proposed company wishes to establish an international bank and the assumptions underlying the financial projections.
4. A clearly defined list of intended depositors (in the case of applicants for a Class B licence);
5. A detailed account of how interest has been calculated;
6. Detailed assumptions (including security measures and risk management procedure) pertaining to derivative contracts, e-banking, etc. in which the proposed company may become engaged;
7. A full account of the proposed company proposed Investment Strategy including evidence that the proposed company will maintain a well-balanced and diversified portfolio.
8. Details of the Applicant’s administrative controls, showing the division between operational and administrative functions and indicating the checks in place
9. A risk analysis report evidencing that the applicant has analysed the risks inherent in the types of activity proposed
10. Detailed information on the proposed company correspondent banking relationships, including information on the correspondent banks themselves.
11. Where the Applicant is an existing bank detailed Capital Adequacy Computation Worksheets based on the assets included in each projected balance sheet and computed in accordance with Basle principles.
12. Detailed Capital Computation Worksheets based on the Capital items in each projected balance sheet.
13. Requisite authorisations and consents from the home regulator or that of a parent company, as appropriate.
14. The business record, competence and experience of the persons who will operate and manage the bank.
15. Details of the nature and sufficiency of the financial resources of the parent company and the bank, and
16. Details of the soundness and feasibility of the plans of the bank for the conduct and development of the bank’s business. If necessary your registered agent may be able to assist in compiling the business plan or any part of it. In any event, the registered agent will review the business plan and projections to ensure that they meet the expectations of the Director.
17. Details of corporate structure. This requires information as to any other companies within a group, e.g. parent, associate companies and subsidiary companies.


The Application to Incorporate
Once the consent to incorporate has been granted, the registered agent will proceed to incorporate the company based on the information provided for the applications. An international bank would normally be exempt from taxation in St. Lucia. There is an option however, to elect to pay income tax at the rate of 1% which may have advantages in some situations. When the company has been incorporated, the registered agent will prepare the minutes, resolutions and other organisational documents needed to:-
1. appoint the directors
2. issue the shares
3. open bank accounts
4. secure the statutory deposit required under the Act, and
5. meet any other requirements.


After the Grant of the Licence
After the license has been granted the Director will expect to have been provided with the following within ninety (90) days of the grant of the licence:
1. original (or notarised) bank statement showing that the capital has been injected into the company where the capital is cash, or other evidence of capitalisation as the case may be;
2. original (or notarised) certificate of deposit showing that the $100,000.00 security deposit is being held at an approved bank; and
3. a duly executed Agreement of Undertaking by the company in favour of the Government of St. Lucia in respect of the security deposit.
The law firm or registered agent can prepare item (3) above and forward same for execution by the parties.

Books and Records
Every licensed bank is expected to maintain permanently at its principal office in St. Lucia books of accounts and records of its banking business.

Reporting Requirements
Operators are expected to know and comply with the various reporting requirements under the Act, the Regulations and conditions of the licence.

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