Company Formation Survey 2008


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		1. Company law	Registered Agent and Trustee Licensing Act (RATLA), The International Business Companies Act, The International Banks Act, The International Insurance Act, The International Mutual Funds Act, The International Trusts Act, The Money Laundering (Prevention) Act and The Financial Intelligence Authority Act.
		2. Types of company:	In addition to IBCs, companies formed under St. Lucia's Companies Act 1996 are widely used by investors as holding companies for shares in regional ventures. This is a result of dividends not being taxable under St. Lucia law and being distributable under the Caricom (Caribbean Common Market)Treaty without withholding tax.
		(a) type of company preferred for international transactions:	The IBC, which can also operate as a bank, insurance company or mutual fund.
		(b) shareless companies:	The IBC law does not provide for shareless companies.
		3. Capital requirements:	No minimum capital for an IBC. Bank: USD1,000,000 (Class A) or USD250,000 (Class B). Insurance company: USD50,000 - USD200,000.
		4. Costs to incorporate, excluding government fees:	Varies from practitioner to practitioner. Fees are in the region of USD500 to USD700 per IBC. The price will depend also on volume and the range of services required.
		5. Fees paid to authorities to incorporate:	USD300, regardless of whether the company is capitalised below or above USD50,000. Incorporation fees are prorated in the year of incorporation on a quarterly basis. Therefore a company incorporated in June pays USD225 while one formed in December pays USD75.
		6. Annual fees paid to authorities:	For an IBC the fee is USD300 per annum. Licensed institutions pay this fee as well (because they are IBCs) and they pay an annual license fee as follows. Banks USD25,000 for a Class A. USD15,000 for a Class B. Insurance companies pay USD2,500 per annum and Mutual Funds pay USD500 for private funds and USD1,000 for public funds. The incorporation fees for all entities are prorated in the year of incorporation on a quarterly basis. Thereafter there is a universal renewal date for all licences/fees of 1 January and when the full annual fee is payable.
		7. Taxation rates applied to companies generally:	IBCs may elect to be exempt or pay a 1% tax rate if this will be beneficial to them under the terms of any reciprocal tax agreements. A recent amendment to the IBC Act allows companies that were formed with a tax exemption to elect to pay tax at 1%. There is no reciprocal provision that allows companies that have elected to pay tax to change that election.
		(a) the taxation of companies in 2 (a)	Domestic companies are subject to a rate of 32% on profits. It should be noted that there have been amendments to the Income Tax Act that provide for tax exemptions for foreign sourced income and income earned by licensed service providers.
		8. Method of incorporation:	Practitioners licensed under the RATLA incorporate companies. This can be accomplished by filing the constitutional documents in the traditional manner of submitting paper copies or through the use of the public online registry system "Pinnacle St. Lucia" (www.pinnaclestlucia.com).
		9. Who may incorporate - specify what, if any, local representatives/ professionals required?	Only registered agents licensed under the RATLA are eligible to form companies. These are generally service companies run by accountants and lawyers.
		(a) are ready made companies available?	Yes, some registered agents do offer shelf companies though all can provide them.
		10. Length of time to incorporate:	A maximum of 24 hours, in most cases less, particularly where the online registry system is used. However, this does not apply to banks, insurance companies and mutual funds, as these are subject to due diligence checks by the regulators.
		11. Minimum members:	One.
		12. Registered office:	The registered office must be that of the registered agent licensed under the Registered Agent and Trustee Licensing Act.
		(a)Can the registered office be a bank/ lawyer/ accountant's office (brass plate)?
		13. Directors and secretary:
		(a) Must a director/ secretary be resident?	Only licensed entities require a resident director. Ordinary IBCs do not. A Secretary (whether resident or not) is not a requirement in either case and if opted for can be either a resident or non resident.
		(b) Are Corporate Directors allowed?	Corporate directors are allowed.
		14. Appointee directors/ secretary possible?	Yes. Both are possible.
		15. Amount of fees payable to appointee directors/ secretary:	This will be based on the service provider, but varies between USD250 and USD1,500
		16. Meetings:	Unless specifically required by the company's Articles of Association, there is no requirement for any annual meetings to be held. Meetings of directors or members are held when and where required.
		17. Annual return:	No, unless the company is a licensed entity. A standard IBC is not required to produce audited financial statements, unless it elects to pay tax at 1%. However, all financial records must be maintained so that any member or director has access to them at the registered office.
		(a) Must financial statements of a company be audited?
		18. Is disclosure of profits required by filing balance sheets with annual returns?	No, except for licensed entities, as their financial statements must be submitted to the Director of Financial Services who is responsible for their regulation and supervision. The same will apply to those IBCs that elect to pay tax at 1%.
		19. Are there any exchange control or other financial restraints imposed upon a company?	There are no exchange controls or financial restraints imposed upon IBCs.
		20. Companies formed in the last year:	N/A.
		21. Number of companies on the company register altogether:	N/A.
		22. How, if any, is migration into and out of the jurisdiction achieved?	Migration into and out of St. Lucia is possible. To migrate into the jurisdiction, articles of continuation and certified copies of the memorandum and articles (or equivalent) from the current jurisdiction must be filed with the Registrar of IBCs. Proof of good standing in the country of incorporation must also be presented.
		23. Is migration out of your country provided for?	Migration out of St. Lucia is permitted. Once redomiciliation out is complete a notice is to be filed with the Registrar.
		24. Any amendments to company law over the last 12 months:	Incorporated Cell Companies and incorporated cells were introduced by amending the International Insurance Act, and the International Business Companies Act. New Mutual Funds Act became law in August 2007.
		25. Anticipated amendments to company law over the next 12 months:	Not at this time.
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