December 1998

THE INTERNATIONAL BUSINESS COMPANIES ORDINANCE 1994

This Ordinance has been amended to include the following major points:

  • an IBC may not hold real property situated in Anguilla, except an office to be used for running its business
  • an IBC may use a name of a previous company which has been struck off the register for more than 3 years
  • an IBC may issue various types of shares and other securities subject to its articles or by-laws
  • an IBC may have an authorised capital in any currency approved by the Registrar
  • provisions covering the definitions and consequences of an IBC making unlawful distributions
  • an IBC may create mortgages and charges of shares
  • provisions covering consequences and actions required of an IBC when a registered agent ceases to act for it
  • an IBC may have only one director together with provisions for meetings and resolutions of the company, where only one director exists
  • provisions regarding proper accounting records
  • a company incorporated elsewhere may continue as an IBC in Anguilla, even though the laws of the jurisdiction in which it is incorporated do not permit its continuation
  • provisions clarifying the liquidation and dissolution of an IBC by the Court
  • provisions clarifying the duties of an official liquidator of an IBC
  • an IBC is exempted from all taxes and from registration of documents
  • provisions allowing a shareholder or debenture holder of an IBC to apply to the Court to carry out an investigation and the powers of the Court in this regard
  • an IBC may elect to register directors and shareholders and may subsequently elect to cancel such registration

THE COMPANIES ORDINANCE 1994

This Ordinance has been amended to include the following major points:

  • provisions clarifying the requirement for shareholder meetings and the requirement for Companies to keep proper accounting records
  • provisions covering consequences and actions required of a Company, when a registered agent ceases to act for it
  • provisions clarifying the requirements of annual returns to be filed by Companies
  • the inclusion of detailed new merger and consolidation provisions
  • provisions covering the revival of a Company by both the Registrar and the Court
  • the inclusion of detailed enforcement measures and other protective actions by members of a Company

THE COMPANY REGISTRY ORDINANCE 1998

This new Ordinance has been introduced for the purposes of the ACORN online system

  • to provide for the keeping of registers by the Registrar of Companies
  • to permit the filing of documents in both paper and electronic form
  • to permit the use of digital signatures
  • to include register inspection provisions.

Guidelines covering the practical application of these provisions have also been issued.

Limited Liability Companies and Limited Partnerships

Amendments to the existing legislation are expected shortly

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.