COMPANY FORMATION & MANAGEMENT



CHALLENGE
To find in one place the combination of professionalism, integrity, efficiency, stability and tax neutrality, coupled with company formation and management legislation that is second to none.


SOLUTION Anguilla offers all these qualities, together with a sophisticated cadre of local managers and overseas agents who are highly professional and client focused.


RESULT Anguilla has become recognised as a prime jurisdiction of choice for company management purposes by some of the world's most discriminating advisers and its reputation continues to grow.

In Anguilla, the operations of registered agents, also known locally as company managers, are governed by the Company Management Act 2000 under which they are licensed. This legislation allows corporate service providers to serve as registered offices and provide corporate director and nominee services and other ancillary services.

COMPANY FORMATION

Anguilla's Commercial Registry manages the Commercial Online Registration Network (ACORN), a state of the art companies' registration system developed in Anguilla with assistance from the UK Government. Using the latest technology, ACORN enables instant and secure electronic incorporation and registration of Anguillian entities including:

  • International Business Companies
  • Limited Liability Companies
  • Limited Partnerships
  • Trust Companies
  • Protected Cell Companies
  • Foundations

ACORN allows companies to be incorporated instantly from anywhere in the world 24-hours a day, 365 days a year. ACORN also enables all other corporate registration activities permitted under the relevant legislation to be undertaken online. Effectively it has done away with paper. Users can file anything from Articles of Incorporation in a variety of languages to the payment of annual fees.

Incorporations are effected immediately, with ACORN providing a copy of the company's Certificate of Incorporation instantly online. Hard copies of all Certificates generated are also provided through the local licensed company manager. The system enables users to call up online reports, detailing transactions already undertaken and the costs and dates of those transactions. This system is technology at its very best.

COMPANY MANAGEMENT

Company Management involves for the most part incorporating companies, providing registered office services, acting as registered agent, filing registry documents and providing directorship and nominee shareholder services. The corporate vehicles which can be incorporated in Anguilla include: Local Companies (COCs), International Business Companies (IBCs), Limited Liability Companies (LLCs), Limited Partnerships (LPs) and Anguilla Foundations.

International Business Companies: The Anguilla IBC Act provides an innovative and flexible framework for a cost-effective corporate entity. A simple registration procedure combined with streamlined filing formalities is designed to ensure subsequent administration is as straightforward as possible. Companies incorporated in any other jurisdiction may be continued in Anguilla as an IBC.

Limited Liability Companies: Anguilla is one of the few jurisdictions to have a specific LLC Act. Although this is based on the original Wyoming, USA legislation, the Act has developed many features not found in the original legislation. These include, among others, provisions enabling the term of an Anguilla LLC to be perpetual or as otherwise provided for in the LLC agreement and the power to structure Anguilla LLCs so as to ensure that they possess less than three of the four corporate characteristics recognised by the US Internal Revenue Service, viz. (i) continuity of life; (ii) limited liability; (iii) centralised management; and (iv) free transferability of interests. LLCs may, therefore, be structured to provide their members with both limited liability as well as the rights to/liabilities for income and losses.

Company management is very administrative and strong interpersonal skills are an asset for dealing with clients. With this varied array of services, Company Managers have to be aware of changes in legislation and procedures to assist and advise their clients properly.

Company management also requires efficient systems to be in place for client information, due diligence procedures, maintenance of corporate files, receiving and dealing with enquiries and annual billing. Clients will differ in their corporate requirements. Some clients know exactly want they need but others will rely on the company manager to advise them on such matters as issuance of shares, restrictions on transfer of shares or number of directors to appoint.

The most important aspect of company management is compliance with the 'Anti-Money Laundering/Know your Customer' due diligence requirements, which must be adhered to in accordance with the Anti- Money Laundering and Terrorist Financing Code 2009 and other legislation. It is important to have well drafted Client questionnaires which clearly set out for the client the due diligence information that is required. In most cases clients are happy to comply with the requirements, especially when it is explained that the company will not be incorporated until all due diligence requirements have been satisfied.

Company management requires thorough and regular review of corporate files to ensure that information is updated. This is especially important for share registers, as clients sometimes require a Registered Agent Certificate, also known as a Certificate of Incumbency, which is a certificate issued by the registered office confirming details of the company's status, its shareholders and directors.

As the Registered Agent, the Company Manager is responsible for paying the company's annual fees on ACORN, so it is imperative that a good accounting system is in place for billing clients and generally keeping track of clients' funds.
   

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