GOING INTO BUSINESS
Each person who intends to go into business must decide on the legal structure best suited to his or her needs. The legal structure of a commercial enterprise defines the legal relationships within the enterprise as well as its relationship to its environment. In choosing the best structure, you should consider your personality, the purpose of the enterprise, its intended size, management capability and statutory requirements for the several types of commercial enterprises there are.
There are two basic structures to choose between:
• A Company - a commercial enterprise registered or incorporated under the Companies Act. (A company can be either be Non Profit (Charity, Club, etc.) or Profit Generating
• A Business - a sole trader, partnership (firm), trustee or agent for a foreign firm which operate under a specific trade name registered under the Business Names Act.
REGISTRATION OF THE OVERSEAS COMPANY
This is used in the registration of Companies which already exist overseas and wish to operate business in Antigua and Barbuda. They are known as an external company. They can be registered and operate within this jurisdiction without altering the structure of the principle company simply by engaging the services of a local power of attorney.
LOCAL COMPANY INCORPORATION
Incorporation of a company creates an entity with its own legal personality whether a Non Profit and Profit Generating entity which can sue or be sued and enter into contracts through its officers. In the case of a non-profit company it is established for a specific purpose and its members should not gain monitory benefit from membership itself. In the case of a for profit company its interests are divided by shares which can be bought and sold and can gain monitory gain through the declaration of dividends. Both provide its members/shareholders with limited legal liability. Before incorporating a company however, it is important to decide whether it is necessary to avail oneself of corporate status or whether to seek registration under the Business Names Act, which is a much cheaper and simpler form of registration appropriate to small low risk business enterprises.
BUSINESS NAME REGISTRATION
Patrons of our site can now register their business name by completing some simple steps within our business registration category.
COMPANY NAME RESERVATION
One of the new features of the Website is company name reservation. A company name may be reserved for a period of ninety (90) days.
PARTICULARS OF DIRECTORS
The Registrar of Companies must be notified of the appointment of the Directors at the time of incorporation. Notification to the Registrar will be by way of Notice of Director/Change of director form. This service is not presently available online. The Registrar of Companies must be notified of any modification in the particulars of directors within fourteen (14) days of the change. This service is not presently available online.
REGISTERED OFFICE NOTICE
The Registrar of Companies must be notified of the registered office address at the time of incorporation. Notification to the Registrar will be by way of the Business Registration Form.
REGISTERING AN OVERSEAS COMPANY
Overseas companies may operate in Antigua but must be registered at the Companies Office of Antigua. Any changes in the documents at the time of registration must be filed with the Companies Office of Antigua. The registration fee is $ .00. Once registered, an overseas company must annual return in accordance with the prescribed forms Companies Act 1995 and the Regulations related thereto.
CERTIFICATION FOR REGISTERING AN OVERSEAS COMPANY
A company incorporated outside of Antigua which wishes to establish a place of business within the islands of Antigua and Barbuda shall prior to conducting such business deliver to the Registrar for registration a Form 21 together with a certified copy of the Charter, Statute or Articles of the company or other instrument constituting or defining the constitution and name of the company. The copy of the Charter, Statutes or Articles aforesaid is to be certified to be a true copy of the original by an official of the Government body responsible for custody of the original as set out under section 344(1) of the Act. These must also be accompanied by a power of attorney of a local individual, who shall act on behalf of the foreign company within the jurisdiction of Antigua and Barbuda as well as a consent by said individual to so act. These two documents can both be found in Form 23. These must further be accompanied by declarations by the Attorney-at-law registering same as well as by a current director of the overseas company wishing to be registered in accordance with section 344(2) .
A translation can be certified in the following ways.
In Accordance section 345 of the Act “a notarial certified translation of that document shall be provided unless the Registrar (in his/her discretion) otherwise directs” Registering a Local Company
Under the Companies Act 1995, it became possible for a company to reserve a name for up ninety (90 days) before it is actually registered. The advantages of name reservation include:
1. Establishing that the name is appropriate and available for use
2. Protecting the name from use by others for the reservation period
Allowing the company to use the name for pre-incorporation contracts with certainty
In order to access this service, you will need to complete and submit a Request for Name Search and Name Reservation Form (form 26) at the Companies Office of Antigua. The fee is $ 20.00 for the Name Search and $ 25.00 for the Name Reservation. Upon completion of the process, you will be issued with a stamp advising that the name is reserved for a period of Ninety (90) days.
Pointers for choosing a name:
1. The Companies Office of Antigua and Barbuda has the right to refuse any name which is likely to cause confusion with another name already on the Register of Companies.
2. Names containing obscene language or indicating an immoral or an illegal activity will also be refused
3. Names implying connection with the Crown, the State, a ministry of Government or a Political Party must be justified
4. Certain names e.g. containing “Engineering”, “Pharmacy”, “ Medical” etc. must also be justified and may necessitate the provision of professional certification
The following documents must be submitted:
1. The Articles of Incorporation (Form 1 or 2) which will contain the following information:
a. The Name of the Company, which must include “Limited, Ltd., Incorporated, Inc., Corporation, or Corp.” as the last word of the name in the case of a Company limited by shares.
b. The registered address of the company which must be situated in Antigua;
c. In the case of a Company having a share capital, the classes of shares, and the maximum number of shares the Company is authorized to issue; if any; (If the Company has more than 1 class of share (For e.g. Ordinary and Preference Shares) and is issuing more than one class at the time of incorporation, then a Form 3 must be submitted)
d. Restrictions, if any, on share transfers
e. Minimum and/or maximum number of Directors;
f. Any restrictions on the business that the Company may carry on.
Form 1 is used for Companies Making Profit.
Form 2 for Non-Profit Companies (Churches, Charities, Foundations. Service Clubs, etc.)
2. The Notice of Directors or Notice of Change of Directors (Form 9):
This form captures the required information on the directors, the provision of the Director’s details are mandatory at incorporation to include both physical and mailing addresses. The form must be signed by:
a. All Director(s)
b. The person declaring the accuracy of the information submitted on the form.
3. Notice of Address or Change of Address of Registered Address (Form 4):
This provides for the notification to the registry of both the registered and mailing addresses of the company.
A Statutory Declaration: This must be done in accordance with section 4 of the Act. An attorney-at-law must declare that to the best of their knowledge the signatory to the incorporation documents is over 18, of sound mind and has not been declared bankrupt.
These documents are then examined to ensure that they are fully and accurately completed. If the documents are in order, then a Certificate of Incorporation is issued.
The Cost to Register the Company is $200.00
REMOVAL OF A COMPANY
A company may be removed/stuck off from the Register of Companies where the Registrar has reasonable cause to believe that the Company is not operating. If the company has ceased to operate and has no assets or liabilities the directors or a majority of them may request in writing that the company be removed from the Companies’ Register. The fact that the company has no assets nor liabilities must be confirmed in writing by the Auditors of the Company
In the event that a company is removed while it is still in business or owns property, it may seek restoration to the Register provided they submit a form 25 and the payment of the prescribed fee of $50.00.
A Business (as opposed to a company) may be closed and removed from the Register by a notice in writing to the Companies Registry and the payment of the prescribed $50.00.
Where a partnership is being closed and all partners must consent to the same..
Companies may be wound up voluntarily by its shareholders or involuntarily by the Courts on an application by the Registrar or an interested party.