Anguilla Business Company (ABC)

An ABC is authorized to conduct business in Anguilla as well as elsewhere. It is exempt from the filing and reporting requirements of an Ordinary or Public Company and has the flexibility to function in conjunction with a trust created under the Trust Act 2000. It can also be adapted to function as a special purpose company.

Other useful features include:

• Acceptance of electronic signatures as evidence.
• Exclusions of ultra vires doctrine
• Nominees may be utilized instead of beneficial owners.
• Corporate meetings maybe held anywhere by telephone or other electronic media.
• No Anguillian shareholders or directors required.
• Redomiciliation permitted under Anguilla law.
• Only one director and shareholder required and they can be the same person or entity.
• Corporate directors and or shareholders allowed.

Hybrid Company

The Companies Act allows for the formation a company that is limited by guarantee or both share and guarantee commonly referred to as a Hybrid Company. Because of these features, a hybrid company can effectively separates shareholders members from guarantor members and thus limit their respective rights so as to make the entity tax efficient. Accordingly, the hybrid company has the features of both a partnership and a company. This corporate vehicle has special attraction for clients from civil law which may not recognize common law trust concepts. For example, Civil law jurisdictions may view a transfer to a trust as no more than a transfer to an individual with consequential
adverse tax liabilities.

International Business Company (LBC)

The ease of incorporation and limited reporting requirements make the IBC an excellent corporate vehicle to conduct international business. However, an IBC can only do business in jurisdictions outside of Anguilla.

The attractive features on an IBC include:

• An IBC need only have 1 director which maybe a corporate entity.
• Bearer shares are permitted
• Records are not required to be filed with Company Registry.
• No financial or audit statements required.
• Meetings may be held anywhere by telephone or other electronic means.
• Can be adapted for use in corporate structures or in conjunction with trusts.
• Redomiciliation permitted.

Limited Liability Company (LLC)

The Anguilla LLC legislation is modeled after 1977 legislation Wyoming which created a legal entity that has some features of a company such as the capacity to sue and be sued, separate legal entity and the limited liability of its members and some of the features of a partnership. If properly designed under U.S Tax law only the members will be taxed unlike a company which is taxed both at the corporate and shareholder level. It is therefore commonly referred to as a "Pass Through" vehicle. One key and important difference between a company and an LLC is that an LLC is of limited duration.
The LLC is primarily to assist U.S. taxpayers in structuring their business to minimize their U.S. tax obligations.

Limited Partnership (LP)

A limited Partnership is a legal entity that restricts liability to the management. Investors on the other hand have their liability limited to their investment. This entity is useful in tax and trust structures.
useful in tax and trust structures.

Guarantee Company

A Guarantee company is a private limited company where the liability of a member is limited by a specific amount. The limitation of liability takes the form of a member guaranteeing to pay a nominal sum typically US$100.00.

This type of company often utilized for charitable, community and private organizations or club and is commonly referred to as "Not for profit" corporations. This means that the profits of the company are not distributed to its members.

Foundation

In 2008, Anguilla enacted foundation legislation which are modulled after the Liechtenstein model. The aim of the legislation is to provide a vehicle for clients from civil law jurisdictions which comply with private foundation concepts recognized in their jurisdictions. For example, common law jurisdictions have traditionally utilized trusts for estate planning purpose. However, trust is not recognized by Civil law jurisdictions. Thus transfers to a trust may be deemed to be a transfer to an individual with consequential adverse tax effects. This foundation legislation cures this problem.

The major features of a foundation are:

• The foundation has its own legal personality, whereas under a common law trust the trust is represented by the trustees to whom the beneficiaries must look for the enforcement of their interests;
• The foundation council, appointed initially by the founder of the foundation, has a similar role to that of the board of directors of a company;
• Provision is made for the appointment of a guardian similar to that of a protector under a trust;
• The Act provides for only one constituting document, the Declaration of Establishment, but like other models it also provides for by-laws to regulate the internal business of the foundation;
• There is no requirement for an Anguilla-based council member, but the nexus with Anguilla is maintained by requiring that the foundation appoints a local licensed secretary and registered agent to assure that the local law and regulations are respected at all times;
• One of the more innovative aspects of the Act is the fact that the foundation has the option of being registered or deposited—this concept so far exists only in Liechtenstein and is one of the main factors responsible for the great success of the Liechtenstein family foundation.

Protected Cell Companies (PCC)

In 2004, Anguilla enacted the protected cell company act which allowed a corporate entity to have separate "cells" which can function separately from each other. Moreover, the debt and or liabilities of one "cell" cannot be attributed to another "cell" without the express permission of the other cell owners. This is an attractive and useful feature for insurance/captive insurance companies, mutual funds and asset protection structures. However, PCC Companies are subject to specific licensing requirements. The license must be obtained prior to incorporation.

For information on the PCC licensing requirements please email us at aoml@axaoffshore.com.

 



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