Offshore Antigua and Barbuda gained fame due to an affordable program for obtaining a passport for investment and a favorable legal regime for the development of gambling projects. For other purposes, this jurisdiction was rarely used by foreign investors. However, times are changing, and with more stringent regulations for high-risk businesses in most countries, Antigua is worth a closer look.
Attorneys Association Lawrange offers to register a company in Antigua for brokerage and dealer activities FX / CFD (Forex / Contract for difference). Both regulated brokers (with ASIC, IFSC, DFSA, SCB, FCA, FSB, MiFID, BaFin, CySEC and so on) and unregulated brokers can carry out such activities in this jurisdiction. Today, it is not required to provide evidence of a license in a foreign jurisdiction. The cost of registering a company in Antigua and Barbuda to operate as a forex broker is 3,900 euros.
Reasons for Interest in Antigua and Barbuda
Until the beginning of 2023, the optimal place to register a company for a Forex broker at the start was Saint Vincent and the Grenadines (SVG). However, on January 6, 2023, the Financial Services Authority (FSA) of Saint Vincent and the Grenadines set new rules for companies wishing to do business in the Forex market.
Today they are required to submit to the Authority a certified copy of the licenses or approvals from the jurisdictions in which they will conduct business. If these documents are not submitted, the St. Vincent Forex business registration application will be rejected.
Important! If earlier it was possible to use the fact that the activities of brokers in SVG were not regulated, it could be carried out without licenses and permits, but at the moment the situation has changed greatly.
The new rules of St. Vincent and the Grenadines came as something of a shock to many FX market participants, especially SVG-listed brokerage companies (they were given a 45-day transition period). This year has become the start of a real hunt for new jurisdictions, where you can quickly and without complications arrange brokerage activities. At the same time, it is quite difficult to look for alternatives on your own. To successfully solve the problem, you need to be well versed in the rules and nuances of Forex regulation around the world. Now the legal regulation of this area has become so complicated that an experienced assistant is indispensable.
Important! Lawrange law firm can become such an assistant. Our team considers the best solution now to register a company (International Business Company, IBC) in Antigua and Barbuda. This Eastern Caribbean jurisdiction, like Saint Lucia and Nevis, does not regulate Forex activity if it is carried out outside the region of the Eastern Caribbean Monetary Union, and clients from this region are not served.
The activities of offshore enterprises in all eight countries of the Union are regulated by special bodies. In Antigua, this is the Financial Services Regulatory Commission (FSRC), while the regulator for local companies is the Eastern Caribbean Securities Regulatory Commission (ESCRC). At the same time, the FSRC regulates offshore banking, insurance, money services and mutual funds, but does not control the activities of FX/CFDs. Neither in Nevis, nor in Saint Lucia, nor in Antigua is it currently necessary to prove that an offshore company engaged in FX/CFD broker-dealer activities is licensed in a foreign jurisdiction.
Antigua and Barbuda is an independent island state in the West Indies, in the northeastern Caribbean Sea. The country is now part of the British Commonwealth of Nations. However, in the fall of 2022, the authorities announced plans to withdraw from this association in the coming years.
Thanks to the peculiarities of the climate in Antigua and Barbuda, the tourism industry (60% of GDP) and agriculture are successfully developing. At the same time, the legislation contains the prerequisites for attracting foreign investors, developing IT and gambling projects. The convenience of incorporating a foreign business in the country is facilitated by the use of English as the official language and the simplicity of the company registration procedure.
For your information! Many foreigners are interested in Antigua and Barbuda due to the fact that there is a program with simplified conditions for obtaining a residence permit and citizenship by investment. You can obtain citizenship of this country, subject to certain conditions, without giving up your current passport and without the need for residence. Citizens of the country, along with those who make the investment, can become family members, up to brothers and sisters, if they are not married.
Company registration process in Antigua
Foreign business in the country is regulated by the International Business Corporations Act. If you plan to register a company in Antigua, then you need to take into account the following legislative conditions:
- A non-resident has the right to set up a company in the country. Personal presence at registration is not required. However, in order to complete the paperwork for the company and in the process of further activities, you will need a local agent – an authorized private or legal person (for example, a local lawyer, accountant or company providing trust services).
- When registering a company, this agent interacts with the registrar, as necessary – transfers additional information and answers questions.
- Offshore companies registered in Antigua can only do business in the international market. They are not entitled to carry out business activities in relation to the local population and using local currency.
Benefits of doing business in Antigua
Until 2023, Antigua was considered as an offshore only for solving specific problems, for example, for opening an online casino. Registering a company in Antigua is still not the most obvious option to open an offshore business. However, if we are talking about a Forex broker at the start, then all the necessary tasks can be solved this way:
- Firstly, the procedure for setting up a company is relatively simple and does not require much time if experienced specialists do it.
- Secondly, if you provide Forex broker services outside the Eastern Caribbean region, a license is not required.
- Thirdly, you can open a business in Antigua without a personal visit.
- Fourthly, this option for registering a business offers favorable prospects for optimizing taxation.
- Fifth, you can do business in this state with minimal maintenance costs.
Register a company in Antigua: organizational and legal forms
The legislation of the country provides for several forms of organizations:
- Private and public limited liability companies (Limited Liability Companies, LLCs) – companies that do business locally (on the islands). The owners, directors and/or shareholders have limited liability for debts and liabilities.
- Non-profit organizations (Non-profit companies) implement patriotic, religious, charitable, educational, scientific, professional, sports and similar goals.
- International business corporations (IBCs) are companies or investors operating in the international market.
Important! Only the last of the specified organizational and legal forms of doing business – IBC – is suitable for solving our tasks.
Features of local legislation
In order to register a company in Antigua, one must follow the provisions of the International Business Companies Act, which is constantly updated and finalized. In particular, until recently, the law provided for tax exemption for IBCs. If other organizational and legal forms of business were subject to income tax at a rate of 25%, then this did not apply to IBC.
However, in order to fulfill its obligations to implement BEPS standards and avoid being classified as a “non-cooperative jurisdiction”, Antigua passed The Miscellaneous Amendments Act in December 2018. Article 270-281 has been removed from the IBC law, providing tax exemption for this legal form of doing business.
At the same time, companies registered in accordance with the IBC law can be both residents and non-residents:
- International companies that are tax residents of Antigua (or have a permanent establishment in Antigua) are subject to income tax at a general rate of 25%. Capital gains are exempt from taxes, but ordinary income (from trading), as well as income in the form of dividends, interest and royalties are taxed.
- If the IBC is not tax resident or does not have a permanent establishment in Antigua, there is no tax in Antigua. An IBC will not be tax resident in Antigua and Barbuda as long as its place of effective management (where the directors make decisions, such as hold board meetings) is not in Antigua and Barbuda.
A company is classified as resident or with a presence in Antigua if:
- here is the place of business, place of management, branch, office (for example, employees work in Antigua);
- the company has a dependent agent in Antigua who regularly exercises contracting authority on behalf of the company in or out of Antigua.
Basic requirements for registering a company in Antigua
An International Business Corporation is a limited liability company. The authorized capital is divided into shares owned by the shareholders. At the same time, there are no requirements for the minimum authorized capital. You can open a company in Antigua in the form of an IBC by issuing 1 share with a par value of 1 US dollar or no par value at a price of 1 US dollar.
For your information! Shares can be issued at a premium, in which case the price is higher than par value. For example, a $0.1 share can be traded for $10. In this case, $9.9 is the premium.
International business corporations:
- may be owned and operated by persons of any nationality and residence without restriction;
- must have a registered agent in Antigua and pay annual government fees;
- governed by the Memorandum and Articles of Association;
- are managed by a board of directors appointed by shareholders and may consist of one or more individuals or legal entities (directors have the right to enter into and sign contracts on behalf of the company).
Taxes and reporting
For companies operating in the domestic market of Antigua and Barbuda, it is provided:
- corporate tax – 25%;
- VAT – 15% (standard rate) and 12.5% (reduced, in particular – for the hotel business);
- real estate tax – from 0.1 to 0.5% of the market value (depending on the intended use).
Important! IBCs that are tax residents and do not have a permanent establishment in Antigua are exempt from these taxes. At the same time, they must pay an annual state duty of 300 USD.
International business corporations:
- must keep accounting records, but are not required to submit annual reports, financial reports, or appoint an auditor;
- records and copies of certain documents must be kept at the company’s registered address in Antigua.
To register a firm in Antigua, Lawrange engages a local resident agent (accountant, lawyer or trust company). The step by step procedure is as follows:
- The agent submits a Name Reservation Request. The name should reflect the purpose of the company and not contain prohibited language.
- After approval of this request (reservation of the name), documents for registration are prepared, which takes 3-5 business days.
- The agent submits documents for company registration, and it takes about 1.5-2 weeks to receive approval. At this time, decisions of directors are being prepared, as well as share certificates, a register of shareholders, and so on.
- The company receives a certificate of registration (Certificate of Incorporation).
For your information! For registration, a registration fee of 300 USD must be paid.
Brokerage company in Antigua + Europe: comfortable start of business
Constantly monitoring the area of high-risk international business, the experts of Lawrange find the best solutions for their clients, which are then tested multiple times.
Important! We offer one of these solutions. So that you can start fully working in the Forex market as a broker with an acceptable investment of money and time, the following procedure is implemented:
Registration of a business entity (IBC) in Antigua is underway.
An enterprise is created in Europe, for example, in UK .
A corporate bank account or in a reliable payment system .
An agency agreement is concluded between these two companies. A business entity in the European zone acts as a paying agent of a broker.
Online payment is connected on the website of the brokerage company – money goes first to merchant account (trading account) , then – are transferred to bank account .
Important! The presence of a bundle of an offshore company in Antigua + a company registered in Europe allows a broker to deploy activities quite quickly, inexpensively, and quite legally. This way of registering a business allows the broker to cooperate with reputable international payment systems and online banks, including Paysera or E-payments.
In connection with the increasing tendencies towards deoffshorization, both the majority of banks and payment systems prefer to conclude service contracts only with European companies. As a rule, cooperation with offshore companies is prohibited by internal AML policies.
Lawrange services cover:
- registration of an IBC in Antigua and Barbuda;
- registration of a company in Europe as a paying agent;
- preparing a package of documents for a forex broker website;
- connecting a merchant account;
- opening an account with a banking institution;
- take necessary actions remotely.
For your information! The total term for registering a forex business using this algorithm is from 3 weeks to a month.
Required package of documents for starting a business in Antigua
For the registration procedure, Attorneys Association Lawrange specialists will need the following documents and information:
- naming options (arranged in order of priority);
- color scanned copies of passports of directors, shareholders;
- proof of residence (utility bills or bank statement no older than 3 months).
The documentation package that is submitted for company registration includes:
- Application for International Business Charter (Application for registration of a corporation) with appropriate additions;
- Articles of Incorporation and By-laws (Memorandum and Articles of Association);
- Form 5(a) Notice of Directors and Form 2(a) Notice of Registered Office.
At the same time, the memorandum of association must include information about the approved name of the company being created, the permitted number of shares (at least one) and the number of directors (at least one), as well as a clause on limiting corporate goals and the signatures of two founders (one of whom is an agent).
Registering a forex broker in Antigua
If a forex broker is based in Antigua and Barbuda and operates in this jurisdiction, then it will have to be regulated by the Eastern Caribbean Securities Regulatory Commission. And accordingly, firstly, permission should be obtained, and secondly, commercial activities will be taxed at a rate of 25%.
However, if you do not offer brokerage services in the Eastern Caribbean region, then the regulator for a brokerage company in the form of an IBC will be the Financial Services Regulatory Commission (FSRC). It is not required to obtain a license in Antigua or provide evidence of a similar permit from other jurisdictions.
Advantages of a forex broker in Antigua
As Saint Vincent and the Grenadines used to be, now Antigua and Barbuda, as well as Nevis and Saint Lucia are good places to start in the forex business. Without large investments of funds, you can test your capabilities in the brokerage market, and then, if the business goes well, you can apply for a license in a prestigious jurisdiction (this will require a considerable amount of investment and some time).
Starting a business in Antigua is quick and easy. If you enlist the support of experienced consultants, you can avoid the tax burden, as well as serve the company at minimal cost.
Required set of documents for registering a forex broker in Antigua
The standard package of documents includes translated into English and certified copies of personal documents of future owners and directors of the company. However, before filing the documents, the registrar must decide on a resident agent in the country, as well as on the reservation of the company name. At the same time, you don’t have to go into details – representatives of Lawrange will take care of everything – you will be sent a list of the necessary documents.
The cost of registering a company and a forex broker in Antigua
The total cost of Lawrange services for registering an IBC company in Antigua and Barbuda is 3900 euros, and includes:
- All applicable Registration and Government Fees (Financial Services Regulatory Commission)
- Acting as the Incorporator of the International Business Company
- Preparing the Application for International Business Charter with the relevant Addendums, Form 5(a) Notice of Directors and Form 2(a) Notice of Registered Office
- Preparing the Articles of Incorporation and the Bylaws
- Filing the Application for International Business Charter (including Addendums), Form 5(a), Form 2(a), Articles of Incorporation and Bylaws with the FSRC, and providing FSRC-stamped copies
- Providing Certificate of Incorporation issued by the FSRC
- Preparing the Directors’ Resolution resolving the appointment of directors, allotment of shares, adoption of company bylaws and other related corporate matters
- Preparing the Register of Shareholders and Register of Directors
- Preparing the Share Certificates
- Preparing and Executing a Certificate of Incumbency
- Providing Registered Agent Services for one year
- Providing Registered Office Services for one year
- Providing Notarized and Apostilled copies of the Corporate Documents
For your information! Separately, you can also receive the services of a nominee service (nominal director and nominee shareholder) for an additional fee. The cost of a notarized and apostilled power of attorney (which may be required) is 650 euros.
The annual maintenance of the company costs 1950 euros per year (paid one year after registration, and then annually), and includes:
- all annual government fees (FSRC);
- maintaining a book of protocols, registers and statutory records;
- registered agent service for one year;
- registered office service for one year.
Registration of a company in the UK to accept payments – 1850 EUR
Opening an account for a company – 1000 EUR
Connecting processing (acquiring) when buying a full set of company from us – Free of charge
Starting as a forex broker is getting more and more difficult. Saint Vincent and the Grenadines in 2023 has lost its attractiveness. Therefore, experts have to consider non-obvious options for formalizing FX / CFD activities without investing fabulous funds.
Registering a company in Antigua is one of those options. By observing certain conditions and working in foreign markets, you can successfully develop your business with incorporation in Antigua and Barbuda. Contact us – Lawrange law firm will help with the registration of such a business.
How long does it take to register a company in Antigua?
The process takes three weeks or more.
Can I register a forex broker in Antigua without my presence?
Yes. Registration of a forex broker in Antigua is carried out through representatives of the Attorneys Association Lawrange and with the involvement of a local agent.
Why is it worth registering a company in Antigua to conduct business?
If you plan to operate as a forex broker without a large investment of funds, then the choice of jurisdictions for incorporating a company is now very limited. Antigua and Barbuda is one of the few options that are suitable for this purpose.