Antigua and Barbuda International Business Corporations Act – Company Law

The Antigua and Barbuda International Business Corporation Act is the official document stating the legal limits, rules and regulations of an IBC incorporated in Antigua and Barbuda.

Company Name

A following word or abbreviation must be part of the name of every company:

• The word “limited”, “corporation” or “incorporated” or the abbreviation “ltd.”, “corp.” or “inc.”
• A word or abbreviation used in another country to indicate that the liability of the shareholders and may be legally designated by either the full or the abbreviated form.

Registered Office and Registered Agent

A company must at all times have a Registered office in Antigua and Barbuda.

Article of Incorporation 

Any two citizens of Antigua and Barbuda, one of whom must be entitled to practise as a Barrister-at-Law or Solicitor or a company authorised by a resolution of the Cabinet of Antigua and Barbuda to perform any functions may incorporate a company  by signing  Articles of Incorporation .

Articles of Incorporation must be show:

1. Name of Corporation
2. Where the registered office is to be situated.
3. The classes and any number of shares the corporation is
authorised to issue.
4. Restrictions if any of share transfers.
5. Number (or minimum and maximum number) of directors.
6. Restrictions on business the corporation may carry on.=
8. Incorporator(s)

Directors

Subject to any unanimous shareholder agreement, Duty to manage corporation the directors of a corporation must

(a) exercise the powers of the corporation directly or indirectly through the employees and agents of the corporation, and direct the management of the business and affairs of the corporation.

61. A corporation must have at least one director, residence but a director need not be a natural person. In the case of banking, trust or insurance corporations at least one director must be a citizen and resident of Antigua and Barbuda of a corporation licensed under this Act to carry on an International Trust Business.

Shareholders

The shareholders of a corporation are not, as Immunity of shareholders, liable for any liability, act or default of the shareholders.

Share Capital

Shares in an IBC may be issued in registered or bearer form, with or without nominal value. Bearer shares must have a legend indicating they are non-transferable to residents of Antigua and Barbuda.

Certificate of Good Standing

The Certificate of Good Standing, issued by the Antigua and Barbuda Financial Services Regulatory Commission, confirms that the company complies with all statutory requirements under Section 332 of the IBC Act.

Company Restoration

If an IBC has been dissolved, any interested party may apply for its revival. Upon approval by the Director, the Articles of Revival must be filed. The company is revived on the date specified in the certificate of revival and will regain all rights and obligations as if it had never been dissolved, subject to any conditions imposed by the Director and rights acquired by third parties during the dissolution period.