International Business Company

Saint Lucia has become in recent years a popular offshore financial services center due to its pro-business legal framework.

IBCs stand out for its fast registration process, confidentiality, flexible structure, and its low annual fees and reporting requirements.

IBCs can be incorporated by a sole shareholder, who can be either resident or non-resident, individual or corporation. One director is required, who can be either resident or non-resident, individual or corporation, and can be the same person as the shareholder.

Reporting requirements are non-existent. Annual return, financial statements, and tax return are not required to be filed.

IBCs are now subject to the local tax regime. However, Saint Lucia has also passed several amendments to its tax laws to switch to a territorial tax system. All companies, including IBCs, will be taxed at 30% corporate tax on income from Saint Lucia-source and will be exempted from taxation on income from foreign sources.

Foreign-source income is defined as follows:

Profits derived from a permanent establishment outside of Saint Lucia

Profits derived from immovable property situated outside of Saint Lucia

Interest income not borne by a Saint Lucia permanent establishment or charged against property located in Saint Lucia Income derived from investment in securities issued by a person outside of Saint Lucia, e.g. mutual funds, stocks, bonds, etc. Management charges paid by a nonresident outside of Saint Lucia Royalty payments received from a foreign permanent establishment and paid to a resident permanent establishment.

Any income deemed to be accrued from foreign sources due to a DTA. Dividends and capital gains are also exempt from taxation in Saint Lucia.

IBCs conducting certain economic activities will have to meet certain substance requirements – including an adequate number of employees, adequate operating expenditure, adequate investment and capital commensurate according to the activity, as well as file annual tax returns, among others.

Due to its features, Saint Lucia’s IBCs are commonly used vehicles for a broad range of investment and business purposes, such as offshore investments, professional services, international trade, insurance and as a holding company.

Economic Substance

An IBC conducting a relevant activity is subject to certain substance requirements, including -

- directed and managed from within St Lucia

- conduct its core income-generating in St Lucia

- adequate number of employees

- adequate physical premises

- adequate operating expenditure, adequate investment and capital - commensurate according to the activity

'Relevant activities' include:

- banking i.e. banking business

- insurance i.e. insurer

- finance and leasing i.e. business of providing financing or leasing of assets

- fund management i.e. management of collective investment schemes - distribution and service center business i.e. reselling goods to affiliated companies or providing services to affiliated companies.

Affiliated company is defined as a company which is part of the same group (e.g. parent-subsidiary, sister entity with common parent company, etc).

- headquartering i.e. providing management services to affiliated companies

- intellectual-property business i.e. holding and exploiting IP assets, generating identifiable revenue from such assets. Please note that the provision of services for developing IP assets or holding or using IP assets for ordinary commercial or service business is not considered an intellectual property business. IP businesses are those that generate separate and identifiable revenue from IP assets (e.g. patent licensing).

- shipping i.e. transportation by sea of persons, animals, goods or mail, the renting or chartering of ships for such transportation, management of ship crew, sale of travel tickets, the use, maintenance or rental of containers, including trailers and other vehicles or equipment for the transport of containers, used for the transport of anything by sea.

Requirements

- Share capital – There is no minimum share capital required other than issuing at least 1 share. Shares may be with or without par value, of different classes, denominated in different currencies and with different rights and preferens with respect to dividends, voting and surplus assets upon liquidation.

- Shareholders – IBCs may be incorporated by one or more shareholders, who can be either natural or legal persons, residents or non-residents, without restrictions. Details of shareholders are not publicly disclosed.

- Directors – At least one director is required, who may be a natural person or a legal entity. Directors’ details are not available to the public.

- Secretary – A company must have a secretary, who may be an individual or a corporation, resident or non-resident.

- Registered Address – Every company must have a registered office in Saint Lucia, provided by a licensed service provider.

- General Meeting – Annual general meetings are not mandatory. However, if meetings are held, they can be anywhere in the world and may be by proxy, and minutes of the meeting must be taken but a minute book can be kept anywhere.

- Electronic Signature – Permitted.

- Re-domiciliation – Inward and outward re-domiciliation is allowed.

- Compliance – Companies must maintain accounting records that are sufficient to record and explain the transactions of the company, and will at any time enable the financial position of the company to be determined with reasonable accuracy. Accounting records means all books, vouchers, invoices, deeds, contracts, financial statements and any other relevant records pertaining to the financial affairs, including the assets and liabilities of the company.

The company must prepare annual financial statements, submit an annual return and tax return.

There are no requirements to appoint an external auditor and prepare an audited financial report.