Top Legislative Changes for Anguilla Companies

Discover the key changes in Anguilla’s Business Companies Act and its impact on International Companies

By: Mayka Villarreal

Anguilla remains a respected and efficient jurisdiction for international business, offering tax neutrality and a robust legal framework. However, recent legislative updates have introduced important changes affecting the formation, maintenance, and reporting obligations of Anguilla companies. Whether you’re setting up a new entity or managing an existing one, it’s essential to stay informed. Below is a brief overview of the key regulatory developments and how they may impact your operations.

The Business Companies Act, 2022, came into force on 1^st July 2022. This Act repealed and replaced the Companies Act, the International Business Companies Act and the Protected Cell Companies Act to establish a new framework for the registration, operation, and regulation of companies

Among the requirements that the company needs to comply with as per the

Business Companies Act, 2022, are the following:

Section 86 and 87 – Keeping of Company Records

The company shall keep the Articles of the company as well as the register of director and register of members at the office of its Registered Agent. The records may be kept in originals or copies. In the evet that copies of the Register of Director and Register of Members are kept at the office of the Registered Agent, the company should provide the Registered Agent with a written notice with the physical address where the original registers are kept.

Where the place at which the original registers is changed, the Company shall provide the Registered Agent with the physical address of the new location within 14 days of the change of location.

Section 88.2 – Financial Records

There are no requirements to file financial accounts with the authorities; however, the Company must keep records that:

1. Are sufficient to show and explain the company’s transactions; and
2. Will, at any time, enable the financial position of the company to be determined with reasonable accuracy.

If the financial records are kept outside of Anguilla, the Company shall ensure that it keeps at its registered office:

1. Accounts and returns adequate to ascertain the financial position of the company with reasonable accuracy on a bi-annual basis.
2. A written record of the place or places outside Anguilla where its accounting records are kept.

The company must retain reliable financial records and underlying documents for at least six (6) years from the end of the business relationship, transaction or dissolution.

The financial records may include, but are not limited to, income statements, balance sheets, bank statements, receipts, invoices and cheques. This is not an exhaustive list and should be determined in relation to the circumstances of the IBC’s business.

Bi-annual sending of accounting records to registered office in Anguilla

Section 88(2)(a) of the Act requires the company to keep, on a bi-annual basis, a copy the financial records at the registered office if the financial records are kept outside of Anguilla. This means that the company shall at least twice annually send updated financial records to be kept at its registered office in Anguilla, as follows:

• IBC financial records relating to transactions or operations in the first half (January to June) of a calendar year must be kept in Anguilla by July of that year;
• IBC financial records relating to transactions or operations in the second half (July to December) of a calendar year must be kept in Anguilla by January of the following year;

A Company that contravenes this requirement commits an offence and is liable on summary conviction to a fine of $10,000.00.

Section 142 – Annual Return Declaration

The Company is required to provide an Annual Return Declaration stating that the company has not made amendments to its Articles of Association and that its activities have been mainly outside of Anguilla. This document is provided to the Authority upon the annual renewal of the Company.

Section 260 – Filing of Register of Director and Register of Member

The Company shall file with the Registrar a copy of its Register of Directors and Register of Members.

Economic Substance

As of January 2019, the Anguilla companies that engage in relevant activities are subject to economic substance requirements.

The relevant activities, as per the International Business Companies (Economic Substance) Regulations, 2019 include: banking, insurance, fund management, financing and leasing, distribution and service center, shipping, intellectual property business, headquarters and holding company.

Information of the Beneficial Owner

The Commercial Registry and Beneficial Ownership Registration System Act, 2022, requires a Company to:

1. Keep the information of the beneficial owner up to date.
2. File the beneficial owner information within 14 days after its incorporation or continuation in Anguilla.

A Company that contravenes any of these requirements commits an offence and is liable on summary conviction to a fine of $50,000.00.

Next Steps & How to Stay Compliant

1. Audit Your Records: ensure accounting records and financial summaries are up to date and submitted according to the new deadlines.
2. Check Your Registers: update your Register of Directors, Register of Members, and Register of Beneficial Owners with the newly required information and provide them to the Registered Agent for further filing.
3. Consult Experts: given the potential $10,000 fines, consult your registered agent or corporate services provider to stay compliant.

Conclusion

Staying informed of these legislative changes is crucial to ensure that the Anguilla IBC is compliant with the Laws and will safeguard the company from any possible penalties for non-compliance.

If you have any questions or need assistance with these updates, reach out to your corporate services provider to navigate the new requirements smoothly.