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 a corporation must be in registered  shares or bearer form and with or without nominal or par value.

Bearer share certificates shall include a legend that the certificate is not transferable to a resident of Antigua and Barbuda.

Certificate of Good Standing

A Certificate of Good Standing from the Antigua and Barbuda Financial Services Regulatory Commission certifying the company is in Good Standing pursuant to Section 332 of the International Business Corporation Act Cap 222.

Company Restoration

When a corporation has been dissolved under this Part, any interested person may apply to the Director to have the corporation revived.

If the Director approves the application for the revival of a corporation, articles of revival in the prescribed form may be sent to the Director, who must thereupon issue a certificate of revival for the corporation in accordance with section 327.

A corporation is revived on the date shown in its certificate of revival; and thereafter the corporation, subject to such reasonable terms as may be imposed by the Director and to any rights acquired by any person after the dissolution of the corporation, has all the rights and privileges and is liable for the obligations that it would have had if it had not been dissolved.