Antigua and Barbuda International Business Corporations Act

Antigua and Barbuda 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.

§11. Antigua and Barbuda Company Name

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

  • 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 of a body corporate is limited; but a corporation may use and may be legally designated by either the full or the abbreviated form.

§18. Antigua and Barbuda Company Powers

(1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person of full age and capacity.

(2) A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers in any other country to the extent that the laws of Antigua and Barbuda and of that country permit.

(3) It is not necessary for a by-law to be passed to confer any particular power on a corporation or its directors.

§27. Antigua and Barbuda Company Shares

(1) Shares in a corporation must be in registered Nature of shares or bearer form and with or without nominal or par value.

(2) Shares in a corporation are personal property.

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

§128. Antigua and Barbuda Company Registered Office and Registered Agent

(1) A corporation must at all times have a Registered office in Antigua and Barbuda.

(2) The directors of the corporation may change the address of the registered office.

129. (1) At the time of sending articles of incorporation the incorporators must send to the Director, in the prescribed form, notice of the address of the registered office of the corporation; and the Director must file the notice.

(2) A corporation shall, within fifteen days of any change of the address of its registered office, send to the Director a notice in the prescribed form of the change, which the Director must file.

§60. Antigua and Barbuda Company 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.

§58. Antigua and Barbuda Company Shareholders

The shareholders of a corporation are not, as Immunity of shareholders, liable for any liability, act or default of the shareholders. corporation except under subsection (5) of section 44, subsection (2) of section 124 or subsection (5) of section 312.

§315. Antigua and Barbuda Company Restoration

(1) When a corporation has been dissolved under this Part, any interested person may apply to the Direc- tor to have the corporation revived.

(2) 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.

(3) 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 dissolu- tion 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.

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