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Antigua and Barbuda keeps two separate company registers, and the first decision in any Antigua company incorporation is which one the company belongs on. International business corporations (IBCs) are incorporated under the International Business Corporations Act, Cap. 222, on the register kept by the Financial Services Regulatory Commission (FSRC). Companies that trade on the islands are incorporated under the Companies Act 1995 at the Antigua and Barbuda Intellectual Property and Commerce Office (ABIPCO), which acts as Registrar of Companies.
| Form | Statute and register | Typical use |
|---|---|---|
| International business corporation | IBC Act, Cap. 222; FSRC | Holding, trading and services directed abroad; the vehicle for licensed gaming, banking, trust and insurance business |
| Private company | Companies Act 1995; ABIPCO | Business with customers, staff or premises in Antigua and Barbuda |
| International limited liability company | International Limited Liability Companies Act 2007; FSRC | A vehicle for owners outside the country: no domiciliary of Antigua and Barbuda may own a membership interest (section 12(2)) |
| External company | Companies Act 1995; ABIPCO | A foreign company, or since 2022 an IBC, that carries on business in Antigua and Barbuda |
To take over an IBC that already exists instead, see our page on ready-made shelf companies in Antigua.
Many guides to Antigua company incorporation still describe the IBC as a company that pays no Antiguan tax on foreign income. That regime no longer exists. The Law (Miscellaneous Amendments) Act 2018, No. 26 of 2018, came into effect on 31 December 2018 and repealed sections 271 to 281 of the IBC Act: the exemption from income tax, the withholding tax, customs and stamp duty reliefs and the guaranteed duration of the exemption. The EU Code of Conduct Group recorded that the change took immediate effect without grandfathering, and the OECD’s Forum on Harmful Tax Practices lists the Antigua IBC regime as abolished.
The same Act opened the home market to IBCs. Under the new section 4A an IBC may invest in, trade with or serve persons in Antigua and Barbuda, and since 2020 in any CARICOM member state, once it holds an FSRC certificate and has filed its documents and beneficial ownership details with ABIPCO; such a corporation is taxed at the domestic rate. That rate is 25% of chargeable income under section 32(1)(b) of the Income Tax Act. Whether an IBC managed entirely abroad owes Antiguan tax on foreign income turns on the Income Tax Act’s charging rules and the facts, so take advice before relying on any figure.
Two further changes matter at incorporation. Shares must be registered shares only (section 27(1), as amended in 2020), so bearer shares can no longer be issued. And the articles need not confine the corporation to international business any more, although general trading is an activity “approved by the Commission” (section 4(1)(e)).
A founder abroad cannot file articles with the FSRC personally. Section 5(1) of the IBC Act, as replaced in 2020, allows incorporation only by persons licensed under the Corporate Management and Trust Service Providers Act 2008: two citizens of Antigua and Barbuda of whom one is an attorney-at-law, an IBC, or a body corporate authorised by the House of Representatives. The FSRC’s Class A licence covers incorporating entities, acting as registered agent and providing a registered office, and every licensee must have a physical office in the country. The FSRC publishes a contact list of licensed providers, so the agent can be checked before it is engaged.
The FSRC describes the filing in this order:
The FSRC states that IBCs needing no licence are incorporated within 24 hours. That is the regulator’s figure; the agent’s client checks come first, since a licensed provider must hold identity and legal ownership information on the shareholders and directors it serves.
| Requirement | Rule | Source |
|---|---|---|
| Directors | At least one; may be a company; no residence or nationality condition, except that a banking, trust or insurance corporation needs a director who is a citizen and resident | Section 61 |
| Shareholders | At least one; registered shares only | FSRC; section 27(1) |
| Resident agent | Named at incorporation for service of process; must live in Antigua and Barbuda | Section 64(1) |
| Registered office | In Antigua and Barbuda at all times; a new address is notified within 15 days | Sections 128, 129(2) |
| Accounting records | Kept at the agent’s office, in writing or electronically, for six years after the agent relationship ends | Section 130A |
| Auditor | The shareholders may resolve unanimously, year by year, not to appoint one; not open to banking, trust or insurance corporations | Section 150 |
| Licensed corporations | A physical presence: own office open at least six hours each weekday and at least one full-time employee | FSRC |
| Annual fee | Payable every year | Section 283 |
A change among the directors is notified to the FSRC within 15 days (section 74).
Since the 2024 amendments every IBC gives its registered agent an annual attestation for the year to 31 December, and the agent files it with the FSRC by 31 January. It names anyone owning 15% or more, anyone controlling the corporation directly or indirectly, all directors and officers, any other natural person with ultimate effective control, and any nominee holding for someone else (section 18A). A new shareholder, a larger holding, a new controller, a new director or officer and a new registered office address are notified within 15 days (section 18B). A corporation that leaves the attestation unfiled until the maximum penalty is reached is removed from the register.
The attestation is not published. What the public can obtain from the FSRC is the corporation’s name, number, registered address, registered agent and corporate purpose (section 319) and a corporate status report that adds the directors and authorised capital.
A company that will sell to customers in Antigua and Barbuda, employ staff there or hold local premises is normally formed under the Companies Act 1995. One or more persons may incorporate it (section 4), provided no individual founder is under 18, of unsound mind or bankrupt. It needs at least one share, one shareholder and one director (three for a public company), and a registered office in Antigua and Barbuda (sections 62 and 175). We found no residency or nationality rule for its directors or shareholders.
After a name search and reservation, ABIPCO takes:
The forms can go through ABIPCO’s e-filing system or on paper. Within 15 days of incorporation the company files a notice of beneficial ownership (section 7(2), added in 2024) and it keeps its own register of beneficial owners (section 184A).
| Duty | Local company | IBC |
|---|---|---|
| Tax registration | TIN from the Inland Revenue Department on forms CB001 and F16, after ABIPCO registration | Required where it registers under section 4A to trade at home |
| Corporate income tax | 25%; monthly instalments, balance within three months after the year end | No statutory exemption remains; same rate where Antiguan tax is due |
| ABST (sales tax) | Registration once annual taxable supplies reach, or are expected to reach, 300,000 Eastern Caribbean dollars; returns within 15 days after each period | Same turnover test for supplies made in Antigua under section 4A |
| Annual filing | Annual return within 30 days after each anniversary of incorporation, trading or not, with a beneficial ownership attestation | Attestation through the agent by 31 January; annual fee |
| Accounts | Financial statements or a certificate of solvency, depending on size (sections 154 and 155) | Records at the agent’s office; an auditor unless every shareholder agrees to dispense with one |
ABIPCO also lists Social Security, Medical Benefits and the Board of Education as bodies a local company registers with.
For a company owned and run from abroad whose business lies outside the region, the IBC is still the usual choice, now without a tax exemption. For a business with Antiguan customers the local company is simpler, because an IBC that wants to trade at home needs the section 4A certificate and must also register at ABIPCO as an external company, filing an FSRC certificate of authorization and of good standing (section 344A of the Companies Act, added in 2022). A gaming operator, an international bank or an insurer needs an IBC and a separate licence; online gaming, for example, is supervised by the FSRC’s Division of Gaming under the Interactive Gaming and Interactive Wagering Regulations.
With the FSRC stating 24 hours for an unlicensed IBC, a ready-made company rarely saves time here; it helps when someone asks for an earlier date of incorporation. Two points weigh against an old one: no tax exemption survived the 2018 repeal, whatever the incorporation date, and since 2024 the FSRC may strike off an IBC that has not commenced business within three years of incorporation. The details are on our Antigua shelf company page.
We form new Antigua companies and supply ready-made ones. For a formation we prepare the incorporation documents and the FSRC or ABIPCO filings, which for an IBC a licensed Antiguan provider lodges as section 5 requires, help you put the bank application together and, where we have a working contact at a suitable bank, make an introduction; the bank alone decides. For an IBC, the resident agent and, where you want them, a director or nominee shareholder can be provided by way of business only by a corporate management and trust service provider licensed by the FSRC, and we arrange them through such a provider; a director owes the duties of good faith and care in section 95 of the International Business Corporations Act, and the annual attestation filed with the FSRC names the directors, every controller, any nominee and the person the nominee acts for. See also bank accounts for Antigua companies, our Antigua and Barbuda overview and the guide to off the shelf companies.
First decide which register it belongs on. For an IBC, engage a licensed corporate management and trust service provider, which obtains name approval and files the articles, the charter application and the notices of registered office and directors with the FSRC. For a local company, reserve a name at ABIPCO and file articles, by-laws, an attorney’s statutory declaration and the notices of directors and registered office, then obtain a TIN from the Inland Revenue Department.
Yes. Neither the IBC Act nor the Companies Act sets a nationality condition for shareholders, and an IBC’s director can be a company or a person living anywhere. What has to be in Antigua is the registered office and, for an IBC, the resident agent for service of process and the licensed provider that files for it. Banking, trust and insurance IBCs also need one director who is a citizen and resident.
No. The exemption in sections 271 to 281 of the IBC Act was repealed with effect from 31 December 2018, and IBCs formed before that date received no transition period. The general corporate rate under the Income Tax Act is 25%, and an IBC registered to trade at home is taxed at that rate. For an IBC managed abroad the result depends on the facts, so take tax advice before you incorporate.
The FSRC states that an IBC needing no licence can be incorporated within 24 hours once its agent files. That is the regulator’s figure, and it assumes the agent has finished its client checks on the owners and directors. ABIPCO publishes no processing time for local companies. A licence for gaming, banking, trust or insurance business is a separate FSRC process with its own review.
Yes, since the 2018 amendments, but not by default. Section 4A lets an IBC invest in, trade with or serve persons in Antigua and Barbuda and other CARICOM states once it holds an FSRC certificate and has filed its documents and beneficial ownership details with ABIPCO, where it registers as an external company. It is then taxed at the domestic rate under the Income Tax Act.
It pays the annual fee under section 283 of the IBC Act and, through its registered agent, files the beneficial ownership attestation for the year to 31 December by 31 January. It keeps accounting records at the agent’s office and has an auditor unless every shareholder agrees each year to dispense with one. Unfiled returns, fees or attestations can lead to the corporation being struck from the register.
Planning an Antigua company incorporation? Tell us what the company will do and where its customers are, and we will say whether an IBC or a local company fits and what the filing needs, through our contact page or on Telegram or WhatsApp at +48 663 247 166.