Ready Made Company in Antigua: Buying a Shelf IBC in Antigua and Barbuda

What a Ready Made Company in Antigua Is

A ready made company in Antigua, also offered as a shelf company or an off the shelf company, is in practice an international business corporation (IBC) that a licensed service provider incorporated under the International Business Corporations Act, Cap. 222, and then kept without business until a buyer takes over its shares and its board. It is the same IBC a founder can register new. The buyer gets an entity that already exists, with its FSRC number and its incorporation date, and replaces the shareholders, the directors and, if wanted, the registered agent.

A local company under the Companies Act 1995 can change hands in the same way, by a signed instrument of transfer under section 195. It files an annual return and a beneficial ownership attestation with ABIPCO every year whether it trades or not, and a notice within 14 days whenever its beneficial ownership changes.

Tax comes first, because many offers of shelf IBCs still promise none. That regime has gone: the IBC exemption was repealed with effect from 31 December 2018, and the EU and the OECD both record that no grandfathering was provided. An IBC incorporated in 2015 stands where one incorporated last week stands. The general rate of corporate income tax is 25% (Income Tax Act, section 32(1)(b)), and how it reaches an IBC run from abroad is a question for a tax adviser. Registering a company from scratch is covered on our page on Antigua company incorporation.

What Passes to the Buyer and What Changes

Item	After the purchase
Incorporation date and IBC number	Unchanged; both appear on the FSRC’s corporate status report
Name	Kept, or changed by special resolution and articles of amendment filed with the FSRC (section 161(1)(a)); date and number stay
Shareholders	Replaced through a signed instrument of transfer and an entry in the register of shareholders; each new shareholder notified to the FSRC within 15 days (section 18B)
Directors and officers	The seller’s resign and yours are appointed; notice of the change within 15 days (sections 74 and 18B)
Registered agent and office	May stay with the seller’s provider or move to another licensed one; a new office address is notified within 15 days (section 129(2))
Beneficial ownership record	Your details reach the FSRC through the section 18B notice and then the next annual attestation, filed by the agent by 31 January (section 18A)
Accounting records	Held at the agent’s office; a departing agent keeps its client file for six years after the relationship ends (section 130A; CMTSP Act section 19)
Tax exemption	None to inherit since 31 December 2018
Licences	None: a shelf IBC holds no gaming, banking, trust or insurance licence

How a Share Transfer Works Under the IBC Act

The Act asks for a written instrument, not a notarial deed. Shares pass “by a written instrument of transfer signed by the transferor and naming the transferee” (section 136(1)), and the corporation may register the transfer only once an instrument in proper form, signed by both seller and buyer, has been delivered to it (section 140(1)). Beneficial ownership passes when the signed instrument and the seller’s share certificate are handed over, yet the corporation treats the buyer as shareholder only from registration (section 136(4) and (6)).

Step	What happens	Rule
1. Check the company	Order the FSRC corporate status report: incorporation date, IBC number, directors, registered office and agent, authorised capital, status	Section 319; FSRC
2. Client checks	The licensed provider records identity and legal ownership information on the incoming shareholders and directors	CMTSP Act section 18(3)
3. Instrument of transfer	Signed by seller and buyer, delivered with the share certificate	Sections 136 and 140
4. Register of shareholders	Buyer entered and a certificate issued for registered shares	Sections 27(1) and 130(2)
5. Board change	Resignations and appointments, then notice to the FSRC	Within 15 days, section 74
6. Ownership notice	New shareholders, controllers and directors reported to the FSRC	Within 15 days, section 18B
7. Annual attestation	Lists the new beneficial owners	By 31 January, section 18A

The IBC Act’s own stamp duty exemption was among the sections repealed in 2018, and the Stamp Act, Cap. 410, charges duty on a transfer of company shares on sale by reference to the consideration. Ask the agent whether duty falls on your instrument before anyone signs it, and let the sale agreement say who bears it. Once the notices are filed, the status report shows your directors, so a change of hands is not hidden from anyone who orders one.

The Three-Year Rule a Shelf IBC Has to Clear

Since the Law (Miscellaneous Amendments) Act 2024, section 335 of the IBC Act lets the Director of International Business Corporations strike a corporation from the register if it “has not commenced business within three years after the date shown in its certificate of incorporation” or “has not carried on business for three consecutive years”. The same section reaches a corporation that fails to send a return, notice or fee, or leaves its attestation unfiled after the maximum penalty. Before striking off, the Director must give at least 90 days’ notice and publish the intention in the Gazette. A struck-off corporation can be restored on application once every outstanding fee and penalty is paid, and the court may revive a dissolved one within seven years of dissolution.

The power is discretionary, but it changes what an aged shelf IBC is worth: a company held unused for more than three years matches the description in the section. Before you buy, ask for a recent status report, written confirmation that no section 335 notice has been received, and evidence that every annual fee was paid and every 31 January attestation filed.

When an Existing Antigua Company Is Worth Buying

The one thing an existing IBC has that a new one cannot is an earlier date of incorporation. That counts where a counterparty, a marketplace or a licensing file asks how long the company has existed. It brings no trading history, no filed accounts, no tax exemption and no licence. Speed is seldom the reason either, since the FSRC states that it incorporates an IBC needing no licence within 24 hours, while a purchase still runs through the transfer, the board change and the 15-day notices.

Buyers planning online gaming sometimes look for an existing IBC because the licence is applied for by a company. The licence stays a separate review by the FSRC’s Division of Gaming, a licensed corporation must keep a physical presence in Antigua with its own office and at least one full-time employee, and gaming companies are audited externally; a shelf IBC shortens none of that. If the date does not matter to you, form a new Antigua IBC with the name and articles you choose. Our guide to aged shelf companies discusses what company age proves and what it does not.

Antigua Shelf Companies and Bank Accounts

Our offer page lists most Caribbean offshore jurisdictions, Antigua among them, as places where shelf companies with an account already open are not readily available. Where an IBC you buy does hold an account, the account belongs to the company and stays with it through the share transfer; the bank then reviews the new owners, directors and signatories and may keep the account, ask for more documents or close it. None of the four commercial banks on the ECCB register publishes criteria for an IBC owned from abroad, so plan for a fresh application after the transfer. The banks are covered on our page on bank accounts for Antigua companies, and the mechanism in general on shelf companies with bank accounts.

Buying an Antigua Shelf Company Through Us

We supply ready-made Antigua companies and also register new ones. For a purchase we prepare the instrument of transfer, the board resolutions and the notices that the licensed agent lodges with the FSRC, help you assemble the bank application and, where we have a working contact at a suitable bank, introduce you, leaving the decision on the account to the bank. If the IBC is to have a provided director or a nominee shareholder after the purchase, that service lawfully comes only from an FSRC-licensed corporate management and trust service provider, and we use no one else; the director is held to section 95 of the International Business Corporations Act like any other, and a new director, controller, nominee or nominator is notified to the FSRC and named in the annual attestation. Background on the jurisdiction is on our Antigua and Barbuda page.

Frequently Asked Questions about Shelf Companies in Antigua

Can I buy a ready made company in Antigua from abroad?

Yes. The IBC Act sets no nationality or residence test for shareholders, and a director can be a company or a person living anywhere, except in banking, trust and insurance corporations. The instrument of transfer is a signed document rather than a notarial deed. What stays in Antigua is the registered office, the resident agent for service of process and the licensed provider that lodges the notices with the FSRC.

Does an older Antigua IBC keep the old tax exemption?

No. The exemption was repealed with effect from 31 December 2018, and the EU and the OECD both record that no grandfathering was provided, so an IBC incorporated before 2018 is in the same position as a new one. The general corporate income tax rate is 25%; whether and how it reaches a particular IBC run from abroad depends on the facts, so take tax advice before buying.

How is ownership of an Antigua shelf company transferred?

Seller and buyer sign a written instrument of transfer, which is delivered with the share certificate, and the corporation enters the buyer in its register of shareholders. The seller’s directors resign and yours are appointed, and the FSRC is told of the new shareholders, controllers and directors within 15 days. The next annual attestation, due by 31 January, then names you as beneficial owner.

Will my name appear on a public register in Antigua?

Not as owner. Beneficial owners go into the section 18B notices and the annual attestation that the agent files with the FSRC, which the authorities see and the public does not. Anyone can obtain the IBC’s name, number, registered address, agent and corporate purpose, and the corporate status report also lists the directors, so a director’s name is visible to searchers.

Can I rename a shelf IBC after buying it?

Yes. The shareholders pass a special resolution amending the articles under section 161(1)(a), and articles of amendment go to the FSRC. The new name must contain Limited, Corporation or Incorporated or an abbreviation, must not be identical to the name of an Antiguan body corporate and must not confuse or mislead. The incorporation date and the IBC number do not change.

Can an Antigua shelf company be struck off for being dormant?

It can. Since 2024 the Director of International Business Corporations may strike off an IBC that has not commenced business within three years of incorporation or has not carried on business for three consecutive years, after at least 90 days’ notice and a Gazette notice. Restoration is possible on application with all fees and penalties paid. Ask for a recent status report before buying an older company.