Comparison of the four major Caribbean Jurisdictions

TCI and BVI are both British dependencies which are preferred for offshore incorporations because they are politically stable and they offer special types of companies – the Exempted company in the case of TCI and the IBC, also known as the International Business Company, in the case of the BVI. Belize and the Bahamas also offer IBC’s.

BVI is currently the market leader in terms of number of companies incorporated each year due to the extensive and successful marketing of the jurisdiction particularly by lawyers who left Panama during the Noriega regime.

TCI and BVI are both British dependencies and therefore obtain political stability from their close connection to the UK.

Bahamas and Belize are both independent states, so stability is totally dependent upon the state of the internal affairs of that jurisdiction.

TCI companies automatically receive a Certificate of Guarantee against Future Taxation signed by the Governor. This certificate guarantees that the company will not be subject to taxation for a period of 20 years since the date of incorporation. The certificate also guarantees that no tax will be charged on the shares in the company for the same period.

Bahamas, Belize and BVI require that a register of members is kept at the registered office address of the company, while TCI does not impose such restrictions and the register of members may be kept anywhere in the world.

Caribbean Jurisdictions

In both TCI and Bahamas there is provision for registering a foreign language translation of the English name at the Companies Registry and for this translation to appear on the original Certificate of Incorporation and registry certified copy of the original Memorandum and Articles of Association. TCI also allows a foreign translation of the Memorandum and Articles of Association to be registered.

In TCI there is no requirement to include the word “Limited” or some derivative in the company name, whereas such must be included in the name of a Bahamas, Belize and BVI company.

In TCI both the Companies Ordinance and the Confidential Relationships Ordinance make it a criminal offence, punishable by a fine of up to $50,000 and a term of imprisonment of up to 3 years, for professionals or others to reveal confidential information relating to a TCI company or its affairs. There are no specific statutory provisions governing secrecy which apply in Belize, Bahamas or BVI although English Law, which applies in all four jurisdictions, does impose a common law duty on professionals to keep the affairs of their clients confidential. Clearly the confidentiality is stronger in TCI.

Companies Structure

Companies incorporated in all four jurisdictions have almost identical structures and administrative requirements:

Directors may be corporate or individual. Only one Director is required and details need not appear on any public record, so secrecy can be retained.

Shareholders can be individuals or corporations.

Shares may be issued in bearer or registered form but in either case no details need appear on the public file. Nonetheless the bearer shares must be delivered to a license custodian and a register of shareholders must be kept at the registered office address of the company

There is no requirement in any of the jurisdictions to file accounts on the public record.

Board meetings may be held anywhere in the world.

No tax is payable in the country of incorporation.

Maintenance is simple and inexpensive, the only requirement being to maintain a registered office address and a local resident representative in the country of incorporation.

There is no requirement that the company state its registered office address or details of its directors on the company letterhead.

Incorporation can be achieved normally within 24 hours.

All four jurisdictions offer good corporate mobility allowing companies to redomicile in and out quickly and easily.

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Remark:

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, this information does not constitute legal or other professional advice.