Key Takeaways
- Companies for profit in St. Lucia must file the Form 28 Annual Return, while IBCs file a separate return with their registered agent.
- Filing is due by 1 April each year through the Registry of Companies and Intellectual Property (ROCIP).
- Late filing or non-filing exposes a company to penalties, and continued default can lead to strike-off and dissolution.
- Submitting accurate annual returns on time is how foreign-owned companies keep good standing in St. Lucia.
Understanding the Annual Return of a Company for Profit (Form 28) in St. Lucia
The St. Lucia Annual Return is a yearly statutory filing that every company with share capital must submit to the Registry of Companies and Intellectual Property, confirming basic corporate details as at the close of the preceding year. The obligation applies, and it rests on the Companies Act, Cap. 13.01, administered by the ROCIP registry portal under the Ministry of Justice and Attorney General's Chambers.
This filing carries the official name Annual Return of a Company for Profit (Form 28). It is distinct from any tax return and from the separate compliance regime that governs International Business Companies, a difference this article sets out in detail.
The article walks through who must file, what the form contains, when it is due, where it is lodged, the fees and penalties involved, and what happens if you let the obligation slip. It is most relevant to non-resident owners and their advisers responsible for keeping a St. Lucia entity in good standing from abroad.
Legal Basis: Section 194 of the Companies Act (Cap. 13.01)
The governing rule sits in Section 194 of the Companies Act, Cap. 13.01. Every company having share capital must deliver to the Registrar a return in the prescribed form, made up to the preceding 31 December, no later than 1 April each year, with the prescribed fees paid. This requirement was substituted by Act 13 of 2015.
Two further points in the section matter to a foreign owner. A director or officer must certify the contents of every return, so the filing cannot be lodged anonymously or by an unauthorised party. Where default occurs, both the company and every director and officer in default become liable to a monthly penalty fixed by Regulations.
The prescribed form itself is captioned "Annual Return of a Company for Profit Incorporated or Continued Under the Act." The revised edition of Cap. 13.01 is current to 31 December 2023.
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Which Companies Must File the Annual Return of a Company for Profit
The duty attaches to every company with share capital that is incorporated or continued under the Act. It begins on the first 1 April after incorporation or continuance and repeats each year thereafter.
Both locally formed and foreign companies fall within the requirement. External companies registered to carry on business in the jurisdiction are brought in through the provisions on foreign companies in Cap. 13.01, so registering a branch or external presence does not exempt you from the annual filing.
One category sits at the margin. Companies without share capital, such as those limited by guarantee, are not expressly captured by the subsection, which is confined to companies "having share capital." If your entity has no share capital, confirm applicability against the prescribed Regulations rather than assuming the filing is owed.
An International Business Company formed under Cap. 12.14 does not file the Form 28 with ROCIP. Its annual compliance runs through a licensed registered agent, as the next section explains.
How IBCs Differ: Separate Annual Return Filed with the Registered Agent
International Business Companies operate under a separate statute, the International Business Companies Act, Cap. 12.14, and they do not file Form 28 with the registry. This distinction trips up many foreign owners, so it is worth being precise.
An IBC must still file an annual return, covering shareholders, directors, and beneficial owners, together with unaudited financial statements. That return goes to the registered agent, not to ROCIP, and the registers of shareholders, directors, and beneficial owners are kept at the registered office.
The IBC Act provides for an annual director return, a declaration of receipt of that return, and a list of failures to submit it. Each IBC also pays a prescribed annual fee, set at US$300, which functions as the renewal obligation managed through the agent.
A further layer applies on the tax side. Effective 1 July 2021, all IBCs became subject to income tax and must file annual tax returns with the Inland Revenue Department; companies registered before 2019 retained pre-amendment treatment until 30 June 2021. That tax filing is separate from both the agent-side return and the registry's Form 28.
Every IBC must appoint a registered agent licensed by the FSRA. The agent acts as local representative, maintains the registered office, lodges statutory documents, and keeps the company compliant under Cap. 12.14.
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What the Form 28 Annual Return Contains
Form 28 is a snapshot of the company as at 31 December of the year just ended. At its core, the return states the company name, its registration number, and the address of the registered office, and it must carry the certifying signature of a director or officer.
Beyond those fields, a return modelled on Cap. 13.01 typically records the directors and officers with their names and addresses, and details of the share capital, including classes of shares issued and outstanding and the stated capital. The certification by a director or officer is mandatory; an uncertified return does not satisfy the section.
ROCIP has not published a field-by-field breakdown of Form 28 online. Obtain the current Form 28 PDF directly from the registry or the Attorney General's Chambers before you prepare the filing.
Filing Deadline and Frequency: 1 April Each Year
The return is due no later than 1 April in each year following incorporation or continuance. It is an annual filing, with one return per calendar year, covering the period that ends on the preceding 31 December.
Reading the deadline correctly avoids costly errors. A return filed by 1 April 2025 reports the company's position for the year ending 31 December 2024.
There is no grace period in the statute. The penalty clock starts on 2 April if the return has not been lodged, so the date deserves a firm reminder well in advance, particularly for owners managing the entity from another time zone.
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How and Where to File with the Registry of Companies and Intellectual Property (ROCIP)
ROCIP administers the filing from the 2nd Floor, Francis Compton Building, on the Castries waterfront. The registry runs an Online Companies Registration System, the OCRS, reachable through the ROCIP e-filing portal, through which company transactions can be completed.
Form 28 may be lodged online through the OCRS or submitted in person or by post at the registry office. Because e-filing operability for this particular form can change, confirm with ROCIP whether the annual return can be filed electronically or still requires a physical submission with wet signatures.
Two conditions travel with every filing. The prescribed fee must accompany the return at the time of submission, and the return must be certified by a director or officer of the company.
Government Fees for Filing the Annual Return
A fee is payable. Section 194 states plainly that the return must be "accompanied with the prescribed fees," and the amount is fixed by Regulations under Cap. 13.01 in Eastern Caribbean dollars.
The specific figure for the Form 28 filing is not published in a retrievable schedule, so request the current Schedule of Fees directly from the registry before you file. Do not confuse this with the IBC annual registration fee of US$300, which applies only to companies formed under Cap. 12.14 and is an entirely separate charge.
Penalties for Late Filing or Non-Filing
Late filing draws a fine of EC$50 for every month or part of a month the default continues, roughly US$18.50 per month. The Government confirmed this figure when it set out the 1 April deadline for the 2023 return year in January 2024.
The structure of the penalty has features that catch out absent owners.
- Any portion of a month counts as a full month, so a return lodged on 3 April incurs the same charge as one lodged on 30 April.
- Liability falls on the company and on every director and officer in default, exposing individuals personally rather than the entity alone.
- The publicly available text of the section states no cap, so the charge keeps accruing until the return is filed or the company is removed from the register.
Directors and officers are named in the penalty provision. A foreign director who never sets foot in the jurisdiction remains personally liable for an overdue return.
Consequence of Continued Default: Strike-Off and Dissolution
Persistent non-filing carries a heavier outcome than the monthly fine. The Registrar holds power under Cap. 13.01 to strike a company off the register for failure to meet its statutory obligations, and the dissolution and strike-off provisions set out the mechanism.
Loss of registration is not a paperwork inconvenience. A struck-off company loses its legal personality: it can no longer contract, hold assets, operate bank accounts, or bring proceedings. Banking relationships may be terminated and operations suspended well before formal dissolution.
Recovery is possible but onerous. Restoration generally requires an application to the court or Registrar, payment of all outstanding penalties and fees, and the filing of every overdue return, a path far more expensive and slower than meeting the 1 April deadline in the first place.
The exact notice ROCIP must give before striking off a Cap. 13.01 company for annual return default is not confirmed in a public document. Verify the notice steps against the full statute or with the registry if a company is at risk.
Maintaining Good Standing Through Timely Annual Returns
Filing on time is the single most important recurring act for keeping a company active under the Act. Good standing is the gateway to a Certificate of Good Standing from ROCIP, a document banks, counterparties, and foreign authorities routinely demand.
That certificate underpins ordinary commercial life: signing material contracts, opening and keeping corporate bank accounts, completing cross-border transactions, and selling or transferring ownership of the company. Without current filings, none of these can be relied upon.
For an owner based abroad, the practical defence is delegation and discipline.
- Set a reminder with your registered agent or corporate secretary well before 1 April.
- Confirm the agent is authorised to complete and certify the filing if directors are overseas.
- Schedule an annual compliance review covering beneficial ownership changes and any economic substance activities.
- After each return is accepted, obtain a certified copy or ROCIP receipt and keep it with the corporate records.
Conclusion
The annual return is the lowest-effort, highest-consequence obligation a St. Lucia company carries: a single certified form, due 1 April, that quietly keeps the entity alive and bankable. Miss it and the costs compound monthly, with directors personally on the hook and strike-off waiting at the end of the road.
The action that matters is structural, not heroic. Confirm whether your entity is an ordinary company filing Form 28 with the registry or an IBC reporting through its agent, then put a dated reminder and a clear filing authority in place so the deadline is never a question of who was supposed to do it.
How Expanship Can Help Your Business in St. Lucia
Expanship prepares and lodges the Annual Return of a Company for Profit (Form 28) on schedule, handling the director certification, the prescribed fee, and the registry submission so an absent owner never misses the 1 April deadline. The same team supports the wider compliance load a foreign-owned entity carries in the jurisdiction.
- Company incorporation and continuance under Cap. 13.01 or the IBC Act
- Registered agent and registered office services
- Ongoing compliance and filing management, including the annual return
- Accounting and bookkeeping support
- Economic substance and beneficial ownership assistance
- Banking introductions for cross-border operations
To arrange annual return filing or broader corporate support, contact Expanship St. Lucia.
Frequently Asked Questions
It depends on the statute your company was formed under. A company with share capital incorporated or continued under the Companies Act, Cap. 13.01, files Form 28 with ROCIP, while an International Business Company under Cap. 12.14 files its annual return with a licensed registered agent and pays a US$300 annual fee. Confirm your entity type before assuming which regime applies.
It is due no later than 1 April each year, covering the period ending on the preceding 31 December. There is no grace period, so the monthly penalty begins to accrue on 2 April if the return has not been filed.
A fine of EC$50, about US$18.50, applies for every month or part of a month the default continues. Any portion of a month counts as a full month, and both the company and every director and officer in default are personally liable.
Yes, provided the return is certified by a director or officer as the Act requires. Most non-resident owners authorise their registered agent or corporate secretary to complete and lodge the filing, which is practical when directors are overseas.
Continued default exposes the company and its officers to mounting penalties and, ultimately, strike-off from the register. A struck-off company loses its legal personality and cannot contract, hold assets, or operate bank accounts, and restoration requires settling all arrears and filing every overdue return.
The fee is prescribed by Regulations under Cap. 13.01 and denominated in Eastern Caribbean dollars, and the section confirms it must accompany the return. The specific amount is not published in a retrievable schedule, so obtain the current figure directly from ROCIP before filing.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
