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Key Takeaways

  • Name reservation through the Commerce and Intellectual Property Office (CIPO) is the first paperwork step before filing.
  • Directors, shareholders and beneficial owners must supply KYC, identity and proof-of-address documents as part of due diligence.
  • Foreign documents often require notarisation, apostille, certified translation or legalisation before they are accepted.
  • Once approved, you receive a Certificate of Incorporation along with related statutory records confirming the company exists.

For a non-resident owner, the document set needed to incorporate a company in St. Vincent and the Grenadines is short and predictable. The standard vehicle is the Business Company (BC), formerly the International Business Company, registered with the Financial Services Authority (FSA) through a licensed registered agent. Domestic companies follow a separate path under the Companies Act of 1994, administered by the Commerce and Intellectual Property Office (CIPO).

The core requirement reduces to signed application forms plus a notarised copy of your passport, a second identity document, and a recent utility bill. Incorporation documents record the company name, the director or directors, an officer name, the number of shares to be issued, the shareholders, and the currency of those shares.

The entire process runs remotely, with no need to travel to Kingstown at any stage. This article sets out each document a foreign owner prepares and each record issued back to you, covering both the FSA/BC offshore route and the domestic CIPO route where they differ. It is written for foreign business owners, investors, and their advisers deciding whether to form an entity here.

On the domestic route, you secure a name in advance by filing a request for name search and reservation (Form 26) with CIPO. The form lets you list three alternative names, which reduces the risk of rejection where your first choice is unavailable.

A name reservation fee of XCD 25.00 applies. On the FSA/BC offshore route, the name search is handled by your licensed registered agent rather than filed by you directly.

Several naming rules shape what you can choose:

  • The name must not be identical or confusingly similar to an existing company.
  • It must end with a word or abbreviation signifying limited liability, such as "Limited", "LTD", "Corporation", "Corp", "Incorporated", or "Inc".
  • Words including "Bank", "Insurance", "Assurance", "Trust", "Chartered", "Royal", "Imperial", and "Cooperative" are prohibited or restricted.
  • Terms such as "Association", "Chamber", "Group", "International", and "Fund" require permission from the Registrar of Companies.

Names may be submitted in any language, but a certificate of translation into English must accompany a non-English name. No name may imply backing from the President or the government.

Offer alternatives

List three names in order of preference. If your first choice clashes with an existing entity or a restricted word, the search proceeds to the next without a fresh filing.

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Every person connected to the company must be identified: directors, shareholders, ultimate beneficial owners (UBOs), and any contact person. The registered agent collects and holds this material before any filing is made.

For each individual, the standard pack is as follows:

  • A certified or notarised passport copy.
  • A second government-issued photo identity document.
  • Proof of residential address, such as a utility bill or bank statement.
  • A bank reference or professional reference letter, dated within the last six months and showing the issuer's contact details.
  • A curriculum vitae, résumé, or LinkedIn profile.

Directors and shareholders may be natural persons or corporate bodies, of any nationality, and need not reside in the country. Where a shareholder is a company, the agent will trace ownership up to the individuals who ultimately control it.

Registers of directors and shareholders are filed with the Registrar, and for BCs they are also filed with the FSA. These registers are not open to public search. All shares must be registered in the shareholder's name, in line with the OECD Common Reporting Standard and FATF guidance, so bearer arrangements are not available.

A company carrying on a relevant activity is also subject to economic substance requirements under the International Cooperation (Economic Substance) Act, 2020, which affects the records you maintain after formation rather than the documents filed to incorporate.

Identity verification turns on a clear, notarised photocopy of your passport or photo driving licence. The copy must show the photograph, signature, and personal details legibly; a faint or partial scan will be returned. A second photo ID is required alongside the passport.

Address proof must be a notarised document, in English, and no older than three months. Acceptable items include a utility bill (gas, water, or electricity), a bank statement, a bank reference, or a driving licence, provided the document shows the holder's full name and physical address.

Where any document is not in English, a certified translation must accompany it.

Confidentiality over this material is strong. The identities of directors, shareholders, and beneficial owners are not published, not searchable, and not accessible to casual third-party enquiries; the data sits privately with the registered agent under the Preservation of Confidential Relationships (International Finance) Act 1996. Beneficial ownership information is disclosed only to foreign authorities, and only on an official legal request.

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The constitutional documents differ by route, and the difference matters for foreign owners weighing the two.

For an FSA-registered BC, a Memorandum does not form part of the incorporation filings. The Articles of Incorporation are filed and held at the registry and contain the company name, the registered agent and registered office details, the currency and type of shares, and the authorised share capital. A certificate of compliance from the registered agent, confirming that the Act's requirements are met, accompanies the Articles.

The filed articles are structured to record the minimum information required. The only item on public record is that certificate of compliance from the registered agent or a solicitor.

For a domestic company, the Articles of Incorporation follow a prescribed form (Form 1) and set out the rights, restrictions, and conditions attaching to each class of shares where two or more classes exist. After incorporation, directors hold an organisational meeting to pass by-laws, the instrument regulating the company's internal affairs; model by-laws appear in the Fifth Schedule of the Companies Regulations.

A domestic company must keep a record of its articles, by-laws, any unanimous shareholder agreement, statutory notices, accounting records, and the minutes and resolutions of its meetings.

The forms you assemble depend on which registry receives the application.

On the domestic CIPO route, the prescribed company forms make up the application:

Form Purpose
Form 1 Articles of Incorporation (for-profit)
Form 2 Articles of Incorporation (non-profit)
Form 4 Notice of Address of Registered Office
Form 9 Notice of Directors
Form 9A Notice of Consent to Act as Director

Alongside these, you supply the request for name search and reservation, an attorney-at-law's statutory declaration, and a cover letter where any director lacks a middle name (the forms require a middle initial). Form 4 must give a physical registered office address within the jurisdiction; a post office box is not accepted. Form 9 must state each director's full name, residential address, and occupation. Both forms are signed by a person who signed the Articles.

Two statutory fees apply on this route: XCD 25.00 for the name reservation and XCD 950.00 to the Registrar on filing the application. After retrieving the certificate, the incorporator files two copies of the by-laws and the notice of appointment of secretary, at a further cost of roughly XCD 150. Where documents satisfy all requirements and fees are paid, a Certificate of Incorporation is generally issued within two working days of filing.

On the FSA/BC offshore route, the registered agent submits the document set to the Financial Services Authority, which reviews it over a period of about 5 to 10 working days before issuing the Certificate of Incorporation. Revised BC forms took effect on 1 January 2019. The FSA sets its own statutory registration and annual fees; confirm the current schedule directly with the FSA or with Expanship before you budget, rather than relying on figures circulating on third-party sites.

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A registered agent licensed by the FSA is mandatory and handles the incorporation on your behalf. The agent is the company's official point of contact with local authorities, receiving legal documents, government notices, and compliance correspondence.

The agent must maintain a physical street address in the jurisdiction; a post office box cannot serve as the registered office. The registered office must be a real location where directors and officers can be contacted and served.

No other local presence is required for a BC. Before filing, the agent will ask you for:

  • The full KYC pack (passport, second ID, proof of address).
  • Your company name preference.
  • Details of all directors and shareholders.
  • The intended share structure.

The agent keeps the register of directors up to date even though directors are not publicly disclosed, and for a BC the only public record remains the certificate of compliance.

A few signed declarations sit at the centre of the application. On the domestic route, an attorney-at-law makes a Statutory Declaration confirming that no person signing the Articles is disqualified, meaning under 18, bankrupt, or of unsound mind. Where that declaration accompanies the articles, it is treated as conclusive of the facts declared.

Each director signs Form 9A, the Notice of Consent to Act as Director. For an external company, the directors' particulars are verified by a statutory declaration of a director, alongside the attorney's declaration of compliance and, where needed, a power of attorney appointing a local representative.

Local instruments attract modest stamp duty: XCD 30.00 on a power of attorney and XCD 6.00 on each statutory declaration made locally, affixed in revenue stamps.

Beneficial ownership details form part of the standard package the agent prepares, but they stay private. Disclosure occurs only to foreign authorities on an official legal request. Separately, under the Companies Amendment Act, a BC must send its registered agent an annual declaration confirming that it keeps financial statements and accounting records that can be produced to the FSA on request.

Because you sign from abroad, several documents need notarisation. The passport or driving licence photocopy must be notarised with the photo, signature, and personal details clearly visible, and the address-proof utility bill must also be notarised, in English, and under three months old.

The country joined the Hague Apostille Convention on 27 October 1979. Two directions matter:

  • Documents you send in: if a foreign public document must be presented to authorities here, it should be apostilled in its country of origin, which must itself be a Convention member.
  • Documents going out: company papers issued locally, such as articles, registration certificates, and a Certificate of Good Standing, are apostilled for use abroad. The apostille is affixed to the original, which must be in good condition with clear stamps and signatures. A Certificate of Good Standing for a BC is certified at the registry and apostilled at the FSA.

A non-English company name needs a certificate of translation into English, and any KYC document not in English requires a certified translation.

Confirm the notarisation standard

Whether a home-country notary is accepted for every document, or an apostille is also needed, depends on your agent's KYC checklist. Confirm the exact standard with the appointed registered agent before you have anything notarised.

Once approved, the registry returns a defined set of records. Certified digital copies are issued first, with original hard copies dispatched by courier after the agent receives your original certified KYC documents by post. Electronic copies are typically ready within two working days, and the physical formation kit follows in roughly 3 to 7 days.

A standard pack for the incorporator generally comprises:

  • Certificate of Incorporation.
  • Articles of Incorporation (filed copy).
  • By-laws (domestic) or Memorandum and Articles of Association, where applicable on the IBC route.
  • Certificate of Compliance from the registered agent.
  • Share certificates.
  • Register of Directors and Register of Members, held at the registered office and not publicly filed for a BC.

You can request a Certificate of Incorporation with the director's name displayed or one without it, since two versions exist. A Certificate of Good Standing, carrying the registrar's stamp, seal, and signature, confirms the company's standing under local law and can be obtained later as proof for banks and counterparties.

Note that a Certificate of Tax Exemption is no longer issued under post-2019 rules; the BC instead receives tax exemption for 25 years after incorporation. Every BC renews on the same date, 31 December each year, regardless of its incorporation date.

The document burden for a foreign owner here is light and entirely manageable from abroad: signed forms, a notarised passport and second ID, and a recent address proof, gathered and filed by a licensed registered agent. The two routes diverge in their constitutional papers and fees, with the FSA-registered Business Company being the usual choice for non-residents and the domestic CIPO route adding prescribed forms and an attorney's declaration. Preparing clean, correctly notarised documents at the outset is what keeps formation to a few days rather than weeks. Confirm current FSA fees and your agent's notarisation standard before you commit anything to paper.

Expanship assembles and files the full document set for your company formation here, coordinating KYC collection, notarisation requirements, name reservation, and registry submission so the paperwork is right the first time. Acting through licensed local partners, we also support the wider needs of a foreign-owned entity after incorporation.

  • Company incorporation and document preparation
  • Registered agent and registered office services
  • Tax registration and filing
  • Ongoing compliance and annual renewal management
  • Accounting and bookkeeping
  • Banking introductions

To start your formation or check the current document requirements for your case, contact Expanship St. Vincent and the Grenadines.

You need signed application forms plus a notarised copy of your passport, a second government-issued photo ID, and a recent utility bill or other address proof in English. The registered agent also asks for a reference letter dated within the last six months and a CV or LinkedIn profile for each director and shareholder.

No. The entire incorporation runs remotely, with no requirement to visit Kingstown or any other location at any stage. You send notarised documents to the registered agent, who handles the filing on your behalf.

For an FSA-registered Business Company, a Memorandum does not form part of the incorporation filings; the Articles of Incorporation are filed and held at the registry. A domestic company instead files Articles of Incorporation on Form 1 and later passes by-laws at its organisational meeting.

No. The identities of directors, shareholders, and beneficial owners are not published or searchable, and the only public record for a Business Company is a certificate of compliance from the registered agent. Beneficial ownership information is released only to foreign authorities on an official legal request.

If a foreign public document must be presented to authorities here, it should be apostilled in its country of origin, which must itself be a member of the Hague Apostille Convention that the country joined on 27 October 1979. Whether an apostille is required for routine KYC items depends on your registered agent's checklist, so confirm that standard before notarising.

Certified electronic copies are typically ready within about two working days on the domestic route, while the FSA review for a Business Company runs roughly 5 to 10 working days. Original hard copies are couriered once the agent receives your certified KYC documents by post, usually within 3 to 7 days after that.

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.