Form 24 Annual Return in St. Vincent | Rules & Deadlines

Understanding the Annual Return (Form 24) in St. Vincent and the GrenadinesCopy link to section

The Annual Return (Form 24) is a yearly filing made with the Commerce and Intellectual Property Office (CIPO) to confirm a company's registered particulars and keep it in good standing. It applies in St. Vincent and the Grenadines to companies registered under the Companies Act, Chapter 143, which CIPO administers as a statutory agency of the government.

Two groups carry this duty: external companies (foreign firms registered to do business in the State) and domestic companies incorporated there. The obligation rests on section 356 of the Act for external companies, and on equivalent annual return provisions for domestic ones, with the full text available through WIPO Lex.

This article explains who must file, what the return contains, when it is due, how to lodge it, what it costs, and what happens if it is missed. It is written for foreign owners and their advisers managing a company registered under Chapter 143, and it draws a clear line between that regime and the offshore vehicles that fall outside it.

Which Companies Must File the Annual Return (Form 24)Copy link to section

An external company is any firm or body of persons, incorporated or not, formed under the laws of a country other than St. Vincent and the Grenadines. Once such a business registers under the Companies Act, it must file the Annual Return (Form 24) every year, and registration is what gives its operations in the State legal validity.

Domestic companies, both private and public, also file the Annual Return with CIPO. The office recognises these two categories alongside external companies, and both are bound to the annual filing cycle.

There is one important exclusion. Business Companies registered with the Financial Services Authority answer to a separate reporting regime and do not file Form 24 with CIPO. The next section sets out why offshore vehicles sit outside this obligation entirely.

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Why International Business Companies and Limited Liability Companies Are Not Required to File an Annual ReturnCopy link to section

If you hold an IBC or an LLC, the Annual Return (Form 24) does not concern you. There is no requirement to submit an annual return to the registry for International Business Companies, and the same is true for Limited Liability Companies.

LLCs are expected to keep internal accounting records that document their financial position, but they file no accounts, no tax returns, and no membership disclosures with the registry. Shareholder and director details for these entities go to the registered agent, who keeps the registers; nothing of that kind reaches the registry.

What does apply is a yearly government fee to preserve good standing, typically falling due in December. The framework for these vehicles sits in the Limited Liability Companies Act, 2008 and the Business Companies (Amendment and Consolidation) Act, 2007, and Business Companies and LLCs report to the Financial Services Authority rather than to CIPO.

Legal Basis for the Annual Return Under the Companies Act, Chapter 143Copy link to section

The governing statute is the Companies Act, 1994 (Act No. 8 of 1994), consolidated as Chapter 143 of the Revised Laws, taking in amendments up to Act No. 9 of 2006. For external companies, the anchor for the Annual Return (Form 24) is section 356.

Two related provisions matter to a foreign owner. Section 357(1) bars an unregistered external company from bringing any action, suit, or proceeding in the courts of the State. Section 355 sets the penalty for trading without registration, a charge that bites at $350.00 per day and ranks as a first charge on the company's assets.

For domestic companies, the annual return duty rests on equivalent provisions within the same Act. The specific section numbers for domestic returns are not reproduced in CIPO's public guidance, so the Act itself should be consulted for the precise reference.

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What Information the Annual Return (Form 24) Must ContainCopy link to section

Form 24 is the prescribed Annual Return for external companies, listed in CIPO's series of company forms. Its detailed fields are set by the Companies Regulations, the subsidiary legislation under Chapter 143, rather than reproduced in CIPO's published brochure.

Drawing on the companion registration form for external companies, the particulars captured for this category generally include:

• The extent, if any, to which the liability of shareholders or members is limited
• The business the company carries on within the State
• The authorised, subscribed, and paid-up or stated capital, and the shares authorised with their nominal value
• The full address of the registered or head office in the country of formation
• The full address of the principal office within St. Vincent and the Grenadines
• The full names, residential addresses, and occupations of the directors

The Annual Return confirms or updates these details each year. For domestic companies, the Act's annual financial return provisions at sections 149 and 155 (declaration of solvency) point to Form 24 capturing the equivalent financial and structural data.

Because the exact field list for the current Form 24 is not published online, download the live version from CIPO's prescribed forms page or request it directly before preparing the filing.

Filing Deadline and Frequency for the Annual ReturnCopy link to section

The Annual Return is filed once a year, in respect of the preceding year, and is due on or before 1 April. The obligation begins the year after registration and recurs for as long as the company stays on the register.

A return lodged after 1 April attracts a late fee that runs per month or part of a month. CIPO's published guidance refers to no grace period beyond that monthly structure, so the practical message is simple: file by the deadline.

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How and Where to File the Annual Return with CIPOCopy link to section

Filings go to the Commerce and Intellectual Property Office, located on the First Floor, Brewster's Building, McCoy Street, Kingstown. Company forms may be obtained from and submitted at that office.

CIPO also runs an e-services portal at ecipo.gov.vc. Whether Form 24 can be lodged electronically there, or must still go in on paper, is not confirmed in published guidance, so verify the accepted channel with the office before you file.

External companies usually file through a local attorney-at-law or authorised representative, the same channel used at registration. Documents must be submitted in duplicate original, and for corporate instruments, photocopies of the notarised instruments must accompany the certified copies.

Government Fees for Filing the Annual ReturnCopy link to section

The filing fee for the Annual Return is $100.00, drawn from CIPO's external companies brochure. Fees are denominated in Eastern Caribbean Dollars, so this is EC$100, roughly USD 37 at the fixed rate of 2.70 to the dollar.

A late fee of $50.00 per month, or part of a month, applies after 1 April. CIPO's guidance references no separate audit fee or stamp duty tied specifically to Form 24.

Two ancillary costs can arise when an attorney acts for a foreign company. A Power of Attorney attracts stamp duty of $30.00 in revenue stamps, and each statutory declaration made locally attracts $6.00.

Government fees change from time to time. Confirm the schedule with CIPO before each filing.

Penalties for Late Filing or Non-Filing of the Annual ReturnCopy link to section

Miss the 1 April date and the $50.00 monthly late fee begins. It is recurring, accruing for every full or partial month the return remains outstanding, and CIPO's published guidance records no monetary cap on the accumulated amount.

For external companies, a heavier exposure attaches to trading without registration: a penalty of $350.00 per day, ranking as a first charge on the company's assets and recoverable by the Registrar. An unregistered external company also cannot maintain any court action in the State, and that disability extends to any contract made wholly or partly there.

Unpaid Annual Return fees and late charges block a Certificate of Good Standing, since that certificate confirms all fees and penalties have been paid. Sustained default can push the company further: the Registrar may strike it from the register, though the precise notice period under Chapter 143 is set out in the Act rather than reproduced in CIPO's online guidance.

Strike-Off and Dissolution as the Ultimate Consequence of DefaultCopy link to section

Persistent failure to file Form 24 or clear accumulated late fees leaves a company in arrears with the Registrar. That state blocks a Certificate of Good Standing and exposes the entity to administrative strike-off.

For domestic companies, the Act provides ordered routes to ending corporate life. Voluntary liquidation begins with a winding-up resolution under section 429, and unless the Court defers it, dissolution is deemed to occur three months after the return of the final meeting is registered (sections 438(5) and 447(5)). Compulsory liquidation, by contrast, proceeds on a Court order.

A struck-off company faces the same incapacity as an unregistered one: it cannot contract, sue, or be sued in the courts of the State, and its assets may vest in the Crown. The CIPO liquidation guidance sets out these dissolution provisions in more detail.

Restoration is possible. It requires a formal application to CIPO, payment of every outstanding fee and penalty, and, for external companies, satisfaction of any further conditions the Registrar sets.

ConclusionCopy link to section

For a foreign-owned company registered under Chapter 143, the Annual Return (Form 24) is a low-cost duty with disproportionate consequences if ignored: a $100 fee skipped today becomes a compounding $50-a-month charge, a blocked Certificate of Good Standing, and eventually strike-off. The filing is modest; the cost of neglecting it is not.

Before anything else, establish which registry holds your entity. If it sits with CIPO, calendar the 1 April deadline and route the return through your local representative; if it is an FSA-registered IBC, BC, or LLC, Form 24 is not yours to file at all.

How Expanship Can Help Your Business in St. Vincent and the GrenadinesCopy link to section

Expanship prepares and lodges the Annual Return (Form 24) for external and domestic companies registered with CIPO, tracking the 1 April deadline and handling the local filing channel so nothing lapses into late fees. The same team supports the wider needs of a foreign-owned entity in the jurisdiction, from formation through ongoing maintenance.

• Company incorporation for domestic, external, and offshore structures
• Registered agent and registered office services
• Ongoing compliance and management of annual filings
• Accounting and bookkeeping support
• Economic-substance and beneficial-ownership assistance
• Introductions to banking partners

To discuss your filing obligations, contact Expanship St. Vincent and the Grenadines.

Frequently Asked QuestionsCopy link to section