Bearer Shares in St. Vincent: Where the Law Stands

Bearer Shares in St. Vincent and the Grenadines: Where the Law Stands TodayCopy link to section

Bearer shares no longer exist as a legal instrument for new companies in St. Vincent and the Grenadines. The right to issue them was repealed by Act No. 36 of 2018, which amended the International Business Companies legislation and took effect on 1 January 2019. Any Business Company formed from that date can issue registered shares only, and the statutory abolition removed the custody framework that once supported bearer instruments.

This matters most to foreign owners and their advisers who encounter older promotional material still describing the jurisdiction as a place to issue anonymous bearer certificates. The supervising authority is the SVG Financial Services Authority, whose legislation portal publishes the governing Acts and regulations. The pages below trace how bearer shares once worked here, why they were abolished, what happened to legacy instruments, and what registered-share structuring looks like for a non-resident owner now.

What Bearer Shares Are and Why They Mattered for Offshore OwnersCopy link to section

A bearer share belongs to whoever physically holds the certificate. No name appears on any register, so ownership moves by handing the paper to another person, leaving no record with the company or any authority.

That anonymity is precisely why bearer shares became an international concern. Their near-instant transferability made them a recognised channel for tax evasion and money laundering, since neither tax authorities nor creditors could readily trace who owned an entity at a given moment.

For offshore owners the historic draw was twofold: beneficial ownership could change without any registry notation, and the structural secrecy could frustrate foreign claimants. In this jurisdiction that appeal was reinforced by the Preservation of Confidential Relationships (International Finance) Act 1996, among the most restrictive confidentiality statutes in the world. Paired with that regime, bearer-share IBCs ranked among the more opaque Caribbean vehicles available before the 2018 reforms.

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The Legal History of Bearer Shares Under SVG Company LegislationCopy link to section

The offshore sector here is one of the oldest in the region, with financial-services activity dating to the 1970s. The modern framework rests on the International Business Companies (Amendment and Consolidation) Act 2007 (Act No. 34 of 2007, amended by Act No. 48 of 2007), which commenced on 22 February 2008 and is consolidated as Chapter 149 of the Revised Laws.

That statute expressly contemplated bearer shares. Its table of contents carries separate headings for "Bearer shares" and "Immobilisation of bearer shares," and the related Regulations were issued as SRO No. 6 of 2008.

The 2007 consolidation did not invent bearer shares; it codified an immobilisation model in place of any earlier approach, reflecting the international standard of that period. A parallel domestic Companies Act (Chapter 143) governs ordinary local companies, where bearer shares were never a feature.

The International Business Companies Regime and Its Evolution to the Business Companies ActCopy link to section

Offshore entities here were renamed from International Business Companies to Business Companies as part of a shift to territorial taxation. The change came through Act No. 36 of 2018, enacted on 31 December 2018, which made the most significant revisions the regime had seen.

The amendment renamed the IBC as a Business Company and deleted Section 7, the provision that had barred these entities from trading with residents. A BC may now do business locally, removing the ring-fence that previously separated it from the domestic market.

On 27 December 2018, the IBC and Trust legislation was amended to honour commitments to the EU Code of Conduct Group (Business Taxation) and the OECD BEPS Inclusive Framework. The old regime had offended EU Criterion 2.1 because it granted non-residents advantages unavailable to residents, ring-fenced those benefits, and required no real economic activity.

Under territorial taxation, BCs and LLCs pay zero tax on profits, capital gains, and passive income arising outside the jurisdiction. The government also signalled an intention to merge the domestic Companies Act with the Business Companies Act, given the overlap the reforms created.

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Current Status: Permitted, Abolished, or Immobilised in SVGCopy link to section

Bearer shares are abolished. Act No. 36 of 2018 repeals the right to issue them, and it also removed the now-redundant definition of "approved custodian" because no instruments remain to hold in custody.

For any Business Company incorporated on or after 1 January 2019, bearer shares cannot be issued under any circumstance. The prohibition sits in primary legislation, not in guidance that a regulator might soften.

Immobilisation and Custody Requirements for Bearer Share InstrumentsCopy link to section

What follows applies only to the pre-2018 regime and to any legacy certificate still in existence. Under those rules both bearer and registered shares were permitted, but a bearer certificate had to be held within the jurisdiction by a licensed custodian.

The statute defined an "approved custodian" as a regulated custodian or financial institution sanctioned under the Act for immobilisation purposes. A registered agent that had issued bearer shares was required, on the legal owner's request, to deliver a Certificate of Immobilisation in the prescribed form for the certificates it held.

Transfer of beneficial ownership ran through the registered agent, either by substituting one bearer for another or by cancelling the immobilisation certificate held by the transferor. The agent kept a register and took physical custody of the certificates, and none of that information reached the government or the public. The competent authority that approved custodians under this framework was the SVG Financial Services Authority.

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The Transition Path for Legacy Bearer SharesCopy link to section

Companies formed before 1 January 2019 continued under the old rules, tax-free and outside the new requirements, until 30 June 2021. That grace period was the bridge between the two regimes.

When it expired on 30 June 2021, legacy entities became subject to the 2018 amendments in full, including the abolition of bearer-share issuance.

A holder who failed to regularise a legacy bearer instrument by the deadline faces uncertainty over the voting rights and economic entitlements attached to it.

What This Means for Beneficial Ownership and TransparencyCopy link to section

Abolishing bearer shares closed one of the main routes for hiding ultimate beneficial ownership from regulators and exchange-of-information partners. Oversight has tightened through stricter beneficial-ownership tracking and more frequent onsite inspections of financial entities.

The jurisdiction participates in the Common Reporting Standard, having enacted the Automatic Exchange of Financial Account Information (Common Reporting Standard) (Amendment) Act 2018 alongside the 2016 CRS Regulations. Information is now collected at the registered-agent level even though the public registry remains closed.

On the anti-money-laundering side, CFATF completed a 4th Round Mutual Evaluation in 2024, and the jurisdiction has been working through the remaining technical deficiencies it identified. It earlier exited the 3rd-round follow-up process and does not appear on the FATF increased-monitoring ("grey") list per the FATF evaluation record.

Practical Implications for Non-Resident Owners and AdvisersCopy link to section

Any Business Company formed on or after 1 January 2019 can issue registered shares only. Bearer certificates are simply not an option to discuss in current structuring.

Where a structure involves a legacy entity formed before that date, treat any bearer instruments as having needed conversion or regularisation under the transition framework. Obtain written confirmation from the local registered agent that no bearer certificates remain outstanding.

• Owners using these structures in EU-connected transactions should confirm the entity is not caught by the EU list of non-cooperative jurisdictions; the 2018 reforms addressed the listing concerns.
• Territorial taxation means a BC pays corporate tax only on income sourced within the jurisdiction, with zero tax on offshore-source income.
• On incorporation a BC must obtain a Tax Identification Number from the Inland Revenue Department.
• The 1996 confidentiality statute still protects owner anonymity; disclosure is permitted only where foreign criminal proceedings exist and the conduct is criminal under both the prosecuting state and local law.

There is no requirement to file the names of shareholders or directors with the Registrar on incorporation, so the loss of bearer shares does not expose ownership to a public register.

Compliance Obligations and the Role of the Registered AgentCopy link to section

Every Business Company must at all times maintain a registered office and a registered agent within the jurisdiction, named in its articles. Only that agent may file an application to incorporate, and the agent carries the AML and KYC responsibilities for the entity.

The FSA supervises financial institutions, registered agents, and virtual asset service providers for AML and CFT purposes. The National Risk Assessment flagged money-laundering vulnerabilities in sectors that include money service businesses and registered agents, which is part of why agent-level diligence has grown stricter.

For legacy bearer holders, the agent was once the custodian of immobilised certificates and the issuer of immobilisation certificates. After abolition, the agent must confirm that no unresolved bearer instruments remain and keep beneficial-ownership records current.

These figures come from the retrieved SRO regulations; confirm the schedule in force with the FSA before relying on them.

Outlook for Bearer Shares and Corporate Structuring in SVGCopy link to section

Bearer shares are permanently abolished for new companies. Nothing in the retrieved record points to any legislative or political move toward reinstating them.

The financial-services sector here is modest but regulated, covering Business Companies and Segregated Cell Companies, LLCs, mutual funds, international banks and insurers, trusts, and licensed agents. The direction of travel is toward transparency: CRS and AEOI enacted, a BEPS Inclusive Framework commitment made, bearer shares removed, and the 2024 CFATF evaluation followed by enhanced follow-up.

For a non-resident owner, registered shares (including nominee arrangements) are the working privacy tool, operating inside the retained confidentiality framework. The proposed merger of the domestic and business company statutes would tidy the regime further without affecting that position.

ConclusionCopy link to section

If you are weighing this jurisdiction for a new entity, treat bearer shares as off the table: only registered shares exist for Business Companies formed since 1 January 2019. Where you are reviewing an older structure, the practical task is confirming with the registered agent that no legacy bearer instruments remain unresolved. Privacy is still available through registered and nominee shareholdings under the 1996 confidentiality law and a registry that does not publish owner names, paired with territorial taxation on offshore income.

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

Expanship advises foreign owners on the share structure that fits a Business Company now that bearer shares are abolished, including registered and nominee arrangements that work within the confidentiality framework, and on confirming the position of any legacy entity. The same team handles the wider setup and upkeep a non-resident entity needs.

• Forming your Business Company and arranging the share structure
• Acting as registered agent and providing a registered office
• Securing your Tax Identification Number and handling tax filings
• Managing annual fees, returns, and ongoing compliance
• Keeping your accounting and bookkeeping in order
• Introducing banking options for the entity

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

Frequently Asked QuestionsCopy link to section