SVG The St Vincent Business Company, or SVG BC, is what many still search for as a St Vincent IBC. We advise on how yours should be set up and guide its incorporation in St Vincent and the Grenadines from start to finish, first year included.
Requirements
Each of these is settled before your SVG BC is incorporated. Three are included with us, one is optional, and six are decisions we go through with you before anything is drafted.
One director is enough and there is no maximum. Directors may live anywhere and a company may serve as one. The first board is appointed by the registered agent within twenty-eight days of incorporation, and the names are then filed with the authorities in St Vincent.
The people who ultimately own or control the company are identified to the registered agent before the incorporation is filed, looked through every holding company until a person is reached. St Vincent sets the test by ownership or control rather than by a percentage, so nobody is below the line.
A St Vincent Business Company is not asked for a company secretary or for any other officer. The directors may appoint a president, a treasurer or a managing director by resolution when a counterparty expects a title, and a director may hold the office as well.
St Vincent sets no minimum capital and no minimum paid up amount, and an authorised capital figure is optional rather than required. Shares may be issued in more than one currency, with or without par value, in one class or several.
Every Business Company must have a registered agent in the country at all times, and the agent is its channel to the authorities. The agent keeps the registers the law requires and holds the records. It comes with every package.
An address in the country is needed, named in the articles. It may be the office of the registered agent, so it comes with the agent and you lease nothing. Meetings may be held anywhere in the world, and the agent is told where the records are kept.
A limited company ends in Limited, Ltd, Corporation, Corp, Incorporated, Inc, S.A., Sdn Bhd, SARL, B.V., GmbH, N.V. or S.p.A., and an unlimited one ends in Unlimited or Unltd. We check availability and hold the name before anything is filed.
St Vincent splits the constitution in two. The articles are filed and say which of the seven forms applies, where it sits, what shares it may issue and that it cannot issue shares to bearer. The by-laws stay inside the company and govern how it runs.
Since 2019 a Business Company sits inside the St Vincent tax system rather than outside it, so it takes a Tax Identification Number from the Inland Revenue Department when it is formed. The number is what the yearly return is filed under, whether or not any tax is due.
KYC
Everything needed from your side is organised with the help of our team, who check each item as it comes in so the whole process runs smoothly and without repeat requests.
See the full checklistEntity Subtypes
Most owners settle on the first form and rarely need to look further. The other six serve narrower purposes, from segregated cells to a form that ends on a chosen date. Select a form to see what it is for, or ask our experts which one your plan calls for before the articles are drafted.
Liability limited
The form nearly every St Vincent BC takes. Members hold shares, the company answers for its own debts, and a member is never asked for more than what is still owed on the shares.
Liability limited
Two kinds of member side by side. Guarantee members sign an undertaking in the articles naming the sum they will contribute if the company is wound up, and shareholders put in capital.
Liability limited
There is no share capital at all. Each member undertakes in the articles to contribute a named sum on a winding up, and that undertaking is the whole of what can be asked for.
Liability unlimited
Shares are issued, but nothing caps what the members can be called on for. Some home tax systems look straight through this form, which is usually the reason it is chosen.
Liability unlimited
No share capital and no shield. There is membership and nothing else, and the members answer for whatever the company owes.
Elected in the articles, on top of a form above
One company divided into cells. Each cell keeps its own assets and its own liabilities, and a creditor of one cell cannot reach into another cell or into the general assets.
Elected in the articles, on top of a form above
The standard form with an end date written into it. The articles fix a life of no more than thirty years, and the name has to carry the ending that says so.
Not sure which kind fits? Tell us your plan and we will name the form before the articles are drafted.
Activities and Usage
Holding, trade, services, property, even business with residents: an SVG BC stretches further than most international companies in the region. Select the activity closest to yours, and our expertise covers what comes next.
Open from the day of incorporation. Nothing to apply for first.
Extra steps come first, here or in the market you serve. Our experts will tell you which before you commit.
Off limits, whatever the business goes on to do.
Both markets
Almost every international company in the region is shut out of the country that formed it, so an owner who wants a local contract as well as a foreign one has to set up again to take it, with a second agent, a second fee and a second set of books. St Vincent lifted that bar in 2019.
Profit earned abroad is not taxed in St Vincent, whatever the size of it.
Income sourced in St Vincent is charged here, and it goes on the annual return filed either way.
A company formed for export work can take a local contract without being re-formed, and the return carries both.
Trading
A trader is running purchases and sales through the same operating company, so a supplier can read the margin off a customer invoice and every counterparty inherits one country's contract terms. Moving the paperwork to a separate one breaks that link.
The supplier contracts with the St Vincent company, and title passes to it where the goods are sitting.
Customers are invoiced in its name and pay into its own account, with nothing standing in the way of moving the money.
They ship from supplier to customer directly, and only the contracts and the payments run through here.
Joint venture
Two houses have agreed the commercial terms and stalled on where the venture lives. Each has read the other's company law and does not want to be the minority inside it, and neither wants a dispute decided by a court the other side knows better. A third country settles both questions at once.
Both partners subscribe to one St Vincent company, so neither has to accept the other's home law as the venue.
Board seats, reserved matters and deadlock are written into the by-laws instead of a side letter alone.
Disputes run under English common law, with the final appeal to the Judicial Committee of the Privy Council.
Cells
A manager running three ventures inside one company has one pot of assets that every creditor can reach, and forming three companies means three agents, three fee dates and three sets of filings in a place that already asks for four a year. Cells build the walls inside instead.
Assets are subscribed into a named cell, and cell shares are issued in respect of that cell, not the company.
What one cell owes is met from that cell's assets. The other cells and the general assets are out of reach.
Selling one cell's shares leaves every other cell untouched, and no asset has to move at all.
Vessel ownership
A yacht is not one asset. It is a flag, a management agreement, a crew payroll and a hull policy, all written against whoever owns it. Sell the vessel itself and every one of those has to be unpicked and rebuilt for the buyer.
It holds the yacht and nothing else, and the vessel is entered on the St Vincent flag in its name.
Berthing, insurance and the management agreement are all signed by the owner of record, never by the people behind it.
Ownership changes at the share register, so the crew stay on their contracts and the cover is never re-underwritten.
Look-through vehicle
A member whose own tax system treats a foreign company as opaque is charged twice on the same profit: once when it is earned and again when it is paid out. St Vincent is one of the few places in the region still offering an unlimited form, and some systems read the profit as the members' own from the start.
Shares are issued, but nothing caps what a member can be called on for, and the name has to say so.
Where a home system looks through, the income is charged to the members directly rather than at two levels.
It is written in at incorporation, and anyone wanting the shield instead takes one of the limited forms.
All-in-one pricing for a St Vincent BC: two packages, each with the government fee and the first year built in, every item written out, and no hidden charges anywhere.
Enterprise
For structures the two packages above were not drawn for. Segregated cells, a fixed life, layered holding arrangements or a group formed in several countries at once, designed and implemented by a dedicated project manager.
After Year 1
Your first year is covered by the package above. From year two, one fee a year carries the government fee, your registered agent and office, that year's tax return, accounts and Economic Substance filing, custody of your records, and reminders before each date.
Pros and cons
Before you register a St Vincent BC, see what it does well and what it asks of you every year, set out side by side with nothing hidden. Our experts will tell you plainly which side counts more for your plan.
In its favour
St Vincent charges what is earned in St Vincent. Profits made in the markets you actually trade in are untouched here.
Either may be a person or a company, resident in any country. No local director, no company secretary, no staffed office.
A public search of the register returns a name, a number, a status and an agent. Directors, members and owners are not on it.
No minimum to subscribe, more than one currency at a time, several classes, and shares issued with or without par value.
Limited by shares, two guarantee forms, two unlimited forms, plus cells and a fixed life, each of them chosen in the articles.
To weigh against
A tax number is issued at formation and a return goes to the Inland Revenue Department, even in a year with nothing owed.
Financial statements, or a declaration of solvency signed by the board, reach the authorities within five months of year end.
St Vincent has no double tax agreements to lean on, so tax withheld at source on foreign income cannot be reduced by one.
The government fee falls at the start of every January, and the agent, the office and each yearly filing fall due beside it.
Controlled foreign company rules where you live can charge its profits to you before a dividend is ever paid.
The same form under other flags
Compliance
Fourteen duties, four of them on hard dates, begin on the day of incorporation. Our team carries thirteen of them within your annual engagement, and the fourteenth comes to you with plenty of notice.
Registered agent
A registered agent in the country, from formation to dissolution.
Registered office
An address in St Vincent, named in the articles and provided by the agent rather than leased by you.
Statutory registers
Articles, by-laws, members, directors and charges, with a copy of everything filed in the last ten years.
Minutes and resolutions
Every meeting minuted and every written resolution copied, then held for ten years.
Accounting records
Records and the invoices, receipts and contracts behind them, with the agent told where they sit.
Annual government fee
One fee a year, due at the start of January whatever the month of incorporation.
Annual tax return
A return for the year, filed whether or not anything taxable was earned in St Vincent.
Accounts or a solvency declaration
Full statements if the company is large by revenue or by assets, and a signed solvency declaration if it is not.
Economic substance return
Due only where one of the nine activities the rules name is carried on.
Register of Directors
Appointments, departures and any change to a director’s name or address, resolved and then filed.
Register of Members
Transfers, allotments and cancellations written up, with the instrument behind each movement.
Beneficial ownership
Kept current with the agent, including a change reached through a company higher up the chain.
Amendments to the articles
A change to the articles or the by-laws is passed by resolution, then lodged as articles of amendment.
Name, agent and office changes
All three are made by amending the articles, so they take effect when the amendment is registered.
How it runs
Four yearly dates, and none of them are yours to remember
Your year end sets three of them and the calendar sets the fourth. We hold all four from incorporation, prepare each filing in turn, and come to you in good time for the figures only you can give us.
Thirteen of them sit with us, from incorporation to the day you close it. Four of those fall due every year, on dates your own financial year sets. The only thing we need from you is an answer when we ask for one.
2 to 5
Business days
From the day your checks clear to the day of incorporation.
1 + 1
Shareholder and director
Any nationality, resident anywhere, and they may be the same person.
US$1,049
Packages from
Quoted in full upfront. The government fee is part of the price, not on top.
You do not have a company yet
SVG BC formation handled from wherever you are. We run the checks, hold the name, draft the articles and by-laws, take out the tax number and hand you the register pack.
You already have a St Vincent company
Change the registered agent on a company you already own. The move is purely administrative, and the name, registration number and filing record go on unaltered.
Neither of those yet?
Your own tax position, how the yearly filings would land on your year end, or whether another St Vincent form suits you better. Answered in writing within one business day, at no charge.
Talk to a specialistFAQ
What owners ask before they incorporate with us, then what they ask once the business is running. If yours is not here, our specialists will answer it in writing.
No. Nothing in an SVG Business Company incorporation has to be signed in Kingstown, and no director, shareholder or owner has to live there. Your passport, address proof and source of funds are reviewed at a distance, the articles and by-laws are drafted and lodged for you, and the registered agent and office come with the package. The corporate kit then reaches you anywhere in the world by express courier.
Everything a St Vincent BC needs to exist and to run for its first year. Basic at US$1,049 covers the government fee, the name checks, the articles of incorporation and by-laws, the registered agent and registered office for year one, the registers of directors, members and beneficial owners, the tax number and your digital Certificate of Incorporation. Premium at US$1,999 adds the company seal, the paper original and the attested set banks tend to ask for. The government fee is flat, so your share capital does not move the price.
Yes. Every package includes support in opening a multi-currency business account with Airwallex, subject to the provider's own checks. For a traditional bank, we advise on which ones already bank companies of this kind, prepare the corporate papers the bank asks for, and help you answer the questions a bank puts to a company owned from abroad. The decision on the account rests with the bank, and we say so before you start.
An answer when we ask, and not much more. Fourteen duties follow it, and thirteen of them sit with us under the annual engagement at US$949 a year from year two. That covers the government fee on 1 January, the tax return three months after your year end, the accounts or solvency declaration two months after that, any economic substance return, and every change to directors, members or articles. Your part is to keep the accounting records and send us the figures behind the return.
Both. Moving it to us means changing its registered agent, a one-time US$350, after which the annual engagement runs at US$949 a year. A change of agent leaves the name, the registration number and the filing record where they were. When the BC has done what it was formed for, we advise on winding it up in good order, with the filings brought up to date first, and manage the steps on your behalf under a separate quote.
No. St Vincent law allows only a registered agent in the country to lodge the incorporation of a Business Company, so the route always runs through one. What we add is the part that saves time and mistakes: advice on whether a BC and which of its seven forms fit your plan, drafting of the articles and by-laws, management of the whole process on your behalf, and a team that holds the four yearly dates afterwards.
One director and one shareholder, who may be the same person, living anywhere and of any nationality. There is no maximum for either. The first board is appointed by the registered agent within twenty-eight days of incorporation and the names go to the authorities in St Vincent, but a public search returns only the name, number, status and agent. The register of members is kept at the agent's office and never reaches a public file.
Yes. A company may sit on the board of a St Vincent BC and hold its shares, which is how a parent or a trust structure sits above it. Behind any corporate holder the people who ultimately own or control the BC are still identified to the registered agent before incorporation, traced through every layer until a person is reached. St Vincent sets that test by ownership or control rather than by a percentage, so nobody falls below a line.
More than most places offer. St Vincent sets no minimum capital and no minimum paid up amount, and stating an authorised capital at all is optional. Shares may be issued in more than one currency at the same time, with or without par value, in one class or several. Bearer shares are not allowed, and the articles say so. The government fee is flat whatever the capital, and there are seven forms to choose from, including segregated cells and a fixed life of up to thirty years.
Neither. It is not asked for a secretary or any other officer, and the board may appoint a president, a treasurer or a managing director by resolution only when a counterparty expects the title. Its articles must name a registered office, and that may be the registered agent's office, so you lease nothing and staff nothing on the islands. Both are included in every package, and meetings may be held anywhere.
The SVG IBC of older guides is this same company under its pre-2019 name, and tax is the part that changed. Since 2019 a Business Company sits inside the system: it takes a tax number when it is formed and files a return with the Inland Revenue Department three months after its year end, whether or not anything is owed. St Vincent charges what is earned in St Vincent, so profits from trading abroad are untouched here. Accounts or a solvency declaration follow within five months of the balance date, and a substance return applies only where one of nine named activities is carried on.
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Share what you have in mind and our St Vincent experts will say whether establishing a St Vincent BC is the right fit, what it will cost and what comes next. Asking is free.
Articles picked for what owners ask most after they form a St Vincent BC, from the yearly return to the January fee.
