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What is an LLC?
An LLC is a hybrid between a corporation and a partnership. It is a flexible entity that allows a person the option of structuring management of the entity similar to a corporation (by adopting a manager managed form of LLC) or similar to a partnership (by adopting a member managed form of LLC). In the corporate type structure management is vested in a manager who need not be a member of the LLC; in the partnership type structure management is vested in each member of the LLC
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What are LLCs used for?
The International LLC Act of Antigua is structured so that LLCs incorporated under it will have significant asset protection and estate planning benefits. On the asset protection side, a member’s interest is shielded from seizure by charging order protection which means that if there if a personal judgment against the member that member’s interest is protected, and the only remedy a judge can order is to require the company to pay to the judgment creditor any amount that the company would have paid to the member as a distribution. In other words, when a company makes a distribution to its members, it will pay all the members other than the member against which a charging order has been issued – that member’s share of the distribution will go to the judgment creditor. In addition to the charging order protection, the legislation has very strong fraudulent conveyance and confidentiality provisions.
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What documents do I need to submit to have my LLC formed?
You need to fill out an application form and supply all the supporting documentation which include proof of identification and address. The beneficial owners of the LLC must also be disclosed to us although information regarding the identities of the owners is not listed in any public registry. The information required is mandated as part of our Know Your Customer (KYC) obligations.
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Why do you need KYC information?
We need the information and documentation to comply with our obligations under the prevention of Money Laundering Act and the Anti-Terrorism Act of Antigua and Barbuda. It is an internationally accepted standard. The information supplied will be kept in our files but will not be released to any person or authority unless required to do so by a court order. We take our obligations of confidentiality very seriously.
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How long does it take to form an LLC?
It should take approximately one week after we receive all your documents to form your LLC. Once your LLC is formed we will notify you and send your original documents back to you. We will keep copies on our files – we are required to do so by law.
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Does the LLC have to file annual financial returns with the government?
No. You are not required to file any financial information with the government although we recommend that you prepare statements for your own records.
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How much do I have to pay to keep my LLC registered in Antigua?
Generally, our annual fees are $1,500 for a standard LLC and $1,900 for a series LLC. This fee includes the cost of the government annual registration fee. However, it does not include other expenses such as courier charges. Those additional expenses will be billed as they are incurred.
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What documents or information is available in the public registry?
The information publicly available includes:
- Name of the company
- The company’s registered agent in Antigua and Barbuda
- Whether the company is member managed or manager managed
- Whether the company has a series designation
- Any other provision included in the articles of organization
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If someone wants to get information about me or my LLC what do they have to do?
They can do a company search at the Financial Services Regulatory Commission. The information at that registry will include all the information in the company’s articles of organization (listed above). If a person wants more information related to what beneficial interest a particular person owns in an LLC and other information about the LLC they will have to obtain a court order from the High Court in Antigua and Barbuda. The law mandates that we keep all information we receive confidential. We will not release any information to any person or authority without such a court order.
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If there are changes to my LLC what should I do?
You should inform us of any changes you make or want to make to your LLC. In some cases we may need to file documents with the Financial Services Regulatory Commission reflecting the changes.
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In what language do I have to submit my documents?
You should submit your documents in English. However, if your documents are not in English they have to be accompanied by a certified translation.
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What are the governing documents of the LLC?
The governing documents of the LLC incorporated under the Antigua LLC Act are its Articles of Organization and its Operating Agreement. The Articles of Organization are filed with the Financial Services Regulatory Commission in Antigua and are available for public inspection. The Operating Agreement is a private document, we keep a copy for our files but they are not filed in any public registry.
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Can I have my professional draft the LLC operating Agreement?
Absolutely, in fact our services assume that you have a professional working with you. However, we ask that you send us a copy for our files.
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Can my LLC do business in Antigua?
Yes, however the LLC will have to pay taxes in relation to any business it conducts in Antigua.
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Can my LLC buy land in Antigua?
Yes, but it will have to obtain a license to hold land in Antigua and it will have to pay any taxes on income or transactions relating to the land in Antigua.
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Will my LLC have to pay taxes in Antigua?
An LLC is only liable to pay taxes in relation to its activities in Antigua.
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Can my LLC do business or buy lands in other jurisdictions?
That will depend on the laws of the other jurisdiction. There is no restriction in the LLC legislation from purchasing land or property in other jurisdictions.
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Do I have to prepare annual financial statements for the LLC?
No, you do not have to prepare financial statements for the LLC in Antigua, but you may have to do so in your home jurisdiction. Please also note that if there are changes to the LLC’s articles or organization, the FSRC may have to be informed of those changes (depending on what they are) and documents may have to be filed detailing those changes.
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Do I have to come to Antigua to form the LLC?
No. Everything can be done remotely. You will have to get some documents notarized, but you may do this locally in your home jurisdiction.
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Do I have to open a bank account in Antigua for the LLC?
No, you may open a bank account anywhere.
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I have an LLC in another jurisdiction; can I move it to Antigua?
Yes, there is provision in the LLC Act to enable an LLC to move to Antigua from another jurisdiction.
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I have an LLC in Antigua; can I move it to another jurisdiction?
Yes, there is provision in the LLC Act which enables an Antiguan registered LLC to move to another jurisdiction. However, there are a number of conditions that have to be satisfied first.
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Does my LLC have to have a physical presence in Antigua?
No, your LLC does not have to have a physical presence in Antigua. However, at all times it must have a registered agent and registered office in Antigua. WMS acts as registered agent and registered office of your LLC.
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Do I have to pay taxes in my home country?
Although an LLC will not incur any taxes in Antigua (unless the LLC conducts activities there), you may have to pay taxes in your home country. You have to consult with your local tax advisor to resolve this issue. If you reside in the US there are compliance documentation that have to be filed regardles of whether taxes are due or not.
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Does an Antiguan LLC operate different from a domestic LLC?
There is no significant difference in the way the Antiguan LLC operates and the way any domestic LLC operates. Having an Antiguan LLC is like having an LLC in a different state from where a person lives – for example an Arizona resident having a Delaware LLC. The real difference comes in the manner in which the Antiguan law protects the LLC and its members and managers offering them asset protection, confidentiality, and an ideal vehicle through which to operate a business.
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What language do they speak in Antigua?
English.
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What currency do they use in Antigua?
The Eastern Caribbean dollars (EC$). However, the US currency is widely accepted and the FSRC only accepts US currency. US1.00 is equal to ES$2.70 - this is a fixed rate.
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Do they pay income taxes in Antigua?
Yes, currently there is an income tax in Antigua. However, this is being revisited.
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Why choose Antigua?
In recent years Antigua has taken bold moves in the offshore sector. They recently introduced the International LLC Act as well as an International Trust and International Foundation Act. The legislation is considered as impressive as legislation in jurisdictions such as the Cook Islands and Nevis.
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What work is included in the WMS fees?
Because all we do is incorporate LLCs we are very efficient at it and offer very competitive prices. Our formation services include the government registration fees, providing the registered agent/registered office of the LLC and basic administration services such as the drafting of LLC consents and resolutions.
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How long does it take WMS to process documents?
It takes approximately two days after receipt of the documents to process them provided all the information we require is included in the package you send to us. We will not proceed to process any documents until we are paid in full for our services. Thereafter we will file it with the FSRC, and depending on volume, the FSRC should complete the formation process within 7 to 10 days.
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If I have a complaint about the services offered by WMS what do I do?
We are a very professional organization and we do not anticipate that there will be any complaints from our customers. However, if you do have a complaint we ask that you inform us and we will try to resolve the issue. If we cannot resolve the issue, you have the option of filing a complaint with the FSRC. This route is a quick method of getting an issue resolved without going through the courts. You also have the option of filing a claim in court if none of the methods above are successful.
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Does WMS have to be the manager of the LLC?
No. You may appoint any person to be the manager of your LLC. Our fees include basic administration work; this will assist the manager of the LLC to perform its services effectively.
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Does WMS provide investment advice or investment management services?
No, we do not. We are not investment or financial advisors. If your LLC is interested in doing investments then it will have to employ a competent investment or financial advisor.
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Does WMS provide legal advice?
Although attorneys make up part of the WMS management team, WMS does not provide legal advice. The reason is that the primary function of WMS is to facilitate the formation and administration of LLC for persons in other jurisdictions. While we are familiar with the laws in Antigua, we may not be familiar with the laws in the country where the beneficial owners of the LLC reside, and would not be able to advise the beneficial owners about the suitability of an LLC to address their specific circumstances. However, we may be able to recommend an advisor. If the matter is related to Antiguan law, then Clarke & Clarke may provide legal services in that regard, or we may recommend other counsel.
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