Wealth Management Services Ltd.- Antigua & Barbuda Managment

“articles of organisation” means the initial articles of organisation as amended or restated from time to time;
“assignee” means a person who acquires in any manner the ownership of an interest in a limited liability company but who has not been admitted as a member;
" beneficial owner” means a person who enjoys all the rights and benefits associated with the ownership of property or an interest in property but who may not necessarily be registered or listed as the legal owner of the property or interest;
“capital account” means an account that a company keeps for each member, that consists of the difference between
- (a) the fair market value of the member’s original capital contribution, any additional capital contribution and the member’s share of company’s profits; and
- (b) any distribution to the member of cash or other property, and the member’s share of company losses;
“capital contribution” means any valuable consideration transferred to a limited liability company as consideration for issuing an interest in it;
“Commission” means the Financial Services Regulatory Commission;
“court” means a court of law or equity having jurisdiction in any country;
“distribution” means a transfer of money, property or other benefit from a limited liability company calculated and transferred in respect of an interest in that company
- (a) to, or for the benefit of a member in the capacity as a member , or
- (b) to, or for the benefit of, an assignee of the member’s interest in the company;
“entity” means a body corporate or unincorporated, whether foreign or domestic;
“event of duress” means the occurrence of any of the following:
- (a) war or civil disturbance that directly or indirectly endangers or may endanger the safety of any money, investments, or property that may be included in or form part of company property;
- (b) political action anywhere in the world which directly or indirectly will or may endanger the safety of any money, investments, or property that may be included in or form a part of the company property, regardless of whether
  - (i)instigated by any government, political organisation, or individual, or
  - (ii)constitutionally defensible;
- (c) the enactment anywhere in the world of any law or measure that directly or indirectly will or may expropriate, sequestrate, or in any way control or prevent the free disposal by the company of any of the company’s money, investments, or property;
- (d) action or threat of action anywhere in the world by any government, or official purporting to act on the instructions and with authority of a government, which directly or indirectly will or may expropriate, sequestrate, or in any way control or prevent the free disposal by the company of any of the company’s money, investments, or property;
- (e) a claim or court order, or a threat of a court order that directly or indirectly will or may expropriate, sequestrate or in any way control or prevent the free disposal by the company of any of the company’s money, investments or property;
- (f) litigation or a threat of litigation anywhere in the world that directly or indirectly may result in a court order that directly or indirectly will or may
  - (i) expropriate, sequestrate, or in any way control or prevent the free disposal by the company of any of the company’s money, investments, or property; or
  - (ii) violate this Act
“foreign limited liability company” means a limited liability company formed or continued under the laws of a jurisdiction other than Antigua and Barbuda for any lawful purpose that is characterized as a limited liability company by those laws;
“High Court” means the High Court having jurisdiction in Antigua and Barbuda;
“initial articles of organisation” means the articles of organisation filed with the Commission at the time a limited liability company is formed, including articles of organisation that are corrected to conform to the filing provisions of this Act;
“insolvency” means the filing of a petition in bankruptcy in a court having subject matter jurisdiction over the petition and personal jurisdiction over the debtor;
“interest”, with respect to a member of a limited liability company, means a member’s, ownership or other equity share, or a member’s share of the profits and losses of the company and the right to receive distributions;
“judgment creditor” means a creditor of a member of a limited liability company who has obtained a judgment against the member from the High Court;
“licensee” means a company authorised to conduct corporate management services under The Corporate Management and Trust Services Providers Act;
“limited liability company” or “LLC” means an unincorporated entity or association to which this Act applies, other than a trust or partnership that has limited liability for the debts of the entity;
“manager”, with respect to a limited liability company, means
- (a) a person whether or not a member, authorised in the operating agreement or articles of organisation to manage the limited liability company, either to perform management duties generally or to perform certain management duties as specified in the operating agreement;
- (b) each of the members of the company, to the extent management duties are assigned to the members in the operating agreement;
“member” means
- (a) person who is admitted as a member of a limited liability company pursuant to this Act, until an event of withdrawal occurs with respect to the person; and
- (b) in the case of a foreign limited liability company, a member admitted in accordance with the laws of the foreign jurisdiction under which the limited liability company is organised;
“Minister” means the Minister of Finance;
“operating agreement” means
- (a) the written agreement among all members concerning the affairs of a limited liability company or the conduct of its business;
- (b) in the case of a limited liability company that has a single member, any written statement of the member in good faith purporting to govern the affairs of a limited liability company or the conduct of its business;
“person” means an individual or incorporated association;
“registered agent” with respect to a limited liability company, means a licensee that provides services to the company;
“registered mail” means any form of mail that enables a person to track the mail or be issued a receipt on delivery but it does not include electronic mail;
“succession committee” means a committee of one or more members of the limited liability company, appointed by the manager pursuant to Part VI;
“transfer” with respect to a member’s interest in a limited liability company, means voluntary transfer and does not involuntary transfer, transfer by inheritance other than by specific bequest, or transfer by operation of law.

3. Application
This Act applies to limited liability companies formed under, subject to or continued under this Act.

4. Form and filing of documents

(1) Subject to the laws of Antigua and Barbuda, a document that must be filed with the Commission under this Act must comply with this section.
(2) A document must be
- (a) in English, except that the company name may be in another language if written in English letters or characters; or
- (b) accompanied by an English translation, if the document is not in English.
(3) A document must be signed by the registered agent or a manager duly authorised by the limited liability company to sign it on behalf of the limited liability company, or by another person to whom that authority has been duly delegated by the manager in whom the authority resides.
(4) When this Act requires a document to be acknowledged,
- (a) the person signing it shall acknowledge that it is that person’s act and deed or that it is the company’s act and deed, as the case may be; and
- (b) the document shall be acknowledged before a notary public, commissioner for oaths or other person authorised to take acknowledgements, who shall attest that he or she knows the person making the acknowledgment to be the person who executed the document.
(5) When this Act requires a document to be filed with the Commission,
- (a) an original and a duplicate copy of the signed document together with the appropriate fee shall be delivered to the Commission;
- (b) upon delivery, together with the required fees, the Commission shall certify that the instrument has been filed in its office by endorsing the word “Filed” and affixing the date on the original document;
- (c) the Commission shall ensure that the document conforms to this Act and shall compare the duplicate copy with the original signed and acknowledged document, and if it finds that the text is identical shall affix on the duplicate copy the same endorsement of filing as affixed on the original;
- (d) the Commission shall retain the signed original in its files and return the duplicate copy to the Registered Agent;
- (e) the endorsement constitutes a certificate from the Commission that the document is a true copy of the document filed and that it was filed as of the date stated in the endorsement;
- (f) any document filed in accordance with this subsection shall be effective as of its filing date; and
- (g) no person is affected by or is presumed to have notice or knowledge of the contents of a document concerning a limited liability company by reason only that the document has been filed with the Commission and is available for inspection at an office of the limited liability company.
(6) If the Commission is unable to make a determination that a document conforms to this Act at the time it is delivered for filing, the document is deemed to have been filed at the time of delivery if the Commission subsequently determines that
- (a) the document as delivered conforms to this Act; or
- (b) within twenty days after the Commission gives notification of nonconformity to the person who delivered the document for filing, the documents are brought into conformity.
(7) If the document is not brought into conformity within the twenty days, it shall be deemed filed on the date of conformity without regard to when it was delivered for filing, and shall be so endorsed by the Commission.
(8) A document may specify a delayed effective time or date and is effective at that specified time and date. If the document specifies a delayed effective date but does not specify the time , the document is effective on the specified date at 12:01 a.m. A delayed effective date for a document may not be later than the ninetieth day after the date the document is delivered to the Commission for filing.
(9) A limited liability company may correct a document filed with the Commission under this Act with respect to an error apparent on its face or defect in its execution by filing with the Commission a certificate of correction, executed and acknowledged in the manner required for the original document. The certificate of correction shall specify the error or defect to be corrected and shall set forth the portion of the instrument in correct form. The corrected instrument when filed shall be effective as of the date the original instrument was filed.

5. Certificates or certified copies as evidence
All certificates issued by the Commission in accordance with this Act and all copies of documents filed in its office in accordance with this Act shall, when certified, be taken and received in all courts, public offices and official bodies within Antigua and Barbuda as prima facie evidence of the facts stated in them and of their execution.

6. Annual registration fee
Every limited liability company shall pay to the Commission an annual fee and any other fees prescribed in the regulations.

7. Notice to members
Any notice or information required to be given to members shall be provided in the manner designated in the company’s operating agreement or, if the notice can no longer be provided as required by the agreement, the notice shall be published in a publication of general circulation in Antigua and Barbuda and in the location of the office of its registered agent. A member may waive a notice or information required to be given to members by delivering a written waiver of notice to the manager.

8. Records and members’ inspection rights

(1) A limited liability company shall keep at the office of its registered agent, or at another place to which the registered agent has access:
- (a) a current list of the full name and last known business, residence or mailing address of each member and manager;
- (b) a copy of the initial articles of organisation and all amendments;
- (c) a historical and a current copy of its operating agreement and all amendments;
- (d) a copy of any agreements relating to capital contributions;
- (e) a copy of membership certificates issued;
- (f) an impression of any limited liability company seal; and
- (g) any other documents required by regulations to be kept by the registered agent.
(2) Each member and manager of a limited liability company has the right, subject to reasonable standards specified in the operating agreement or otherwise established by the manager, or if there is no manager, by the members, to
- (a) inspect and copy the limited liability company records required to be maintained by this section; and
- (b) inspect and copy other information regarding the affairs of the limited liability company for any purpose reasonably related to the member’s interest.

9. Purposes
A limited liability company may be organised under this Act for any lawful business or other purpose, including, without limitation, the rendering of professional services by or through its members, managers, officers or agents, subject to any licensing or registration requirements applicable in any jurisdiction in which the services are rendered or in which the persons are licensed or registered.

10. General powers
Subject to this Act and any other law of Antigua and Barbuda, its articles of organisation and its operating agreement, every limited liability company shall have the same powers as a natural person to do all things necessary or convenient in furtherance of its purposes irrespective of company benefit and whether or not enumerated in its articles of organisation.

11. Disputes

(1) Any disputes between or among parties to an operating agreement or between or among the members and managers of a limited liability company to which this Act applies shall be resolved by the High Court and any appellate court having jurisdiction over Antigua and Barbuda.
(2) Subject to this Act, a court shall resolve any dispute between the members or managers or the limited liability company and a third person or persons.

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