Anguilla IBC: Now the Business Company Under the 2022 Act

What the Business Companies Act 2022 replaced

The Business Companies Act 2022 came into force on 1 July 2022. It repealed and replaced three separate statutes: the Companies Act, the International Business Companies Act, and the Protected Cell Companies Act.

Before 2022, Anguilla ran parallel regimes — domestic companies under one Act, international companies under another, cell companies under a third. The 2022 Act consolidates all of them into a single framework. There is now one company law in Anguilla, and one company type available to international clients: the Business Company.

At the same time, the registry changed. The Commercial Online Registration Network (ACORN) was replaced in April 2022 by the Commercial Registration Electronic System (CRES), established under the Commercial Registry and Beneficial Ownership Registration System Act 2022. CRES comprises three registers: the Commercial Registry, the Beneficial Ownership Register, and the Customer Due Diligence Register.

Legal characteristics of an Anguilla Business Company

Separate legal personality

A Business Company is a legal person distinct from its members. It can hold assets, contract, sue and be sued in its own name. Liability of members is limited to amounts unpaid on their shares.

One director, one member

A Business Company requires a minimum of one director and one member. Both may be the same person. Both may be corporate entities. Neither needs to be resident in Anguilla.

No company secretary required

A secretary is optional and, if appointed, is not required to be resident in Anguilla.

No annual general meeting required

Meetings may be held anywhere, and by any means of communication permitted by the articles.

Registered agent is mandatory

Every Business Company must at all times have a registered agent licensed in Anguilla and a registered office at the agent’s address. A company cannot file with the Registrar directly.

Shares and share capital

The 2022 Act uses a modern share framework rather than the older authorised-capital model.

The articles state the maximum number of shares the company is authorised to issue. A commonly used figure is 50,000, but there is no requirement to adopt it, and the number can be changed. Shares may be issued with or without par value, in any currency, and in multiple classes with different rights defined in the articles.

Bearer shares are prohibited

Section 37 of the Business Companies Act 2022 prohibits both the issue and the transfer of bearer shares and bearer share certificates. This is worth stating plainly, because the older custodial arrangement — under which bearer shares were held by a licensed custodian who maintained a register of owners — was a well-known feature of the IBC regime, and a good deal of material still describes it as current. It no longer exists.

Registers, filings and beneficial ownership

The register of directors and register of members are maintained by the registered agent at the registered office, and copies are filed with the Registrar. Filing is not the same as publication: these filings are not open to public inspection. But the older position, under which the registers existed only at the registered office, no longer applies.

Beneficial ownership information must be collected by the registered agent and filed within 14 days of incorporation or continuation into Anguilla, and kept current thereafter. It is held in the Beneficial Ownership Register and is not publicly accessible.

A certificate of good standing or company search ordered from the Registrar does not disclose directors or members. Public-facing confidentiality remains strong. What has changed is the position of the authorities: the Registrar and the Financial Services Commission hold information they previously did not.

Confidentiality from the public is not confidentiality from tax authorities. Anguilla participates in the Common Reporting Standard and has implemented FATCA under a Model 1 intergovernmental agreement. Account information relating to reportable persons is exchanged automatically with participating jurisdictions.

Ongoing obligations of Anguilla Business Companies

A Business Company carries fewer obligations than an onshore company, but it does not carry none.

Obligation	Position
Corporate tax return	Not required
Financial statements filed publicly	Not required
Financial records	Must be maintained and kept at the registered office
Annual return	Required
Economic substance declaration	Required annually, including a nil declaration where no relevant activity is carried on
Beneficial ownership filing	Required within 14 days of incorporation, and kept current
Annual government fee	Payable through the registered agent
Audit	Not required

The economic substance declaration applies whether or not the company carries on a relevant activity. A company doing nothing but holding shares still files the declaration.

If your company was formed before 2022

If you hold a company incorporated under the International Business Companies Act, it did not cease to exist. Companies formed under the repealed statutes continue under the Business Companies Act 2022 and are now Business Companies.

Practical consequences worth checking:

Constitutional documents

Older companies were formed with a memorandum and articles of association. The 2022 Act uses articles of incorporation. Whether your existing documents needed amendment depends on the transitional provisions.

Bearer shares

If your company ever issued bearer shares, their status needs to be established.

Register filings

The obligation to file the register of directors and register of members with the Registrar applies to existing companies.

Beneficial ownership

Existing companies were brought within the Beneficial Ownership Register regime.

If your registered agent has not raised any of these with you since 2022, that is worth investigating. A company can be out of good standing without the beneficial owner knowing until a bank asks for a certificate.

Business Company or LLC?

Anguilla also offers a Limited Liability Company under the Limited Liability Company Act 2014. The two are not interchangeable.

A Business Company suits shareholders wanting a conventional corporate structure — share classes, transferable ownership, familiar governance. An LLC suits members wanting flexible internal arrangements governed by an operating agreement, and is often preferred by US persons because of its treatment under the check-the-box election.

The comparison is set out in full on our Anguilla LLC page.

When a Business Company fits

A Business Company is a reasonable structure where you need a British Overseas Territory vehicle with a modern statutory framework, non-public registers, and no local corporate tax — typically for holding shares, holding assets, or contracting with international clients.

It is not a fit where the underlying business is genuinely conducted in a jurisdiction that will treat the company as tax resident there, or where a counterparty or bank requires a jurisdiction with deeper institutional recognition. Those cases usually point to BVI or Cayman, and we say so — see our Anguilla vs BVI comparison.

To form a Business Company, see Anguilla company formation, which covers the process, documents required, timeline and fees.

Anguilla Legislation Referred to in This Article

Principal legislation

• Business Companies Act, 2022 (Act No. 2/2022) — in force 1 July 2022. Governs the incorporation, constitution, administration and dissolution of Business Companies. Repealed and replaced the Companies Act, the International Business Companies Act and the Protected Cell Companies Act. See in particular s.37 (issue and transfer of bearer shares prohibited), ss.79–85 (registered office and registered agent) and ss.86–87 (company records).
• Business Companies Regulations, 2022 — subsidiary legislation made under the Business Companies Act, 2022, prescribing forms, fees and procedural requirements.
• Commercial Registry and Beneficial Ownership Registration System Act, 2022 — establishes the Commercial Registration Electronic System (CRES), comprising the Commercial Registry, the Beneficial Ownership Register and the Customer Due Diligence Register, and imposes obligations to file and maintain beneficial ownership information.
• Limited Liability Company Act (Cap. L65), as amended by the Limited Liability Company (Amendment) Act, 2020 — governs the formation and operation of Anguilla Limited Liability Companies. Not affected by the 2022 consolidation.
• Limited Partnership Act (Cap. L70), as amended by the Limited Partnership (Amendment) Act, 2019 — governs the formation and operation of Anguilla limited partnerships.

Repealed legislation

The following were repealed and replaced by the Business Companies Act, 2022 with effect from 1 July 2022. Companies formed under them continue as Business Companies.

• International Business Companies Act (Cap. I.20) — repealed
• Companies Act (Cap. C65) — repealed
• Protected Cell Companies Act — repealed

Regulator and registry

• Anguilla Financial Services Commission — regulator of financial services business and licensor of registered agents and company managers.
• Registrar of Companies, Anguilla Commercial Registry — administers CRES and maintains the registers established under the 2022 Acts.

This article provides general information on Anguilla company law and does not constitute legal or tax advice. Requirements change, and your position depends on your circumstances and country of residence.