International Business Companies (IBCs) are regulated in accordance with the International Companies Act CAP 152 of the 2010 Continuous Revised Edition of the Laws of Grenada. As at March 31, 2020 there are seventy-four (74) IBCs registered in Grenada of which sixty (60) are in Good Standing and fourteen (14) are not. There are eight (8) Registered Agents who act as intermediaries for the incorporation / registration of IBCs.
To incorporate an IBC, the client must first have a registered agent before proceeding. A registered agent may include the following: an attorney, a chartered accountant, a trust administration company practicing or incorporated in Grenada, and must be approved by the Authority.
A proposed name has to be submitted to the Authority for the Authority’s approval. The name of the company to be incorporated should have an ending of “Limited, Ltd., Corporation, Corp., Incorporated, Inc, but should not include the names outlined in section (11)(2)(a),(b)(i)(ii)(iii),(c) of the International Companies Act. The search costs $25.00(EC)
After the name is approved a Memorandum and Articles of Association are needed. The Memorandum must include:
- The name of the company.
- The address in Grenada of the registered office of the company.
- The objects or purposes for which the company is to be incorporated.
- The currency in which shares in the company shall be issued.
- A statement of the authorized capital of the company.
- A statement of the number of classes of shares.
- A statement that the liability of members is limited,
- Bearers shares are not accepted by the Authority.
The Memorandum must be subscribed to by a registered agent in the presence of another person who must sign his/her name in the presence of another person as a witness. The Articles of Association prescribe the regulations for the company. The Articles must be subscribed to by a registered agent in the presence of another person who must sign his/her name as a witness. The Memorandum and Articles of Association must be submitted to the Authority to be registered. The cost to incorporate is $600.00 (EC).
Upon receipt of the Memorandum and the Articles of Association, the Registrar shall issue a certificate of incorporation.
The responsibilities of Registered Agents are outlined in sections 28, 39(7) and 66 of the International Companies Act Cap.152 of the Revised Laws of Grenada and are as follows:
To keep the Registers of shareholders and directors;
To keep the minutes of meeting or written resolution of directors, shareholders and committees of the same;
To keep copies of the financials maintained by the international company in respect of its business.
Registered Agents are also deemed to be financial institutions under the provisions of the Money Laundering (Prevention) Act, 199. As such registered agents are required to know and verify the identity of their clients and to maintain that information for a period of seven (7) years.
The information which the Registered Agents is required to keep in relation to international companies is as follows:
- Full name/s of the ultimate beneficial owner/s of the company
- Full name/s of the directors of the company
- Date and place of birth of all directors and shareholders
- Nationality of all shareholders and directors
- Addresses of all directors and shareholders and proof of the same eg, utility bill
- Telephone and fax numbers
- Occupations of all directors and shareholders
- Copies of passport, driver’s licence, national I.D. card or other proof of identity for all directors and shareholders.
Further, if the Registered Agent conducts financial transactions on behalf of its client, the law required that copies of all entries relating to the financial transaction be kept for the 7-year period. Please note, however, that the Registered Agent is not required to maintain records of financial transactions for clients unless the Registered Agent is conducting those transactions on behalf of clients.
Additionally, registered agents are required to report any unusual or suspicious transactions in relation to their client’s activities to the Supervisory Authority.
If you have any questions please contact GARFIN.
NOTICE TO ALL PERSONS WISHING TO BECOME REGISTERED AGENTS
TAKE NOTICE that by virtue of sections 39(3 and 4) of the International Companies act, all person who wish to act as registered agents for international companies are required to be licensed by GARFIN. The licence fee is EC$1,000.00 and there is an application fee of EC$1,000.00.
Applications should contain the following information:
- The name of the applicant;
- The address of the applicant;
- The contact numbers for the applicant;
- The paragraph of section 39 subsection (2) under which the applicant qualifies to act as registered agent;
- The applicant’s professional qualification or in the case of a corporation/firm or unincorporated association, the qualifications of the directors of partners;
- A statement of the nature of the applicant’s business;
- The names of individuals authorized to sign on behalf on any firm/unincorporated/corporate registered agent;
And must be accompanies by the following documentation:
- Firm/unincorporated association/company/individual profile
- Curriculum vitae for individual applicants, directors and partners. The C.V. should include details of nationality, date of birth and passport.
- Applicant fee of EC$1,000.00
GARFIN reserves the right to request the following additional documents:
- Police report
- Character references
- Financial references
For each individual applicant/the directors and shareholders of a corporate applicant/the partners/members of a firm or unincorporated association.
- Act No. 5 of 2014 Offshore Banking (Amend) Act
- Act No. 7 of 2013 International Companies (Amendment)
- Act No. 8 of 2014 International Companies Amendment
- Act No. 26 of 2013 International Companies (Amendment) (No. 2) Act
- Act No. 28 of 2013 Offshore Banking (Amendment) Bill
- Cap 151A - International Betting Act
- Cap 152 - International Companies Act
- Cap 217A - Offshore Banking Act