KNOWLEDGE BASE

KEY CORPORATE FEATURES

GENERAL INFORMATION

Barbados Island has an area of 431 sq km (166 square miles) and is located in the Caribbean northeast of Venezuela. The island is 2.5 times the size of Washington DC being 23 kilometres (14 miles) at its widest point and 34 kilometers (21 miles) long.

Population

The population of Barbados is approximately 285,000.

Political Structure

The Island was uninhabited and was first settled by the British in 1627. The gradual introduction of social and political reforms in the 1940s and 1950s led to complete independence from the UK on 30th November 1966. An independent sovereign state within the Commonwealth Barbados has its capital at Bridgetown. Barbados has the third oldest working parliament in the world with 358 years of an uninterrupted parliamentary system of government.

Infrastructure and Economy

Barbados has excellent communications. Its geographical location has left it well placed to be a focal point for air and sea travel between the eastern and western hemispheres. Historically the economy has been dependent on sugarcane cultivation and related activities, but production in recent years has diversified into light industry and tourism. The development of the international business and financial services sector which began around 1977 contributes significantly to foreign exchange earnings. Barbados now offers facilities for international business companies, international banking, exempt insurance and management companies, ship registration and societies with restricted liability. Barbados is a member of Caricom, the Caribbean common market.

Language

The official and spoken language is English.

Currency

Barbados Dollar has a fixed exchange rate of 2 "Bds" dollars to each US Dollar.

Exchange Control

IBCs are exempted from exchange control regulations and books and records can be maintained in any currency.

Type of Law

The Barbados legal system is based on English Common Law; no review of legislative acts. Courts exist on the English model with the final appeal being to the Privy Council in London.

Principal Corporate Legislation

International Business Companies Act (IBC Act) 1991.

Companies Act Cap 308 (amended 2007-17)

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BARBADOS COMPANY INFORMATION

Type of company for international Trade and Investment

International Business Company (IBC).

Procedure to Incorporate

The Registered Agent prepares the articles of Incorporation and by-laws to establish the IBC. An application must be made for an international business company licence to the Barbados Ministry of Finance as soon as possible after the incorporation of the company. If the IBC wishes to take advantage of the Canadian exempt surplus rules an independent Barbados resident, who must be a professional person of good standing, will be appointed as an independent director.

Restrictions on Trading

An IBC cannot trade within Barbados or own real estate. Local or Caricom resident shareholding must be restricted to 10% or less and any trade in selling of services, that originate in Barbados, must be for non Caricom residents. Manufactured products must be exclusively for export outside the Caricom Region.

Powers of Company

An International Business Company has all the powers of a natural person.

Language of Legislation and Corporate Documents

The legislation and corporate documents are in English.

Shelf Companies Available

No.

Time to Incorporate

2 working days but a further 10 - 25 working days is required by the Registrar for the production and release of the Certificate of Incorporation, certified copy of the By-laws and to apply for an international business licence at the Barbados Ministry of Finance.

Name Restrictions

An existing name registered in Barbados or well known brand name or trade name, see below.

Language of Name

Should a foreign language name be used a certified translation of the name will be required however Chinese characters or similarly will not be permitted.

Registered Office Required

Yes a registered office must be maintained in Barbados as well as maintain copies of all company records.

Names Requiring Consent or a Licence

Known trade names or brand names unless it is authorised by the holder of that name.

Suffixes to Denote Limited Liability

Limited, Incorporated and Corporation or Ltd, Corp and Inc. The Barbados LLC is known as an SRL, Society with Restricted Liability.

Disclosure of Beneficial Ownership to Authorities

No. This information is required as part of the Business Licence application but the information is not available to the general public.

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BARBADOS COMPLIANCE

Authorised and Issued Share Capital

The authorised share capital is anywhere between 1 and unlimited, however, the usual authorised share capital is $ 1,000; divided in to 1,000 shares of US$ 1. The share capital may be expressed in any currency but once specified it must remain the currency used in all transactions and reporting.

Classes of Shares Permitted

Any class of shares may be issued as long as they are of no par value. Bearer shares are not permitted.

Taxation

International Business Companies (IBCs) benefit from significantly reduced tax rates which can be as low as 1% of profits in excess of BDS$30 million. IBCs may also take credits for foreign taxes paid, provided the credit does not reduce the Barbados tax rate to less than one percent. Interest, rent, management fees or royalties paid by an IBC to another IBC, or person not resident in Barbados are also exempt from withholding tax. No tax or duty is levied upon the transfer of shares of an IBC, by a non-resident person or other IBC, to another non-resident person or IBC. Duty free importation of plant and equipment for business purposes is also allowed for IBCs.

Double Taxation Agreements

The exemptions of withholding tax for dividends makes Barbados IBCs particularly attractive to Canadians, as the dividends an "active" IBC pays its Canadian parent company, are also not taxed in Canada as they form part of the parent's exempt surplus. Under Canadian law, the exempt surplus is the active business income of a foreign affiliate carried on in a listed country such as Barbados. Barbados has traditionally pursued the attraction of foreign investment and has set about the establishment and expansion of it's treaty network through the conclusion of the Bilateral Investment Treaties and Double Taxation Agreements. Barbados has entered into tax agreements with the following countries: Canada, Caricom, China, Cuba, Finland, Malta, Norway, Sweden, Switzerland, United Kingdom, United States and Venezuela.

Licence Fee

Companies with an authorised share capital of $1,000 pay the sum of $425 per year. This fee runs from 1st January to 31st December each year and must be renewed by 31st December in order to remain in good standing, failure to renew by the given date will result in a penalty of US$250 being imposed and the validity of the licence may be revoked by the authorities.

Financial Statements Required

Basic financial statements are required in order to support the tax return. Audited financial statements, where required, must be filed with the Ministry of Finance. The audit requirment is automatic where the most recent  financial statements show the Gross Revenue or its Assets:

  • Exceed BDS$1m (approximately US$500,000) prior to January 1st 2011
  • Exceed BDS$2m (approximately US$1,000,000) prior to January 1st 2011 to December 31st 2013 or
  • Exceed BDS$4m (approximately US$2,000,000) for any period from 1st January 2014

All such audit reports should be signed by a professional member of the Institute of Chartered Accountants of Barbados.

Directors

The minimum number of directors is one. Directors may be natural persons or bodies corporate. If corporate they may only be of a Registered Barbados company. If a natural person then they may be of any nationality but if the IBC is to take advantage of the Canadian exempt surplus rules an independent Barbados resident, who must be a professional person and of good standing, must be appointed as an independent director.

Company Secretary

Yes, local secretary required in order to assist with filing of statutory documents and Annual General Meeting by Consent Action which meet the requirement of Barbados Law.

Shareholders

Minimum number of shareholders is one.

International Business Companies pay corporation tax as follows:
Taxable Profits in US Dollars Rate of Tax, %
Under $5000,000 2.5
$5 million to $10 million 2.0
$10 million to $15 million 1.5
Over $15 million 1.0

The Minister may agree a different rate at his discretion, but it may not be less than 1%. Foreign tax credits are deductible, but only in so far as the tax paid stays above 1%.

The service of the following Local professionals can be provided: Director, Auditor, Secretary and Accountant

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HOW TO PROCEED

A bespoke 'offshore' solution can be complex and requires careful planning and execution. We therefore encourage our clients to contact us directly, without obligation, for a Free Initial Consultation.

Our experienced consultants will gladly assist with advice on how to approach your particular challenge.

To make contact with a consultant at one of our offices who speaks your language, click here for a full list of our office contact details.


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