Limited Liability Company
Limited Liability Companies in Saint Vincent and The Grenadines are hybrid entities with separate legal personality and limited liability of its members but with greater structure flexibility than a corporation.
There may be incorporated as a single-member LLCs, and there are no company structure requirements for its management, nor are there provisions for company meetings, directors, secretary, or capital. Its operating agreement may be arranged by its members according to their needs.
Limited Liability Companies doing business internationally are exempt from all form of local taxes.
The Limited Liability Companies Act 2008 also allows the formation of Series LLC. Which is comprised of a Single-member LLC with ownership of multiple LLCs that own a single asset business.
Each LLC unit may have different purposes and its members may hold different rights, duties and powers. The Series LLC adds a layer of asset protection to investors, as the liabilities of a single LLC within the Series do not affect the assets of other single LLCs or the Series LLC.
Furthermore, Saint Vincent provides LLC ownership charging order protection. This means that a judgment creditor’s sole remedy against the economic interest of a member of an LLC is by way of charging order and such creditor does not have any right to obtain possession of or otherwise exercise legal or equitable remedies with respect to the property or assets of the LLC.
Country code – VG
Legal Basis – Common law
Legal framework – Limited Liability Companies Act 2008 (As amended), Limited Liability Companies Regulations 2010
Company form – Limited Liability Company (LLC)
Liability - The liability of members is limited to the extent of their contribution to the capital.
Capital – There is no minimum capital required, and it may be in a nonpaid up basis.
Members – An LLC may be formed by one or more members who may be residents or non-residents and natural persons or corporations. Details of members are not publicly disclosed.
Manager – A manager may be appointed by the members, although it is not mandatory. If no manager is named, the management of the LLC is in proportion to the percentage share of the profits of the members.
Secretary – The company may appoint a secretary, but it is not mandatory.
Registered Address – A company shall appoint a licensed registered agent and shall have a registered address and office in Saint Vincent and The Grenadines.
General Meeting – There is no statutory requirement for any formal meetings of members.
Electronic Signature – Permitted.
Re-domiciliation – Inward and outward re-domiciliation is allowed.
Compliance – Companies may maintain accounting records. There is no requirement that these be filed with the Registrar.
There is no requirement to file an annual return nor a tax return.
- Members not disclosed
- Managers not disclosed
- Corporate members permitted
- Corporate manager permitted
- Local manager required
- Registered office or agent required
- Annual meeting required
- Redomiciliation permitted
- Electronic signature
- Annual return
- Audited accounts
- Audited accounts exemption
- Exchange controls
- Common law Legal basis
- 1 Minimum members
- USD 1 Minimum registered capital
- - Minimum paid up capital
- USDAny Capital currency
- 100% Foreign-ownership allowed
- 2018 AEOI
Corporate Income Tax – Unlike International Business Companies, Limited Liability Companies (LLCs) enjoy a full tax exemption from any income taxes applicable in Saint Vincent. A certificate of exemption from taxes and import duties is issued by the Registrar at the time of incorporating the company.
Part 12, section 92 of the Limited Liability Companies Act provides that 91
(1) Notwithstanding any provisions of the Income Tax Act, a LLC which complies with the provisions of section 9(2) shall not be subject to any corporate tax, income tax, withholding tax, capital gains tax or other like taxes based upon or measured by assets or income originating outside the State or in connection with matters of company administration which may occur in the State.
For the avoidance of doubt, the above-mentioned section 9(2) provides that
(2) A LLC shall not—
(a) in the ordinary course of business, make its goods or services available to a person who is resident;
(b) without first obtaining any licence required under the Aliens (Land-Holding Regulation) Act, own an interest in real property situate in the State, other than a lease of property for use as an office from which to communicate with members or where books or records of the company are prepared or maintained;
(c) carry on any activity for which it requires a licence granted by the Authority, unless such a licence has been granted.
LLCs may voluntarily elect to pay 1% corporate tax to have access to the CARICOM double tax treaty.
Other taxes – Saint Vincent & The Grenadines levies personal income tax on tax resident individuals at progressive rates up to 32.5% on income accrued or remitted to the country exceeding XCD 10,000. Tax residents are individuals physically present in the country for at least 183 days in a year.
Real property tax is levied at a 5% rate on the market value of the property. There is a transfer tax on the sale of immovable property at 5% for both the buyer and the seller. There are no inheritance and wealth taxes.
- Tax transparent entity
- Offshore Income Tax Exemption
- Offshore capital gains tax exemption
- Offshore dividends tax exemption
- CFC Rules
- Thin Capitalisation Rules
- Patent Box
- Tax Incentives & Credits
- Property Tax
- Wealth tax
- Estate inheritance tax
- Transfer tax
- Capital duties
- 0% Offshore Income Tax Rate
- 0% Corporate Tax Rate
- 0% Capital Gains Tax Rate
- 0% Dividends Received
- 0% Dividends Withholding Tax Rate
- 0% Interests Withholding Tax Rate
- 0% Royalties Withholding Tax Rate
- 0 Losses carryback (years)
- 0 Losses carryforward (years)
- 0% Personal Income Tax Rate
- 15% VAT Rate
- 31 Tax Treaties
Saint Vincent and the Grenadines is an island country in the Americas, member of the Commonwealth and CARICOM, located to the north of Venezuela and the island of Granada, in the chain of the Lesser Antilles of the Caribbean Sea. Its territory of 389 sq. km comprises the main island of St Vincent and two-thirds of the north of the Grenadines archipelago. The country is inhabited by 103,000 people.
Its capital and the most populated city is Kingstown, located on St Vincent island. Its official language is English, although part of its population also speaks the St Vincent Creole, an English-based Creole with elements of French.
Its official currency is the Eastern Caribbean Dollar (XCD), which is pegged to the US Dollar (USD) at a 2.7:1 ratio. The US$ is also widely accepted.
Saint Vincent and the Grenadines is a parliamentary democracy within the British Commonwealth of Nations. The British monarch is head of state and is represented on the island by a Governor-General, a position with ceremonial functions. Government control rests with the Prime Minister and Cabinet.
Saint Vincent and the Grenadines is a full member and participant of the Caribbean Community (CARICOM), the Organization of Eastern Caribbean States (OECS), the Bolivarian Alliance for the Americas (ALBA). The community of Latin American and Caribbean States (CELAC), Organization of American States (OAS)
St. Vincent’s main economic activities are the export of agriculture products -bananas, root crops, arrowroot, and exotic fruits, in addition to construction, tourism - Grenadines is a top destination of the up-market yachting crowd - offshore financial services and the issuance of postage stamps.
Tax treaties Map
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