Anguilla, or “British Anguilla” is an attractive jurisdiction to North America’s private equity market; but what other corporate options does it offer, and how is it different from the BVI?
Anguilla is just over 100 miles east of the BVI and shares many similarities with the BVI’s legal system. It was one of numerous offshore jurisdictions in the 1980s to base its company legislation on the BVI’s flagship act – the International Business Companies Act, which is the statutory predecessor of the BVI Business Companies Act.
Anguillan law is a relatively unique blend of throwback 1980s and forward thinking structures – Anguilla LLCs have been around since 2000 and have found a niche market in the North American private equity field.
Types of corporate entities
Unlike the majority of the offshore industry, Anguilla has not repealed its IBC legislation. Most Anguillan companies are International Business Companies (IBCs) incorporated under the Anguillan International Business Companies Act. There are numerous other organizational structures: in addition to LLCs (formed under the Limited Liability Company Act), Anguilla also has the Companies Act Companies (CACs) (formed under the Companies Act), general partnerships, limited partnerships, protected cell companies (which can only be CACs and are similar to the BVI’s segregated portfolio companies), and trusts foundations.
How is Anguilla similar to the BVI?
- Based on UK common law with recourse to the UK courts (the Privy Council)
- Low cost, tax neutral and lightly regulated jurisdiction
- Corporate flexibility: IBCs are permitted to undertake any lawful act or activity and there are no corporate benefit restrictions
- Public registration of charges priority is determined by date of registration
How is Anguilla different to the BVI?
- Constitutional documents for IBCs and CACs are based on the US model (articles of incorporation and by-laws)
- Corporate insolvency is determined under common law rules and personal bankruptcy statute and there is no corporate insolvency act (at the time of writing the draft legislation had not been implemented)
- The requirements for the valid execution of deeds have not yet been simplified.