These answers are specific to the Anguilla Business Company (ABC). They are not intended to be comprehensive nor to be construed as legal advice and should not be relied upon to be so. Professional advice should be taken based on the facts of any specific case.
COMPANY OPERATIONS FAQs
FAQ OPERATIONS
How are contracts concluded on behalf of the company?
A contract required to be executed in writing and under seal may be entered into by or on behalf of the company in writing under the common seal of the company.
A contract required by law to be in writing and signed by the parties may be entered into by or on behalf of the company in writing and signed by a person acting under the express or implied authority of the company.
An ABC may enter into oral contracts made by or on behalf of the company by a person acting under the express or implied authority of the company. Persons entering into pre-incorporation contracts in the name of the company before it actually comes into existence are personally bound by the contract.
What are the limitations on a company to contract?
The capacity of a company to contract is limited by the doctrine of ultra vires.
No act of a company, including any transfer of property to or by a company, is invalid by reason only that the act or transfer is contrary to its articles or by-laws: section 19 of the Act.
What records must be maintained in the territory and are they available to public inspection?
The articles and by-laws, and any amendments thereto, a copy of the share register and an imprint of the company seal must be kept at the registered office.
These are not available for public inspection.
Are electronic signatures acceptable as evidence?
Faxed signatures are acceptable. Electronic signatures may be acceptable as evidence.
Does an ABC require a company seal?
There is no requirement for an ABC to have a company seal.
Can the company make secured and unsecured loans?
Yes. The company can make either at the approval of the Directors
What are the limits placed on the company's borrowing powers?
None. There are no debt/equity ratios under the law.
Is there a register of company charges or liens?
Yes. It is kept by the Registered Agent and can be lodged with the courts.
What is the procedure for authentication of documents?
A document requiring authentication or attestation by an ABC may be signed by a director, the secretary, or by an authorised officer or agent of the company, and need not be under common seal.
If the signature of any director, officer or agent authenticating or attesting any document is verified in writing by the registered agent of a company, the company is bound by the document.
What third party protection is provided for?
The directors, officers and agents of an ABC are required to act honestly and in good faith and to exercise the care, diligence and skill of a reasonably prudent person. No provisions in the articles of incorporation, the by-laws or the Act relieve a director, officer or agent of the company from the duty to act in accordance with the articles or by-laws or from any liability arising from his management of the business affairs of the company.
Where are writs Serviced?
Writs are serviced at the registered office of the company.
What Re-domiciliation provisions are there?
A company incorporated under the laws of a jurisdiction outside Anguilla may continue as an ABC if not expressly prohibited from making such an application by the laws of the jurisdiction in which it is incorporated. Subject to its articles or by-laws, an ABC may, by a resolution of directors or shareholders, continue as a company incorporated under the laws of a jurisdiction outside Anguilla in the manner provided under those laws.
What are the provisions for Liquidation?
An ABC that has not issued any shares may be quickly dissolved at any time by resolution of the directors and filing articles of dissolution. An ABC that has no property and no liabilities may be quickly dissolved by special resolution of shareholders and filing articles of dissolution. An ABC that has previously issued shares and has property or liabilities may voluntarily begin to wind up and dissolve by a special resolution of the shareholders.
What are the Strike off provisions?
Where an ABC fails to file required documents with the Registrar, fails to pay due fees or carries on business in breach of any provision requiring a business licence in Anguilla for the conduct of local business activities, the Registrar may strike the company off the register - and in practice will do so, after an interval.
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