Antigua and Barbuda keeps its companies in the Register of Companies, maintained by the Registrar of Companies within the Antigua and Barbuda Intellectual Property and Commerce Office (ABIPCO), which describes itself as the national company and intellectual property registry. Its commerce section holds statutory responsibility for registering companies, business names and friendly societies, and for the register of company charges.

The company registry in Antigua and Barbuda

A citation correction first, because it recurs constantly. The Companies Act is routinely cited as “Cap. 82”. The Ministry of Legal Affairs’ own index of the Laws lists it at Cap. 93A, and every amending Act from 2017 onwards cites the parent statute not by chapter but as the Companies Act 1995, No. 18 of 1995. No official page uses Cap. 82. The International Business Corporations Act, by contrast, is correctly cited as Cap. 222.

The registry is a department of the ministry responsible for legal affairs, though the two official sources word its name differently — ABIPCO says Ministry of Justice, Legal Affairs, Public Safety and Labour while the government portal’s ministries list says Ministry of Legal Affairs, Public Safety, Information and Labour.

The Companies Act has been amended often: in 2003, 2004, 2009, 2017, 2020 — which inserted the insolvency and reorganisation part — 2022, 2023, twice in 2024, and most recently by the Companies (Amendment) Act 2025, No. 15 of 2025, assented on 5 June 2025, which introduced seven-year record retention by liquidators and by the Registrar and a court route to restore companies struck off for more than seven years. The Companies Regulations 1997 have been amended in 2007, 2020 and 2024. Business names sit under the Business Names Act, Cap. 63, partnerships under the Partnership Act, Cap. 306, and friendly societies under the Friendly Societies Act, Cap. 184.

A free online search exists and works, offered by ABIPCO as a service to the public, with filing available through its e-services portal — though signed hard copies must still be delivered to the Registrar, and beneficial ownership filing remains manual. ABIPCO’s own disclaimer matters: the database is updated only periodically, is not a real-time reflection of the registers, is never a substitute for the official records, and does not replace the statutory name search and name reservation.

Business names and sole traders are in the same registry under a different statute. Registration under the Business Names Act is required within 14 days of commencing business, by sole traders, firms, corporations and local representatives of foreign firms trading under a name that is not their own surname or corporate name. The particulars recorded include the business name, the general nature of the business, the principal place of business, and for a firm each partner’s names, nationality, usual residence and other occupation.

Registration numbers follow a letter prefix and a sequence, with a year suffix on modern entries: C for a company, EC for an external company, B for a business name and FS for a friendly society. Legacy numbers are bare sequences, sometimes with a letter suffix, and spacing in the register itself is inconsistent.

Legal forms that can be registered in Antigua and Barbuda

ABIPCO’s own taxonomy is for-profit companies, non-profit companies and external companies, and the live register confirms it.

  • Private company — shareholders’ liability is limited to the amount invested or agreed to be invested. The default trading vehicle.
  • Public company — the same liability rule, but with at least three directors of whom two must be neither officers nor employees, prospectus registration, a register of substantial shareholdings and a trust deed before issuing debentures.
  • Non-profit company — a company without share capital, with no shares and no dividends and members’ liability governed by the by-laws. It is restricted by statute to patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic objects, requires prior approval of the Attorney General, needs at least three directors and must end its name in “Incorporated” or “Corporation”.
  • External (foreign) company registration — any foreign body corporate carrying on business locally must register, with twelve months from commencing business to do so. Registration is not incorporation and liability follows the home law.
  • Business name — by an individual, by a firm or by a corporation. A sole trader carries unlimited personal liability; a firm’s partners are unlimited, joint and several; a corporation simply uses a trading name.
  • Friendly society — a mutual, member-based body, in five statutory types including working men’s clubs, cattle insurance societies and benevolent societies, requiring at least seven members and trustees.

Three forms that people expect do not exist in Antiguan law. There is no company limited by guarantee — the phrase appears nowhere in the Companies Act, and the non-share-capital vehicle is the non-profit company, a different construct. There is no unlimited company. And there is no limited partnership: no such statute appears in the official index of the Laws, and the Partnership Act is a short nineteenth-century statute that merely clarifies when lenders, agents and annuitants are not partners, creating no registry and no limited partnership. Partnerships surface only as registered business names.

No minimum share capital is set. The Act requires only one share, one shareholder and one director, and provides that shares are to be without nominal or par value; the articles state the classes and any maximum number of shares authorised, not a capital figure.

On redomiciliation the two statutes diverge sharply. Under the Companies Act 1995 continuance is domestic only — articles and a certificate of continuance exist, but they serve companies formed under the repealed prior Act being continued under the 1995 Act. There is no cross-border continuance in or out. Under the International Business Corporations Act, Cap. 222, by contrast, there is full corporate mobility: a body corporate in another country may apply for a certificate of continuance, a corporation may apply to be continued out, and an import option allows continuance to be held in suspense for up to a year, renewable.

The international business corporation itself is not in ABIPCO’s register. It is registered with the Financial Services Regulatory Commission (FSRC) under Cap. 222, along with international trusts, international foundations, international limited liability companies, corporate management and trust service providers, insurance, money services businesses, co-operative societies and credit unions, digital asset businesses, gaming and pensions. Since 2022 an international business corporation may register with ABIPCO as an external company in order to do domestic business, on production of a certificate of authorisation and a certificate of good standing from the Commission. Banks are licensed under the Banking Act through the regional central bank, and intellectual property sits in ABIPCO’s separate registers.

Public and restricted data in the Antiguan register

The statutory rule is broad. Section 495 of the Companies Act entitles a person who has paid the prescribed fee to examine and to copy or extract any document required by the Act or the regulations to be sent to the Registrar, and obliges the Registrar to furnish any person with a copy or certified copy of any document received. The only carve-out is an investigation inspector’s report. Section 319 of the International Business Corporations Act is word-for-word parallel for international corporations, and the Business Names Act likewise allows any person to inspect filed documents and require a certificate of registration or a certified copy or extract, admissible in evidence in all legal proceedings.

The free online search, however, is narrow. Its complete field set is: entity name, entity number, registry, principal office address, date of incorporation, status, type and status reason, with statuses of active, inactive and dissolved. There is no online document viewer, no filing history and no officer index, and many older records return no incorporation date and no address.

At the counter it is a different picture, because the annual return is a public document and it is detailed. The local company annual return captures the name, number and incorporation date, the registered and principal offices, fundamental changes, share capital by class with issued and outstanding shares and stated capital, the main type of business, the company attorney and external auditor, the directors with full names, residential addresses, occupations and effective dates, the shareholders with names, nationalities, residential addresses, occupations and shareholdings, a nominee and nominator table, and share transfers effected during the year. The external company return likewise captures directors and the legal owners. Annual returns are due not later than 30 days after the anniversary of incorporation and must be certified by a director or officer.

Beneficial ownership runs through two separate registers, as the tax authority’s own competent-authority guidance sets out: one at the FSRC, established in 2017 by amendments across the international statutes, and one at the registry, established in 2022 by amendment to the Companies Act, requiring an annual attestation on beneficial ownership and control for both domestic and external companies.

The company-level obligations sit in sections inserted by the Companies (Amendment) Act 2024. The company maintains a register of beneficial owners at its registered office for not less than seven years, recording each natural-person owner’s name and address, the number of shares held directly or through a nominee, and where a nominee holds them, the nominee’s details together with the latest known address of the nominator and the natural person ultimately behind them. Filing with the Registrar is required within 15 days of incorporation unless the company is publicly traded, then annually with the annual return, with changes notified within 14 days. Non-profit companies must state the beneficial owner in their annual report.

The threshold has moved and the sources disagree. The 2022 statutory text used 5 per cent; ABIPCO’s 2024 guidelines, the tax authority’s guidance effective December 2024 and the current attestation form all use 15 per cent — while ABIPCO’s own compliance web page still recites the old figure. Which threshold the registry enforces today could not be resolved on the official sources.

Access is to the Registrar and competent authorities: the Registrar or a competent authority acting under a statutory power may at any time request records and underlying documentation, which must be provided without delay, and the competent authority is the Commissioner of Inland Revenue, exchanging information internationally under tax information exchange agreements. There is no public online beneficial ownership search and no legitimate-interest access regime. One genuine ambiguity should be flagged rather than resolved: the attestation is a document required by the Act to be sent to the Registrar, and no express confidentiality carve-out was enacted, so on the literal text of section 495 it would be inspectable on payment — yet every piece of official guidance frames the register as accessible only to the Registrar and competent authorities. How ABIPCO actually treats a counter request could not be confirmed.

On economic substance the finding is negative: no economic substance regime could be found in Antigua and Barbuda. There is no Economic Substance Act and no substance regulations in the official indexes, and no substance return to describe. What exists instead is the Base Erosion and Profit Shifting Act 2025, whose country-by-country reporting part applies to accounting periods ending on or after 31 December 2024 and whose transfer pricing part came into force on 1 January 2026 — and its confidentiality section keeps those reports out of the public domain. Separately, the FSRC imposes a physical presence requirement on licensed international corporations: a separate office able to accommodate at least two staff, open on weekdays for a minimum number of hours with posted times, at least one full-time employee, and the local director and the person maintaining presence being different people. That is a licensing condition, not a substance-reporting regime. It should also be recorded that the ring-fenced tax exemption in Cap. 222 remains on the books, exempting an exempt corporation’s international trade and business profits from direct taxation for fifty years from incorporation, and no repealing or amending Act could be located.

Financial statements are filed by very few. Only public companies and companies exceeding the statutory gross-revenue or asset thresholds file them; those that do sit on the public file. Non-profit companies must file a balance sheet, a revenue and expenditure account and the auditor’s report within fifteen days of their annual meeting. Ordinary private companies below the thresholds file no financial statements at all, so there is no public accounts data for the great majority of Antiguan companies. International corporations are different again: the FSRC requires audited financial statements and beneficial ownership attestations by 31 March each year, and those go to the regulator with no indication that they are public.

Documents that can be obtained from the register

  • Certificate of Incorporation — issued on receipt of conforming articles, conclusive proof of the incorporation of the company named in it, with the company coming into existence on the date it shows. The primary proof of legal existence.
  • Certificate of Amended Articles and Certificate of Restated Articles of Incorporation — evidencing amendment and consolidation of the articles.
  • Certificate of Amalgamation — evidencing a merger of two or more companies.
  • Certificate of Continuance — evidencing continuance of a former-Act company under the 1995 Act. It is not a cross-border redomiciliation certificate.
  • Certificate of Registration (external company), and a certificate recording a change of name for an external company.
  • Certified copies of any filed document — furnished to any person under section 495(2), covering articles of incorporation, by-laws, notices of directors and of registered office, annual returns and articles of amendment, amalgamation or continuance. Uncertified copies are available too, priced per page.
  • Search of the register — the official paid file search, distinct from the free internet facility.
  • Name search and name reservation — the mandatory statutory step, which the free online search expressly does not replace.
  • Certificate of Solvency and Notice of Declaration of Solvency — registry forms referenced as an alternative to annual accounts.
  • Certificate of registration of a business name — together with certified copies or extracts of any registered statement, admissible in evidence in all legal proceedings.

The FSRC separately issues, for international corporations, a certificate of incorporation, an international business charter, certificates of continuance, amendment and amalgamation, a certificate of good standing, and a corporate status report — the closest thing to a public extract on that side, giving the incorporation date and number, the names of directors, the registered office and resident agent, the authorised capital and the company’s status, but not shareholders or beneficial owners.

Documents that could not be confirmed: a certificate of good standing for a domestic company — the phrase appears once in the whole Companies Act and then only about membership of an accountancy institute, and it is absent from ABIPCO’s fee schedule and site, so the domestic analogues appear to be the certificate of solvency and a certified copy of the current annual return; a certificate of incumbency; a certificate of dissolution or striking off as a purchasable document, since striking off is effected by publication of a notice in the Gazette rather than by issuing a certificate; and apostilled or legalised registry extracts.

Frequently Asked Questions

Which body keeps the company register in Antigua and Barbuda?

The Antigua and Barbuda Intellectual Property and Commerce Office, ABIPCO, under the ministry responsible for legal affairs. International business corporations are registered separately with the Financial Services Regulatory Commission.

Is the Antigua company search free?

Yes, ABIPCO offers a free online search, but it returns only the name, number, type, status, principal office and incorporation date, and the registry warns that it is updated only periodically and is not a substitute for the official records.

Are directors and shareholders public in Antigua and Barbuda?

Yes, on the file. The annual return names directors and shareholders with addresses and shareholdings, and section 495 lets any person inspect and copy documents filed with the Registrar for the prescribed fee. They are not shown in the free online search.

Is beneficial ownership public?

No. Filings go to the Registrar and, for international entities, the Commission, with access confined to the Registrar and competent authorities. There is no public search and no legitimate-interest access regime.

Is there a minimum share capital?

No. One share, one shareholder and one director suffice, and shares are without nominal or par value.

Does Antigua and Barbuda have economic substance requirements?

No economic substance regime could be found. What exists is the Base Erosion and Profit Shifting Act 2025, with country-by-country reporting and transfer pricing, and a physical-presence licensing condition applied by the Commission to international corporations.

Can a foreign company redomicile into Antigua and Barbuda?

Only through the International Business Corporations Act, which provides for continuance in and out. The Companies Act 1995 continuance provisions are domestic only.

Sources

Keywords

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