St Vincent and the Grenadines Company Formation

St Vincent and the Grenadines (SVG) registers two kinds of company for owners who live elsewhere: the Business Company (BC) and the Limited Liability Company (LLC). The Financial Services Authority (FSA) is the registrar for both, and neither can be filed for directly: the application goes through a Registered Agent licensed in SVG. The BC is governed by the Business Companies (Amendment and Consolidation) Act, Cap 149, and the LLC by the Limited Liability Companies Act, Cap 151 (Act No. 36 of 2008). A third form, the ordinary Companies Act company, is not open to foreign owners directly: the Caribbean Financial Action Task Force (CFATF) records that a foreign owner has to come through the external-company route at the companies registry.

Two opposite claims circulate online, and both are partly wrong. One says the IBC was abolished and the LLC is the only offshore vehicle. The other still sells an IBC with a permanent exemption from tax. In fact Act No. 36 of 2018 renamed the IBC a 'Business Company' from 1 January 2019, the FSA still registers it, and the ring-fenced tax exemption went with the old name. The section on the IBC sets out the statutes, and the CFATF counted 3,437 Business Companies and 1,353 LLCs registered in 2021, adding that both numbers are declining.

What you get is narrower than the marketing: a BC is assessed to tax only on income from sources in SVG, at 28%, a BC owner can serve as sole director and sole shareholder, there is no public register of beneficial owners and the FSA itself holds no beneficial-owner data. What comes with it is a Registered Agent that keeps that data, a Tax Identification Number (TIN) from the Inland Revenue Department (IRD) for a BC, an annual economic substance notification and a yearly registry fee. If you are still choosing a jurisdiction, the company formation hub sets them side by side, and the pages for the BVI, Seychelles, St Kitts and Nevis and Belize cover the nearest alternatives. Our own page for the country is Vantegris in St Vincent and the Grenadines.

We act as a facilitator, not as a law firm, a tax adviser or a regulator: we coordinate the file with a licensed Registered Agent and tell you what the FSA will ask for before anything is filed. Vantegris can arrange nominee directors and nominee shareholders where SVG law allows them and the Registered Agent accepts them. Banking for a gaming or crypto company is an electronic money institution (EMI) or neobank account, and we say more on that under banking and on our pages for high-risk merchant accounts and crypto-friendly banking.

A note on sources. The FSA hosts the 2007 consolidated text of Cap 149, which pre-dates the 2018 amendments, and we found no official consolidated text of it after 2018. We therefore read the 2007 text together with Act No. 36 of 2018, several statutes are image-only scans that we read with text recognition, and the FSA's fee table dates only its LLC half. Every figure on this page is traced to a source listed at the bottom, and we re-read figures against the scans before any filing.

Not as a legal category, but the company itself does. Act No. 36 of 2018, published in the Gazette on 31 December 2018 and in force from 1 January 2019, changed the short title of the Act to the Business Companies (Amendment and Consolidation) Act. It replaced 'international business company' with 'business company' throughout, repealed the old section 7 that defined an IBC by what it could not do (serve residents, own SVG land without a licence or carry on licensed business without one) and replaced Part XII, which held the tax exemption. The FSA's own Business Company page now says 'Business Companies (formerly international business companies)'. The official papers still cite the statute under its 2007 name, which is why you will see both.

The transition ended on 30 June 2021. New section 199A kept the old Act running for a company already on the register before 1 January 2019 until that date, while IP assets acquired or created from 1 January 2019 and income from specified assets were caught by the amended Act straight away. The text of Act No. 36 of 2018 is on the FSA site as a scan, which we read with text recognition.

That makes each camp of providers partly wrong. 'The IBC was abolished and the LLC is the only offshore vehicle' is wrong: the Business Company is the same Cap 149 statute under a new name and it is still registered, so the LLC is a second vehicle, not the only one. 'An IBC pays no tax on foreign income under a permanent exemption' is also wrong: the old section 180 exemption from corporate tax, income tax, withholding tax and capital gains tax on income from outside the State was repealed with Part XII. The new Part XII keeps narrower reliefs: no estate, inheritance, succession or gift tax for non-residents on BC shares and securities, stamp-duty exemptions for BC instruments and an import-duty exemption for office equipment.

Where a provider quotes a tax holiday of a fixed number of years for the LLC, ask for the section it rests on. We found no such period in the LLC Act and do not repeat it. What the LLC Act text does say is covered under tax.

Business Company. Since 1 January 2021, companies in SVG including Business Companies are taxed on a territorial basis. The Income Tax (Amendment) Act 2020 (Act No. 20 of 2020) names a Companies Act company, an external company and a business company, and makes their assessable income the amounts accrued from all sources in St Vincent and the Grenadines. The rate is 28%, set by the Finance Act 2023 (Act No. 10 of 2023) in place of 30%, and the IRD's tax page lists 28%. The FSA adds that a BC 'must obtain a Tax Identification Number (TIN) from the Inland Revenue Department' at incorporation. Companies on the register before 2019 reached the same position on 1 July 2021.

Three points stay open, and we confirm them in the quote rather than guess. First, whether a BC with no SVG-source income must still file an income tax return: the IRD's tax page sets the company return and payment at three months after the financial year ends, but states nothing for this case. Second, how the Income Tax Act's wording, which the consolidation on the IRD site gives as 'incorporated in SVG', fits with the territorial rule: that copy may lack recent amendments, so we do not draw a conclusion from it. Third, whether the Tax Administration Act 2019, section 20, which asks a taxpayer to keep up-to-date records in SVG, reaches a BC managed elsewhere.

LLC. The LLC Act text on the FSA site (section 91) still says that an LLC that keeps to section 9(2) is not subject to corporate tax, income tax, withholding tax, capital gains tax or other like taxes on income originating outside the State, with an irrevocable election to pay 1% on annual profits. The 2020 amendment names Companies Act companies, external companies, business companies and registered trusts and does not mention LLCs. We found no FSA or IRD page that says how the two fit in 2026, so we treat the LLC tax position as unconfirmed and confirm it in writing before you choose the LLC.

Beyond SVG. The local rule says nothing about tax where the owner lives or where the company is managed. A country that taxes a company managed from its territory, or a shareholder on the profits of a controlled foreign company, will apply its own law whatever SVG does. Incorporation here does not make an owner non-resident for tax at home, and we do not give tax advice: speak to an adviser in the country where the owners and decision-makers are based.

What a company files each year, from the sources we read:

The International Tax Co-operation (Economic Substance) Act, 2020 (Act No. 21 of 2020) has applied since 1 January 2021, supported by the Economic Substance Regulations 2021 and the IRD's guidance. It is administered by the Comptroller of Inland Revenue, not the FSA. A 'resident entity' includes a Companies Act company, a registered external company and a business company, so every Business Company is inside it. The IRD's economic substance page lists the texts.

Two obligations follow. The first is reporting. Every BC files the annual Economic Substance Return, whose Part 1A is a notification that every entity files and whose Part 1B is the full return for a relevant entity that cannot claim exclusion. The deadline is four months after the last day of each financial year. Failing to submit is an offence, with a fine of up to 100,000 dollars or two years in prison or both (section 11(4)). The statutes do not state a currency, and nor do we. The return lists the ultimate beneficial owners to the Comptroller.

The second obligation is the substance test, and it applies only to a relevant activity. There are nine: banking, distribution and service centre, finance and leasing, fund management, headquarters, holding entity, insurance, intellectual property holding and shipping. For those, the entity must be directed and managed in SVG, with adequate employees, expenditure and premises in SVG and its core income-generating activity carried out there. A pure equity holding company faces a lighter test, with adequate people and premises to manage its shares. A high-risk intellectual property entity is presumed to fail unless it rebuts the presumption. On our reading, a BC that only trades, consults or sells services is not one of the nine, so it owes the notification and not the full return, and we confirm that against your facts.

A BC is excluded from the test if it is tax resident in a country outside SVG that is not on the EU list of non-cooperative jurisdictions, or if it works exclusively in SVG, is locally controlled and is not part of a multinational group. The IRD's guidance gives the example of a BC that is tax resident in Italy or Jamaica as excluded. Whether your company is tax resident elsewhere, for example through place of effective management, is a question for the owner's tax adviser, and it decides this one.

Penalties for failing the test are up to 60,000 dollars for a first default (section 14(3)) and up to 75,000 dollars for a second or later default (section 15(3)), again without a stated currency. The IRD's guidance says information can be exchanged with the tax authority of the owner's, the parent's and the incorporating jurisdiction.

LLCs. The ES Act's definition of a resident entity, in the text we read, does not name LLCs, and no IRD document we read mentions them. Provider websites disagree about whether a standalone LLC reports. We therefore treat the LLC's position as unconfirmed and ask the IRD before we advise on it.

EU list and FATF. KPMG's summary of the EU update adopted on 9 October 2026 reports St Vincent and the Grenadines on neither Annex I nor Annex II. We could not open the Council's own page, so that is a secondary report. SVG's own account of how it left the EU watch is in the IRD guidance: the 2017 EU screening objected to the ring-fenced exemptions for IBCs and international trusts, both Acts were amended in December 2018, and SVG passed the EU screening in March 2019. We state no FATF list status here, because we have not opened the FATF's own publication.

There is no public beneficial-owner register, and the FSA does not hold one either. The CFATF's fourth-round mutual evaluation, published in January 2024, found no legal requirement for the FSA or the companies registry to hold or verify beneficial-ownership information, and no requirement for LLCs to maintain it at the FSA. The information sits instead with the licensed Registered Agent, which collects and verifies it as an anti-money-laundering service provider under the AML and TF Regulations 2014 and re-checks existing customers at least every five years. The FSA supervises the agents and can call for the data: the CFATF cites a case where an agent answered in four days.

That is a different thing from secrecy. The CFATF rated Recommendation 24, on transparency of legal persons, 'Partially Compliant' in 2024, and the May 2026 follow-up still lists it so, with legislative reviews under way. A BC files member details with the Registrar, the economic substance return lists beneficial owners to the Comptroller and SVG exchanges information under the Common Reporting Standard, FATCA and tax information exchange agreements, which the FSA's international cooperation page lists.

What the public sees on the FSA's registers is not published. The 2007 text of Cap 149 lets a person, on showing a proper purpose, inspect the register kept by the Registrar and obtain certified certificates of incorporation or good standing, and Act No. 36 of 2018 changed the rules on what directors and members file. We found no post-2018 consolidated text and no FSA statement of what the register displays. Whether directors' names are public is therefore confirmed in the quote, and we do not repeat the 'no public register of officers' line that some providers use.

Bearer shares. Not permitted. The FSA says a BC may issue registered shares only, and Act No. 36 of 2018 deleted the old bearer-share references. A trust cannot be noted on the register of members either. If a provider offers bearer shares in SVG, ask for the section.

Opening an account is a separate application from forming the company, and registration does not carry a guarantee of one. The statutes we read give a BC or an LLC no right to an account and say nothing about opening accounts locally. A BC or LLC cannot itself carry on banking without an FSA licence. The CFATF notes that financial institutions encounter few complex legal structures when identifying beneficial owners and that BC and LLC ownership checks run through the Registered Agent: that is the paper trail a bank or EMI will ask for.

How an account is actually opened for an SVG company, with which provider, in what time and with what hit rate, is not stated at any primary source we could open. We do not name banks and we quote no approval rate or timeline. The account route for your case is confirmed in the quote, once we know the business, the owners' tax residence and the volumes.

For gaming and crypto groups, our working position is an account with an electronic money institution or neobank, not a traditional bank, and we promise none. Our articles on gaming company bank accounts and crypto-friendly banking explain what providers ask for and why applications fail, and the high-risk merchant accounts page covers the payment side.

A crypto business can register in SVG, but only as a Business Company or an LLC. The Virtual Asset Business Act 2022 (Act No. 9 of 2022, in force from 31 May 2025) admits no other form, and the application must go through a Registered Agent licensed by the FSA. A company providing virtual asset services must register regardless of where the services are performed from. It is a separate application on top of the company, takes about 90 days on a complete file according to the FSA, and a foreign applicant needs a Principal Representative resident in SVG. The FSA's Guidelines require paid-up capital of EC$50,000, while the 2026 Regulations (regulation 6) say the Authority 'may' require it. The capital, deposit, insurance and fee figures are on our SVG crypto licence page and in the article on the St Vincent crypto licence, so we do not repeat them here.

For gambling, we found no SVG gaming licence on any official page we read, and Vantegris does not offer one. An SVG Business Company or LLC is not the applicant company for any of the gaming licences we handle. Our applicant company for Anjouan, Tobique, Tuvalu, Kahnawake and KUNAISA licences is in Costa Rica, and the payment agent for gambling structures is in Cyprus. The article on setting up a company in Costa Rica explains that structure.

It is not a no-tax company. A Business Company pays 28% on income from SVG sources, gets a TIN at incorporation and files a notification every year. The limits below are the ones we say at the first call.