Turks and Caicos

Key Corporate Features
General Information
Company Information
Taxation

Key Corporate Features

General Information

The Turks and Caicos Islands are a group of twenty tropical islands situated in the North Atlantic Ocean, south-east off the archipelago of The Bahamas. The total landmass extends to some 430 sq km. The population of the Turks and Caicos Islands is approximately 19,000, of which nearly 80% are of African descent.

Until 1962 The Turks and Caicos Islands were a dependency of Jamaica. Then they were annexed by the Bahamas, and in 1973 became a British Crown protectorate, with HM Queen Elizabeth II acting as Head of State. A Governor represents the Queen. The Government system consists of a single house. The legislative council has twenty seats, of which thirteen are elected by universal suffrage every four years and ex-officio members. The executive council consists of a chief minister, four ministers appointed by the Governor and three ex-officio members, including the Governor.

The Economy is based on tourism, offshore finance and fishing. In 1982, the Turks and Caicos Islands introduced the Companies Ordinance, which was the foundation of the Island's Finance Centre. The islands enjoy modern telecommunication systems, and there are daily flights to neighbouring Islands and to the United States of America. The official and spoken language is English, although French Creole is also spoken.

The currency used is the US - Dollar, there are no exchange controls.

The type of law is Common Law based on English Common Law and some old Bahamian and Jamaican statutes. The principal corporate legalisations are: the Companies Ordinance 1981, the Companies (Amendment) Ordinance 1989, the Company (Amendment) Act No. 2 1992 and the Trusts Ordinance 1990.

Company Information

Since the enactment of the Companies Amendment Act No. 2 of 1992, the Exempt Company is the most commonly used body corporate for international trade and investment purposes. Exempt Companies are exempted from all forms of taxation for a period of twenty years from the date of incorporation.

There is the following procedure to incorporate: by submission of the Memorandum and Articles of Association signed by the Subscribers to the Companies Registry. The Memorandum and Articles of Association should include a declaration confirming that the activities of the company will be undertaken outside the Turks and Caicos Islands. After incorporation the company should ensure that the location of the registered office is published in the Gazette.

There are a few restrictions on trading: an Exempt Company cannot trade within the Turks and Caicos Islands, and may not own real estate there.

A Company incorporated in the Turks and Caicos Islands has all the powers of a natural person. The language of the legislation is English. The corporate documents have to be in English, but may be accompanied by a foreign language translation, and which may be filed at the Registry. The name of the company may also be translated in to Chinese characters, which can be printed on to the Certificate of Incorporation.

A registered office is required, it must be maintained in the Turks and Caicos Islands at the address of a licensed management company. Shelf companies are available. The time to incorporate is two days, but with respect to the slow transfer two weeks should be calculated.

There are certain name restrictions: any name that is similar or identical to an existing name, any name that in the opinion of the Registrar is considered undesirable or obscene and any name that suggests royal or government patronage. The language of the name can be in any language using the Latin alphabet or Chinese with a translation using the Latin alphabet.

Certain names Require consent or licence. Examples include: bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment funds, friendly society, trust, trustee, guarantee, indemnity, underwriters, co-operative, Commonwealth or their foreign language equivalents.

In order to be removed from the OECD blacklist the Turks & Caicos will not issue any bank or insurance license to any entity, which has no actual bank or insurance license in a foreign country.

The suffixes to denote limited liability are: Limited, Corporation, Incorporated or their abbreviations. An Exempt Company may also be incorporated without a suffix denoting limited liability.

There is no disclosure of beneficial ownership to authorities.

Compliance

It is normal to incorporate an Exempt Company with an authorised share capital of US$ 5.000; divided in to 5.000 common voting shares of US$ 1 each, this being the maximum capital for the minimum duty payable at the time of incorporation. Thereafter if the authorised share capital exceeds US$ 5.000, the capital duty is increased by 1% of any increase up to US$ 50.000, by 0,5% of any increase over US$ 50.000 and by 0,1% of any amount over and above US$ 100.000. The minimum issued capital is one share of no par value or one share of par value.

The following classes of shares are permitted: registered shares, bearer shares, shares with or without a par value, preference shares, redeemable shares and shares with or without voting rights. Bearer shares are basically permitted, but they have to be kept at the registered office. In such a case beneficial owners may only receive photocopies.

The Turks and Caicos Islands has no direct taxation in the form of income tax, corporation tax, capital gains tax and inheritance tax or gift tax. There are no double taxation agreements in place. The actual licence fees are US$ 300 per annum.

There is no requirement for filing financial statements, but financial records should be kept to reflect the financial position of the company.

The minimum number of directors is one. The directors may be natural persons or bodies corporate, be of any nationality and need not be resident in the Turks and Caicos Islands.

All companies incorporated in the Turks and Caicos Islands are required to appoint a company secretary. The company secretary may be a natural person or body corporate, be of any nationality and need not be resident in the Turks and Caicos Islands.

The minimum number of shareholders is one.

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