Turks & Caicos Islands Exempt Corporations

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.

Six of the Islands are inhabited, Grand Turk, South Caicos, Middle Caicos, North Caicos, Providenciales and Salt Cay.

The Islands were first discovered by the Spanish in 1512, and remained uninhabited until British settlers from Bermuda established a salt panning industry in 1678. Eventually the British secured the Islands in 1766 against French and Spanish claims.

POPULATION

The population of the Turks and Caicos Islands is approximately 19,000, of which nearly 80% are of African descent.

POLITICAL STRUCTURE

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.

In 1986, the Constitution was amended by the enactment of The Interim Amendment Order 1986, which granted special powers to the Governor. These included:

•	The power to summon the Executive Council
•	The power to suspend the Speaker of the Legislative Council
•	Defence matters
•	External affairs
•	Immigration matters
•	Internal security and police forces
•	Appointment, suspension and dismissal of public officers
•	Control of public finances

INFRASTRUCTURE AND ECONOMYThe Economy is based on tourism and fishing which includes Crayfish and Conch (flesh and shell). The only farming undertaken is subsistence farming of corn, cassava, citrus and beans. Most other produce and non-food products are imported. Tourism has now become an important source of foreign exchange.

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 frequent flights to neighbouring Islands and to the United States of America.

LANGUAGE

The official and spoken language is English, although French Creole is also spoken.

CURRENCY

US Dollar.

EXCHANGE CONTROL

None.

TYPE OF LAW

Common Law. Based on English Common Law and some old Bahamian and Jamaican statutes.

PRINCIPAL CORPORATE LEGISLATION

•	The Companies Ordinance 1981
•	The Companies (Amendment) Ordinance 1989
•	The Company (Amendment) Act No. 2 1992
•	The Trusts Ordinance 1990

COMPANY INFORMATION:TYPE OF COMPANY FOR INTERNATIONAL TRADE AND INVESTMENT

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.

PROCEDURE TO INCORPORATE

By submission to the Companies Registry of the Memorandum and Articles of Association signed by the Subscribers.

The Memorandum and Articles of Association should contain:

•	The proposed name of the company
•	The proposed registered office address
•	The objects of the company
•	A declaration that the liability of the members is limited
•	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

RESTRICTIONS ON TRADINGCannot trade within the Turks and Caicos Islands, and may not own real estate there. Cannot undertake the business of banking, insurance, assurance, reinsurance, fund management, collective investment schemes, the rendering of investment advice or any other activity, which may suggest an association with the banking and insurance industries. Cannot solicit funds from the public or offer its shares for sale to the public.

POWERS OF COMPANY

A Company incorporated in the Turks and Caicos Islands has all the powers of a natural person.

LANGUAGE OF LEGISLATION AND CORPORATE DOCUMENTS

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.

REGISTERED OFFICE REQUIRED

Yes, must be maintained in the Turks and Caicos Islands at the address of a licensed management company.

SHELF COMPANIES AVAILABLE

Yes.

TIME TO INCORPORATE

Two days.

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. Any name that suggests royal or government patronage.

LANGUAGE OF NAME

Can be in any language using the Latin alphabet or Chinese a translation using the Latin alphabet.

NAMES REQUIRING CONSENT OR A LICENCE

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.

SUFFIXES TO DENOTE LIMITED LIABILITY

Limited, Corporation, Incorporated or their abbreviations. Can also be incorporated without a suffix denoting limited liability.

DISCLOSURE OF BENEFICIAL OWNERSHIP TO AUTHORITIES

No.

COMPLIANCE:

AUTHORISED AND ISSUED SHARE CAPITAL

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.

CLASSES OF SHARES 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 PERMITTED

Yes.

TAXATION

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.

DOUBLE TAXATION AGREEMENTS

None.

LICENCE FEES

US€ 300 per annum.

FINANCIAL STATEMENT REQUIREMENTS

No requirement for filing, but financial records should be kept to reflect the financial position of the company.

DIRECTORS

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

COMPANY SECRETARY

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 resident in the Turks and Caicos Islands.

SHAREHOLDERS