Tuvalu IBC
The Tuvalu International Companies Act is a modern piece of corporate law tailored specifically to the needs of international shipping related businesses.

INCORPORATION

Incorporation is quick and straight forward, and a company can be formed within one (1) business day by submitting an application form with the following information:
  1. Details of the applicant
  2. Corporate name
  3. Authorised share capital
  4. Nature of business activity
  5. Name, address, nationality and passport number(s) of director or directors
Note: A copy of the Tuvalu International Companies Act will be made available, if required

CORPORATE SUFFIX

The word ‘Limited’, ‘Incorporated’, ‘Corporation’ or its abbreviation ‘Ltd’, ‘Inc’, ‘Corp’ must form part of the name of every company incorporated under the Tuvalu International Business Company (IBC) but a company may use and may be legally designated by either the full or the abbreviated form.

CORPORATE NAME

There are no restrictions to the name of a company unless a company with an identical name already exists or the proposed name so nearly resemble an existing name that may cause confusion (except if the company in existence gives its consent), or is considered inappropriate, misleading, indecent and offensive, or the name contains any of the following words or any words conveying a similar meaning:
  1. Assurance
  2. Bank
  3. Building Society
  4. Chamber of Commerce
  5. Chartered
  6. Cooperative
  7. Insurance
  8. Municipal
  9. Royal
  10. Trust Company
  11. Trustee Company
RESTRICTIONS

A Tuvalu IBC is not allowed to:
  1. Carry on business with persons resident in Tuvalu
  2. Own an interest in real property situate in Tuvalu other than a lease of property for use as an office to communicate with members or where books and records of the company are prepared or maintained
  3. Carry on banking or trust business unless it is separately and specifically licensed to do so
  4. Carry on business as an insurance or reinsurance company, insurance agent or insurance broker unless it is licensed under an enactment authorizing it to carry on that business
  5. Carry on business of providing the registered office or the registered agent for companies incorporated in Tuvalu.
DIRECTORS & SHAREHOLDERS

Only one (1) shareholder is required, and only one (1) director is required for a company incorporated under the Tuvalu IBC.

REGISTER OF DIRECTORS & SHARE REGISTER

Every company incorporated under the Tuvalu IBC is required to keep a Register of Directors and one or more Share Registers. A copy of the Register of Directors and Share Register commencing from the date of registration of the company shall be kept by the registered agent at the registered office of the company and a further copy lodged with the Registrar. The copies of the Register of Directors and Share Register kept by the registered agent and the Registrar are kept confidential and do not form part of the public record of the Registry.

AMENDMENTS

A company incorporated under the Tuvalu IBC may amend its Memorandum or Articles by a resolution of members or directors.

BOOKS, RECORDS AND COMMON SEAL

A company shall keep accounts and records as the directors consider necessary or desirable in order to reflect the financial position of the company at the registered office or at such other place as the directors determine. The accounts and records may be kept in or outside Tuvalu as may be decided by the directors.

A company shall have a common seal, and an imprint thereof shall be kept at the registered office of the company. The common seal may be kept in or outside Tuvalu as may be decided by the directors.

POWERS OF ATTORNEY

A company incorporated under the Tuvalu IBC may grant general or special Powers of Attorney to any person to act on its behalf to execute contracts, agreements, deeds and other instruments.

CERTIFICATE OF GOOD STANDING

A Certificate of Good Standing for a company incorporated under the Tuvalu IBC can be obtained by the company or its authorised representative.

CERTIFICATE OF INCUMBENCY

A Certificate of Incumbency for a company incorporated under the Tuvalu IBC can be obtained by the company or its authorised representative.

SUMMARY TABLE

Jurisdiction 

TUVALU

Company Setup

 

Type of Company

International Company

Standard authorized share capital

USD$10,000

Minimum paid up capital

USD$1

Incorporation time

1 Business Day

Law followed in the jurisdiction

Common

Corporate Governance

 

Minimum number of shareholders

1

Nominee shareholders allowed

YES

Minimum number of directors

1

Corporate directors allowed

No

Local directors required

No

Company secretary required

No

Local registered agent required

Yes

Local registered office required

Yes

Filing of annual return

No

Filing of audited accounts

No

Filing of tax return

No

Beneficial Owner's Public disclosure

No

Taxation of Profits

No

Other useful information

 

Bank accounts offered

No

Bearer shares allowed

No

Migration of domicile permitted

No

Shelf Companies offered

Yes





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