Turks and Caicos Company Formation
Turks and Caicos companies are governed by the Companies Ordinance 2017 (as amended) and regulated by the Turks and Caicos Islands Financial Services Commission (FSC).
There is no restriction on foreign ownership of shares of a company. Shares can be held by natural persons or corporate bodies.
Why Turks and Caicos?
There are several reasons to choose Turks and Caicos to incorporate offshore. First and foremost is safely investing in real property where having title in the name of a company separates it from other assets. Thousands of insurance companies also find a safe and inexpensive home here.
The Turks and Caicos is a British Overseas Territory and this brings stability and the British-style legal system. English is also our sole official language, contributing to the ease of managing your corporation.
Business Licenses
For corporations conducting business in the Turks and Caicos, a business license is required. Some business license categories require that the majority of shares be held by persons with Turks and Caicos Islander Status.
Taxation
There is no corporate income tax in the Turks and Caicos. Businesses offering listed tourism services must charge 12% Tourism Tax which is remitted on a monthly basis. There is also a telecommunication and insurance premium tax.
Registered Agent / Company Manager
The Companies Ordinance requires that all companies have a registered agent (who must be a licensed company manager). Previously, it was possible to incorporate directly via the FSC, however, international compliance standards have been raised requiring substantially greater skill to form and manage companies and stricter ongoing compliance requirements.
Beneficial Ownership
Beneficial owners of companies must be registered with the Financial Services Commission. Starting in 2023, this is expected to become a public register in line with global requirements affecting all jurisdictions. At that time it will be possible for a member of the public to obtain the names of the beneficial owners of a Turks and Caicos registered company.
Types of Companies
Most companies are “limited by shares” meaning they issue shares and the shareholders' liability is limited to the amount invested in the company.
There are other specialized types of companies:
- Unlimited—authorized to issue shares
- Unlimited—not authorized to issue shares
- Limited by guarantee—authorized to issue shares
- Limited by guarantee—not authorized to issue shares
- Not for profit—organizations set up for social or charitable purposes
- Protected cell—a single company with multiple independent segments or cells
It is also possible to register a non-profit organization and protected cell companies, along with trusts.
Requirements to Form a Company in the Turks and Caicos
Forming a company starts with reserving a company name and providing due diligence information (IDs and references) to a licensed company manager.
Articles of Incorporation (previously titled Articles of Association) are filed in the reserved name and specify the number and types of shares that can be issued and the type of business the company is involved in. These are typically based on a template provided by your company manager.
It is possible to incorporate a company within 48 business hours, however depending on the nature of the company and your company manager, it may take longer.
There is no requirement to file annual statements, tax returns, or accounts however there are ongoing obligations that must be met within strict deadlines. These include changes to the board of directors, register of shareholders, or the beneficial ownership structure. Notice of these changes must be provided to the FSC within about 15 days after they occur. Companies are also obliged to maintain records sufficient to show and explain their transactions, and financial position at any time. Your company manager or lawyer will help you with these obligations.
Fees
The fee to incorporate varies depending on the number of shares. For most companies, Government fees are $350 per annum.
The fee for the company manager is typically between $1,000 and $2,000, making the total cost to incorporate between approximately $1,350 and $2,350.
All directors, shareholders, and beneficial owners must be registered with the FSC.
Land Holding Companies
If a company will hold land, this is treated differently by the FSC and company managers and may involve extra fees. Ask your company manager about fees.
Directors and Secretary
Directors and officers of a corporation can either be a natural person or a corporate body. The public (for a fee) can obtain a listing of directors and officers of a Turks and Caicos registered company.
Shareholders
There must be at least one shareholder, which may be a natural person or corporate body.
Share Capital
There are no requirements for minimum share capital and no need to issue shares at par.
Registered Office
The offices of the company manager (or lawyer) are typically used for the registered office of a company, however the company may register its own office.
Bank Accounts
Opening a bank account is a long process and will take weeks or even months. It is nearly impossible for persons unfamiliar with the country to navigate this process without the assistance of a lawyer or company manager.
Choosing a Company Manager
The quality of service provided by a company agent or company manager varies. The FSC has a list of registered company agents and you are advised to ensure that your chosen agent is on the list.
Corporate Services Providers
