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Corporate Governance refers to the systems, principles, and processes by which companies are directed and controlled. In Antigua and Barbuda, Corporate Governance is taken seriously as it ensures accountability, fairness, and transparency in a company’s relationship with its stakeholders - including shareholders, management, customers, government, and the wider community. Local legislation and common law guide how companies are structured, operated, and regulated, aiming to foster transparency, investor confidence, and compliance with international standards.
Navigating Corporate Governance issues can be complex and fraught with legal risks. Many individuals and businesses in Antigua and Barbuda turn to legal professionals in situations such as:
Legal assistance helps ensure your company operates within the bounds of the law and best practice, reducing the risk of costly disputes and penalties.
The primary legal framework governing corporations in Antigua and Barbuda is the Companies Act, CAP. 222, which sets out the registration, operation, and dissolution of corporate entities. It addresses director responsibilities, shareholder rights, and company meetings. Other relevant laws include the International Business Corporations Act, which governs offshore companies, and anti-money laundering statutes.
Key aspects you should know include:
Non-compliance can result in administrative sanctions, fines, and even criminal liability in cases of fraud or other serious breaches.
Corporate Governance involves the system by which companies are directed, managed, and held accountable. It covers the relationships between management, boards, shareholders, and other stakeholders, as well as the rules and processes for decision-making within a company.
The Companies Registry and the Financial Services Regulatory Commission are primarily responsible for oversight and enforcement of corporate laws and governance practices in Antigua and Barbuda.
While all companies must adhere to the Companies Act, specific requirements may vary depending on whether a company is local or international, public or private, or listed or unlisted.
Directors must act honestly, exercise care and diligence, avoid conflicts of interest, and act in the company’s best interests at all times. Failure to do so can lead to personal liability.
Yes, foreigners can serve as company directors, but certain residency or licensing requirements may apply depending on the type of business.
Failure to submit annual returns and other required documents can lead to fines, loss of good standing, and possible removal from the register of companies.
Yes, the Companies Act requires that companies hold annual general meetings for shareholders, with proper notice and record-keeping.
Shareholder agreements, the company’s Articles, and local courts provide mechanisms for resolving disputes, often starting with mediation or negotiation before moving to litigation.
Penalties may include administrative fines, suspension or revocation of business licenses, and, in severe cases, criminal charges for directors or officers.
A lawyer can provide legal advice, draft and review corporate documents, help ensure regulatory compliance, resolve disputes, and represent the company before regulators or in court.
If you need further information or guidance, consider reaching out to the following resources in Antigua and Barbuda:
If you believe you need legal advice or representation concerning Corporate Governance in Antigua and Barbuda, consider taking the following steps:
Addressing Corporate Governance proactively with professional assistance can help protect your business, ensure compliance, and promote good relationships with all stakeholders.
