Corporate Law at Falkland Islands (BOT)
Here’s a focused summary of Corporate Law in the Falkland Islands, a British Overseas Territory (BOT), highlighting its key features and legal framework for companies:
Corporate Law in the Falkland Islands (BOT)
1. Legal Framework
Corporate law is primarily governed by the Companies Ordinance 2017 (latest comprehensive law on companies).
The Falkland Islands follows common law principles influenced by UK law.
The jurisdiction is known for its offshore-friendly corporate environment.
2. Types of Companies
Private Company Limited by Shares
Most common form for commercial activity.
Shareholders’ liability limited to share capital.
No minimum capital requirement.
Public Company
Can offer shares to the public.
Subject to stricter disclosure and governance rules.
Companies Limited by Guarantee
Typically used for non-profits or clubs.
Unlimited Companies
Shareholders have unlimited liability.
Limited Partnerships and Other Structures also possible under specific laws.
3. Incorporation Requirements
Company formation requires:
Filing Memorandum and Articles of Association.
Appointment of at least one director and one shareholder (can be the same person).
Registered office must be maintained in the Falkland Islands.
Companies must appoint a local registered agent.
4. Corporate Governance
Directors owe fiduciary duties and must act in the company’s best interests.
Annual general meetings (AGMs) are required unless waived in the Articles.
Companies must keep accounting records but are not required to file accounts publicly.
5. Confidentiality and Privacy
The Falkland Islands is recognized for strong privacy protections.
Shareholder and director details are maintained by the registry but are not publicly accessible.
This makes it an attractive jurisdiction for asset protection and confidential ownership.
6. Taxation
No corporate tax on offshore activities.
No capital gains tax, inheritance tax, or stamp duty.
This tax neutrality is a key attraction for offshore companies.
7. Use of Falkland Islands Companies
Offshore investment holding companies.
Asset protection vehicles.
Trading companies conducting international business.
8. Regulatory Oversight
Companies must comply with anti-money laundering (AML) and counter-terrorism financing (CTF) regulations.
The Financial Services Commission (FSC) oversees compliance and licensing.
Summary
The Falkland Islands offer a modern, flexible, and confidential legal environment for company formation, making it a preferred offshore jurisdiction with tax neutrality and strong privacy laws.
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