What is an SRL?
A society with Restricted Liability ("SRL") is an entity that is established under the Societies with Restricted Liability Act. An SRL is very similar to what is known in the US as a Limited Liability Company (LLC). An SRL that is entitled to special Barbados tax benefits is called an "International Society with Restricted Liability" ("ISRL") whereas entities subject to regular Barbados taxes are referred to as SRLs. ISRLs are designed to be used mainly for international transactions and are prohibited from transacting business with persons resident in Barbados. There are two major differences between an SRL and an IBC or limited liability company formed under the Barbados Companies Act. One is that an SRL has 'limited life', that is to say, an SRL may be automatically dissolved on the occurrence of stipulated events or on the expiration of the period fixed for the duration of the society. The other is that an SRL has members and not shareholders, and it must have a minimum of two members (quota holders).
Other Characteristics of an SRL
- Limited liability
- The rights, powers and privileges of an individual
- Stipulation that the transfer of quotas in a society will not confer on the transferee the right to become a member or participate in the management of the society without the written consent of all the members
- Quotas similar to bearer shares are not permitted
Why Establish an ISRL in Barbados?
The general benefits of an ISRL are similar to those of an IBC, except that an ISRL's tax and duty exemptions are guaranteed for 30 years.
- Limited liability
- Simplified corporate mobility into and out of Barbados
- Simple winding up provisions
- Ease of organisation with no minimum capital requirements
- Corporate directorship and secretary permitted with certain restrictions
- Provision for redeemable quotas and for pre-incorporation contracts
- An ISRL may purchase, redeem or otherwise acquire quotas issued by it, subject to solvency test
Establishing an ISRL
The fee for Articles of Organisation is approximately US$400. A certificate of organization is issued by the Registrar, on filing of the organisational documents.
An application for an ISRL licence may be made immediately after filing Articles of Organisation and the society can commence business in Barbados after receipt of its ISRL licence. This licence must be renewed annually.
- An ISRL licence must be renewed annually on or before December 31.
- Annual licence fee of US$500
- Audit requirement where the gross assets and revenues of the SRL exceeds the statutory threshold of US$2,000,000
- Financial statements are to be filed with the regulatory authorities
- Annual return to be filed by January 31 of each year
Click here for the International Societies with Restricted Liability Regulations.
Application and Annual Forms for SRL licences are available here.