- Only a licensed St Lucia registered agent can incorporate an IBC, so every document goes through the agent’s due diligence, not straight to the Registry.
- Each director, shareholder and beneficial owner needs a certified passport, proof of address and usually a CV or reference; corporate shareholders need their own corporate documents.
- The agent also expects a clear business description, an explanation of source of funds and wealth, the Memorandum and Articles, and the statutory declaration required by section 5A of the IBC Act.
- After incorporation the company’s registers are kept at the registered agent, and a shareholder and beneficial owner return is due to the agent by 15 February each year.
- Saint Lucia does not licence forex business, so the objects clause and any legal opinion must be worded carefully before you approach MetaQuotes.
- A broker or prop firm needs a second, separate pack for MetaQuotes: around 10 items, including good standing, physical address, a compliant website, a bank reference and SumSub checks.
Short answer: what you need to open a St Lucia IBC
To open an International Business Company (IBC) in Saint Lucia you need four groups of documents: identity and address evidence (KYC) for every director, shareholder and ultimate beneficial owner (UBO); a description of what the company will do and where its money comes from; the constitutional documents (Memorandum and Articles of Association); and the statutory declaration required by section 5A of the International Business Companies Act, Cap. 12.14. Once the company exists, the registered agent keeps its registers of directors, shareholders and beneficial owners.
You do not send any of this to the government yourself. Under section 4(1) of the IBC Act, only a registered agent licensed under the Registered Agent and Trustee Licensing Act (RATLA, Cap. 12.12) can incorporate an IBC. The agent carries out anti-money-laundering checks on you, prepares the filing and lodges it with the Registry of International Business Companies, which is operated by Pinnacle St. Lucia, a government-owned entity.
If the IBC will run a forex brokerage or a prop trading firm on MetaTrader 5, plan for a second document pack that MetaQuotes asks for after incorporation. We cover both in this guide, and the MetaQuotes side in more depth on our MetaQuotes requirements page.
Who asks for the documents and why
Three parties will look at your paperwork, each for a different reason:
- The registered agent. As a licensee supervised by the Financial Services Regulatory Authority (FSRA), the agent must know who owns and controls every company it forms. It decides what to accept, and its compliance team can ask for more.
- The Registry of IBCs. The Registry receives the Memorandum and Articles and the statutory declaration, checks the name and issues the Certificate of Incorporation. It does not interview you directly.
- Banks, payment providers and MetaQuotes. After incorporation, every counterparty runs its own checks and expects up-to-date corporate documents, not just the certificate.
Since the IBC (Amendment) Act No. 2 of 2022 added compliance monitoring (Part 1A), agents have become stricter about missing or out-of-date documents: their own licence is on the line.
| Document group | Who provides it | Who checks it | When |
|---|---|---|---|
| KYC for directors, shareholders, UBOs | Each person (or corporate shareholder) | Registered agent | Before incorporation |
| Business description / plan | Founder | Registered agent | Before incorporation |
| Source of funds and source of wealth | UBOs | Registered agent (later banks) | Before incorporation |
| Name proposal | Founder | Agent and Registry | Before filing |
| Memorandum and Articles | Prepared by the agent from your instructions | Registry | At filing |
| Statutory declaration (s.5A(2)) | Signed for the incorporation | Registry | At filing |
| Registers of directors, members, beneficial owners | Kept by the agent | Agent, Registry on inspection | From incorporation onwards |
| MetaQuotes document pack | Company, agent, bank, lawyer | MetaQuotes | After incorporation |
KYC for directors, shareholders and beneficial owners
A St Lucia IBC needs at least one director under the model articles, with no requirement for a local director, and at least one shareholder. Both can be the same person. Whoever fills these roles, plus anyone who ultimately owns or controls the company, goes through the agent’s customer due diligence (CDD).
Individuals
For each individual director, shareholder or UBO, agents typically ask for:
- Passport copy, certified by a lawyer, notary, accountant or similar professional; some agents also accept a second photo ID.
- Proof of residential address, usually a utility bill or bank statement no more than about three months old, also certified.
- A CV or short professional profile, especially for a financial services company, so the agent can see the person has relevant experience.
- A bank or professional reference letter, which many agents still request for higher-risk activities.
Certification rules differ between agents. Some accept a certified copy in English only; others ask for an apostille when the certifier is outside the Commonwealth. Ask before you have anything certified, because redoing certifications is the most common cause of delay.
Corporate shareholders or directors
If another company holds the shares, the agent looks through it to the people behind it. Expect to provide its certificate of incorporation, constitutional documents, a recent certificate of good standing or incumbency, its register of directors and shareholders, a board resolution approving the investment, and full KYC on its own directors and UBOs.
Nominees
Where a nominee director or shareholder is used, the beneficial owner still goes through full KYC and is recorded in the beneficial owner information. MetaQuotes later asks for nominee support documents alongside the register of shareholders.
| Role | Core KYC | Usually added for a broker or prop firm |
|---|---|---|
| Director (individual) | Certified passport, proof of address | CV, professional or bank reference |
| Shareholder (individual) | Certified passport, proof of address | Source of funds explanation |
| UBO (25% or control) | Certified passport, proof of address | Source of wealth evidence, CV |
| Corporate shareholder | Certificate of incorporation, constitution, good standing, registers | Board resolution, KYC on its own UBOs |
| Nominee director/shareholder | Provided by the nominee service | Nominee agreement, declaration of trust |
Business description and source of funds
Business description
A one- or two-page description is usually enough. It should cover the activity in plain words, the countries where clients will be located, expected clients (retail, professional or only the founders’ own capital), how the company will earn revenue, and whether any licence is held or planned elsewhere.
Be specific: vague wording such as “general trading and consulting” causes problems later, because MetaQuotes and banks compare your description with your Memorandum, website and legal opinion.
Source of funds and source of wealth
Source of funds explains where the money that will be put into the company comes from. Source of wealth explains how the UBO built their overall wealth. Agents and banks commonly ask for:
- a signed declaration describing the origin of funds;
- recent personal bank statements showing the funds;
- supporting evidence such as an employment contract, payslips, a sale agreement, dividends from another company or a tax return;
- for a corporate shareholder, its latest financial statements.
A company that will handle trading is treated as higher risk than a holding company, so expect more questions.
Memorandum and Articles: name, objects and structure
The Memorandum and Articles of Association are the documents the agent files with the Registry under section 4 of the IBC Act. You do not draft them from scratch; the agent prepares them from your instructions. What you must decide and supply is:
- The company name. It must end with “International Business Company” or “IBC” (section 10(11)). Have two or three alternatives ready in case the first choice is taken.
- The objects. Say what the company is formed to do. For a brokerage or prop firm, this is the most important clause in the whole file, because MetaQuotes wants the activities shown in the company’s documents.
- Share structure. The number and classes of shares, and who holds them.
- First director(s). The model articles require at least one director.
A word of caution on the objects clause. The Registry’s own FAQ states that “Saint Lucia does not currently regulate or licence Forex Trading or Binary Options business,” and the FSRA has warned that forex business is not licensed in Saint Lucia. An IBC can be formed for trading of financial instruments, but it cannot describe itself as licensed or regulated in Saint Lucia. How the objects are worded, and whether your clients’ countries require a licence, are legal questions. We are not a law firm, and we recommend a legal opinion before you rely on any wording.
Only the Memorandum and Articles, the registered agent and the registered office are on the public record. The names of shareholders and directors are not published by the Registry.
The statutory declaration and substance rules
For IBCs incorporated from 1 January 2019, section 5A of the IBC Act adds a document many founders have not heard of: a statutory declaration under section 5A(2). It confirms compliance with the requirements of the Money Laundering (Prevention) Act, the Anti-Terrorism Act and the Income Tax Act. The agent usually prepares the wording; you need to understand it, because you are confirming facts about the company and its owners.
Section 5A(3)(b) links post-2019 IBCs to substance: adequate employees, operating expenditure and investment or capital in proportion to the activity. You will not be asked to prove substance with a document at incorporation in the same way as a passport, but the business description should be realistic about where staff, management and operations will sit.
Post-2019 IBCs are also tax resident in Saint Lucia. The Registry FAQ states that from 1 July 2021 “all IBCs became subject to income tax and must file annual tax returns.” After incorporation the company registers with the Inland Revenue Department, so keep the certificate and constitutional documents handy for that step. Current tax rates are something to confirm with a local tax adviser rather than rely on online summaries.
Let us collect, check and file the documents for you
Most delays in St Lucia formations are not legal problems; they are document problems: a proof of address that is too old, a certification the agent cannot accept, an objects clause that later conflicts with the MetaQuotes application. That is the work we take off your hands.
What we do for brokers and prop firms:
- send you one checklist covering both the incorporation documents and the MetaQuotes pack, so nothing is collected twice;
- pre-check your KYC, business description and source of funds before they reach the agent;
- form your Saint Lucia IBC through licensed registered agents, with objects suited to trading of financial instruments;
- arrange the legal opinion, incumbency or good standing, physical address and nominee services where you need them;
- prepare the MetaQuotes document pack and help with the bank reference letter and website checklist.
Incorporation by the agent is typically 3–5 business days after due diligence is cleared, and the follow-up items usually take around a week more. We do not represent MetaQuotes and cannot promise its decision, but we make sure your file is complete and consistent.
Send your questions to info@stluciacompany.com, use our contact form, or compare what each option includes on the packages page.
Registers and documents you receive after incorporation
Once the Registry approves the filing, you should receive a corporate kit from the agent. Check that it includes:
- the Certificate of Incorporation (issued under sections 5 and 6 of the IBC Act);
- the filed Memorandum and Articles of Association;
- the register of directors and the register of members (shareholders);
- beneficial owner information held by the agent;
- first board resolutions, including the appointment of officers and the issue of share certificates;
- share certificates for each shareholder.
The registers are kept at the registered agent in Saint Lucia. The company must keep a registered agent and a registered office in Saint Lucia at all times (sections 38 and 39). Each year, a shareholder and beneficial owner return is due to the agent by 15 February, and the agent reports non-filers by 31 March; a company that does not comply can be struck off. The annual Registry fee is due by 15 January, with penalties from 15 February, as set out on the Registry’s fee schedule.
When a director or shareholder changes, update the registers at once: MetaQuotes and banks always ask for current ones.
The extra MetaQuotes document pack
If the IBC is meant to operate MetaTrader 5, incorporation is only half the paperwork. MetaQuotes sells MT5 licences only, directly to companies set up for trading of financial instruments, online forex or brokerage and financial services. MetaQuotes’ own guide to starting a brokerage puts “a registered company, with the relevant business activities registered” and a corporate bank account at step one. Based on our clients’ experience, the pack it asks for looks like this:
| # | MetaQuotes item | Where it comes from |
|---|---|---|
| 1 | Certificate of Incorporation | Corporate kit |
| 2 | Certificate of Good Standing or Incumbency (if the company is over 6 months old) | Registered agent |
| 3 | Register of Directors | Registered agent |
| 4 | Register of Shareholders, showing UBOs (plus nominee support documents) | Registered agent / nominee service |
| 5 | Proof of registered address | Registered agent |
| 6 | Proof of physical address (utility bill, corporate document or certified confirmation letter) | Office provider |
| 7 | Domain ownership and a compliant website | Company |
| 8 | Confirmation of activities (Memorandum, or a legal opinion / representation letter) | Agent or lawyer |
| 9 | Corporate bank reference letter addressed to MetaQuotes (or a certified statement) | Bank or payment institution |
| 10 | SumSub verification of the signatory and UBO | Each person, online |
Three items cause most of the rework. The physical address must be a real operating address, not just the registered office. The website must show the company name, registered and physical addresses, an email or contact form and a phone number, a risk warning and a jurisdiction disclaimer; see our website requirements guide. And the bank reference letter depends on having a corporate account, which itself needs the corporate kit above.
Licence tiers are based on the number of real accounts: Entry (1,000), Standard (25,000) and Enterprise (200,000). The first payment covers three months of licence fees. Whatever we prepare, the decision is MetaQuotes’ alone.
Step by step: the order to collect everything
Collecting documents in the right order saves weeks. This is the sequence we use for clients:
- Decide the structure. Who will be director, shareholder and UBO, whether a nominee is needed, and what the company will do.
- Get certified KYC. Passport and proof of address for each person, certified in a form the agent accepts. Add CVs and references.
- Write the business description and prepare source of funds and source of wealth evidence.
- Choose the name with two backups, ending in “IBC” or “International Business Company”.
- Agent due diligence. The registered agent reviews the file and may ask follow-up questions.
- Sign the statutory declaration and approve the Memorandum and Articles, including the objects clause.
- Filing and incorporation. The agent files with the Registry and receives the Certificate of Incorporation.
- Collect the corporate kit and check the registers, resolutions and share certificates.
- Register for tax with the Inland Revenue Department and open a corporate bank or payment account.
- Build the MetaQuotes pack: physical address, website, legal opinion, bank reference and SumSub.
Steps 2 to 4 can run in parallel. The full formation route is described on our St Lucia company formation page.
Sources
- Registry of International Business Companies (Pinnacle St. Lucia), FAQ: saintluciaifc.com/faq
- International Business Companies Act, Cap. 12.14 (PDF): saintluciaifc.com
- IBC legislation and amendments: saintluciaifc.com/legislation
- Registry fee schedule and deadlines: saintluciaifc.com/fee-schedule
- Financial Services Regulatory Authority, About us: fsrastlucia.org
- FSRA warning notice on forex business: fsrastlucia.org
- MetaQuotes, How to start a brokerage business: metatrader5.com
- MetaTrader 5 licence tiers: metatrader5.com/en/brokers/buy
This guide is general information, not legal or tax advice. stluciacompany.com is not a law firm and is not affiliated with MetaQuotes Ltd.
Frequently asked questions
What documents do I need to open a company in St Lucia?
You need certified KYC (passport and proof of address) for every director, shareholder and beneficial owner, a business description, source of funds and wealth evidence, and instructions for the Memorandum and Articles. A statutory declaration under section 5A of the IBC Act is also signed for the filing. The registered agent tells you its exact certification rules.
Can I incorporate a St Lucia IBC myself without an agent?
No. Section 4(1) of the IBC Act allows only a registered agent licensed under RATLA to incorporate an IBC. The agent also has to act as the company’s registered agent and provide its registered office in Saint Lucia for as long as the company exists.
How many directors and shareholders does a St Lucia IBC need?
At least one director under the model articles and at least one shareholder, and the same person can hold both roles. There is no requirement for a local director, and directors and shareholders can be of any nationality, subject to the agent’s due diligence.
Do my documents need an apostille?
It depends on the agent and on who certifies them. Many agents accept copies certified by a lawyer, notary or accountant, while some ask for an apostille when the certifier is outside the Commonwealth. Confirm the format before you certify anything to avoid doing it twice.
Are shareholder names public in Saint Lucia?
The public record covers the Memorandum and Articles, the registered agent and the registered office. Registers of directors, shareholders and beneficial owners are kept by the registered agent and are not published by the Registry, although authorities can access them.
What is the statutory declaration for a St Lucia IBC?
It is a declaration required by section 5A(2) of the IBC Act for IBCs incorporated from 1 January 2019. It confirms compliance with the Money Laundering (Prevention) Act, the Anti-Terrorism Act and the Income Tax Act. The agent normally prepares the wording for signature.
Do I have to prove source of funds to form an IBC?
In practice, yes. Agents must understand where the company’s money and the owner’s wealth come from, and they usually ask for a declaration backed by bank statements or documents such as payslips, sale agreements or dividends. Companies that will handle trading are treated as higher risk, so more evidence is common.
Can a St Lucia IBC say it is a licensed forex broker?
No. The Registry states that Saint Lucia does not currently regulate or licence forex trading, and the FSRA has warned that documents claiming forex registration or licensing with it are false and misleading. Whether your clients’ countries require a licence is a legal question for a qualified lawyer.
What registers does a St Lucia IBC keep?
The company keeps a register of directors and a register of members (shareholders), and beneficial owner information is held by the registered agent. Every year a shareholder and beneficial owner return is due to the agent by 15 February. Keep the registers current, because MetaQuotes and banks ask for them.
How long does incorporation take once documents are ready?
In our experience, the agent typically completes incorporation within 3–5 business days after due diligence is cleared. Extra items such as a legal opinion, incumbency, physical address or nominee services usually take around another week. There is no official published timeline, so treat these as estimates.
What extra documents does MetaQuotes ask for after incorporation?
Based on our clients’ experience, about 10 items: certificate of incorporation, good standing or incumbency, registers of directors and shareholders, proof of registered and physical address, domain and website, confirmation of activities, a bank reference letter and SumSub checks. See our MetaQuotes requirements page for details. We cannot promise MetaQuotes approval.
Can you prepare all of these documents for me?
Yes. We form St Lucia IBCs through licensed registered agents, pre-check your KYC and business description, and prepare the MetaQuotes document pack. Write to info@stluciacompany.com or use the contact page, and see the packages page for what each option includes.