Skip to main content

Foundation Act

This document has been provided by the
International Center for Not-for-Profit Law (ICNL).

ICNL is the leading source for information on th e legal environment for civil society and public
participation. Since 1992, ICNL has served as a resource to civil society leaders, government
officials, and the donor community in over 90 countries.

Visit ICNL’s Online Library at
http://www.icnl.org/knowledge/library/index.php
for further resources and research from countries all over the world.

Disclaimers Content. The information provided herein is for general informational and educational purposes only. It is not intended and should not be
construed to constitute legal advice. The information contai ned herein may not be applicable in all situations and may not, after the date of
its presentation, even reflect the most current authority. Noth ing contained herein should be relied or acted upon without the benefit of legal
advice based upon the particular facts and circumstances pres ented, and nothing herein should be construed otherwise.
Translations. Translations by ICNL of any materials into other languages are intended solely as a convenience. Translation accuracy is not
guaranteed nor implied. If any questions arise related to the accuracy of a translation, please refer to the original language official version of
the document. Any discrepancies or differences created in the tr anslation are not binding and have no legal effect for compliance or
enforcement purposes.
Warranty and Limitation of Liability. Although ICNL uses reasonable efforts to include ac curate and up-to-date information herein, ICNL
makes no warranties or representations of any kind as to its a ccuracy, currency or completeness. You agree that access to and u se of this
document and the content thereof is at your own risk. ICNL discl aims all warranties of any kind, express or implied. Neither ICNL nor any
party involved in creating, producing or delivering this document shall be liable for any damages whatsoever arising out of access to, use of
or inability to use this document, or any e rrors or omissions in the content thereof.

ANGUILLA

ANGUILLA FOUNDATION ACT, 2008

Published by Authority

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

ANGUILLA FOUNDATION ACT, 2008

TABLE OF CONTENTS
Part 1
PRELIMINARY

SECTION
1. Interpretation
2. Applicable law
Part 2
ESTABLISHMENT OF A FOUNDATION
3. Establishment of foundation
4. Requirements of declaration of establishment
5. Purposes of foundation
6. Language of declaration of establishment
7. Amendment of declaration of establishment
8. By-laws
9. Foundation name
10. Reservation of name
11. Change of name
12. Assets
13. Registration of foundation
14. Deposit of foundation documents
15. Acquisition of legal personality of
foundation
16. Notice of change of registered or deposited particulars
Part 3
THE BODIES OF THE FOUNDATION
17. Registered agent
18. Registered agent ceasing to act for foundation
19. Foundation Council
20. Duties and obligations of Foundation Council
21. Duty of care of Foundation Council members
22. Indemnification
23. Limitation of liability
24. Capacity of Foundation Council to bind foundation
25. Information concerning foundation
26. Meetings of Foundation Council
27. Removal and appointment of Foundation Council members
28. Judicial removal of Foundation Council members
29. Secretary

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

30. Register of Foundation Council and Secretary
Part 4
THE GUARDIAN
31. Appointment of guardian
32. Duties and powers of guardian
Part 5
DISPUTED RIGHTS
33. Exclusion of foreign law
34. Restriction against alienation
35. Enforcement of terms
36. Forfeiture of benefits
Part 6
ACCOUNTS & RECORDS
37. Accounts and records
Part 7
CONTINUANCE OF FOUNDATIONS
38. Continuance in Anguilla
39. Articles of continuance
40. Certificate of continuance
41. Preservation of foundation
42. Continuance in foreign jurisdiction
43. Conditions applicable to c ontinuance in foreign juris
d
iction
44. Discontinuance and effect
Part 8
IRREVOCABILITY AND DISSOLUTION
45. Foundation to be irrevocable
46. Dissolution
47. Voluntary dissolution
48. Dissolution by High Court
49. Striking off
50. Appeal
51. Restoration of name to Register or to schedule of dep o

sited foundations
52. Distribution of assets
Part 9
EXEMPTION FROM TAXES
53. Exemption from taxes

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Part 10
REGISTRAR
54. Registrar and other officers
55. Official seal
56. Official registration or deposit number
57. Form of documents to be delivered to the Registrar
58. Certificate of good standing in case of registered foundations
59. Official confirmation in case of deposited foundations

60. Inspection of documents kept by the Registrar
61. Enforcement of duty to deliver docum en
ts or notices to the Registrar
Part 11
INSPECTIONS
62. Investigation order
63. Contents of order and copies of reports
64. Inspector’s powers
65. Hearing in camera
66. Incriminating evidence
67. Absolute privilege
Part 12
MISCELLANEOUS MATTERS
68. Compliance inspections
69. Registration and annual fees
70. Legal professional privilege
71. Powers of the High Court
72. Arbitration tribunal
73. Service of process, etc. on foundation
74. Regulations
75. Citation and commencement

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

I Assent

Governor

_________
ANGUILLA
No. 10/2008

ANGUILLA FOUNDATION ACT, 2008

[Gazetted 30 June, 2008] [Commencement: Section 75]

An Act to provide for the establishment, operation a nd regulation of foundations and for incidental and
connected purposes.

ENACTED b

y the Legislature of Anguilla

Part 1
PRELIMINARY
Interpretation
1. In this Act, unless the context otherwise requires—
“beneficiary
” means a person designated as such pursuant to th
e provisions of the declaration of establishment or
by-laws of a foundation or by any amendment thereto;
“by-laws” means the by-laws of the foundation adopt ed in accordance with the provisions of
section 8;
“Commission” means the Financial Services Commission established under section 2 of the Financial Services Comm

ission Act;
“declaration of establishment” means—
(a) in relation to a foundation established in Anguilla, a declaration of establish
ment or a
testamentary declaration of establishment in acco rdance with the provisions of section 3(2) and
any amendments to any such declaration; or
(b) in relation to an overseas foundation continuing in Anguilla, its articles of continuance and any
a
mendments to such articles;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

“deposited foundation” means a foundation in respect of which the relevant documents have been deposited
pursuant to section 14;
“dollar” or “$” means a dollar in the currency of the United States of America;
“foundation” means a foundation estab lished under this Act or continued into
Anguilla under Part 7;
“Foundation Council”, in relation to a foundation, means the person or the body of persons having the responsibilit y pursuant t

o the declaration of establishment of the foundation or section 20 of carrying out
the objectives and purposes of the foundation;
“Foundation Council member”, in relation to a foundation, me
ans a person who is a member of the Foundation
Council of the foundation;
“founder” means—
(a) any person who signs the declaration of establish m
ent establishing a foundation, acting either for
himself or on behalf of another; or
(b) in the case of an overseas foundation continued into Anguilla, the person who signed the declaration of establishment, articl e

s or any document equivalent to the declaration of
establishment or articles in the jurisdiction of the overseas foundation, acting either for himself or
on behalf of another;
“guardian”, in relation to a foundation, means the person or persons appointe d
as the guardian of the foundation
pursuant to section 31;
“incompetent” means a person in respect of whom a custodi an or c
urator has been appointed by any court having
jurisdiction, whether in Anguilla or elsewher e, in matters concerning mental disorder;
“inspector” means an inspector appointed by an order made under section 62;
“legal entity” means a foundation, corporation, limited part nership, business, trust, limit
ed liability company or
any other juridical person;
“minor” means an individual who is less than 18 years of age;
“official seal” means an official seal prepared pursuant to section 55;
“overseas foundation” m
eans a foundation establis hed in a jurisdiction ot
her than Anguilla;
“property endowment”, in relation to a foundation, me
ans the assets for the time being of the foundation;
“Register” means the Register of Foundations kept by the Registrar in comp
liance with section 13(1);
“registered address”, in relation to a registered agent, means the address of the registered agent;
“registered agent”, in relation to a foundation, means the registered agent of the foundation for the time being holding

such office pursuant to sections 17 and 18;
“registered foundation” means a f oundation registered under section 13;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

“Registrar” means the Registrar of Foundations declared pursuant to section 54;
“regulated person” means a person holding a relevant licence;
“relevant licence” means a licence issued under— (a) the Company Management Act; or
(b) the Trust Companies and Offshore Banking Act;
“relevant person”, in relation to a foundation, means— (a) the registered agent of the foundation;
(b) a former registered agent of the foundation;
(c) a subsidiary or holding company of the registered agent, or of a former registered agent, of the foundatio n;
(d)

the Secretary of the foundation; or
(e) a Foundation Council member who is resident in Anguilla and is a regulated person;
“residuary assets”, in relation to a foundation, means the assets of the foundati
on remaining after its dissolution;
“Secretary” means the person appointed to be th e secretary of a foundation
pursuant to section 29.
Applicable law
2. Every foundation shall be governed by the provisions of this Act as well as the declaration of
establish
ment of that foundation and its by-laws.
Part 2
ESTABLISHMENT OF FOUNDATION
Establishment of foundation
3. (1) One or more natural or legal persons may establish a foundation in accordance with the
provisions of this
Act.
(2) A foundation may be established by— (a) a declaration of establishment made in writing and signed by
one or more founders during their
lifetime; or
(b) a testamentary declaration of establishment ma de by
a single founder, comprised in a will as
defined in the Wills Act and complying with all formalities required by that Act and probated in
the High Court.
(3) An initial property endowment, expressed in any cu rrency of legal tender, not being of less value than

$10,000, shall—

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(a) be placed under the control of the intended registered agent on or before the date of registration
of the foundation pursuant to section 13 or the de posit of the foundation’s documents pursuant to
section 14; and
(b) become the property of the foundation upon such registration or, as the case may be, such deposit.
(4) For the purposes of this section, there shall be no requirement for separate ar ticle
s of a foundation but,
subject to section 4 and to the terms of the declaration of establishment of the foundation, provision not required
by this Act to be included in the declaration of es tablishment may be included in separate articles of the
foundation.
(5) Where a foundation established pursuant to paragr aph (2)(b) can
not be registered or its documents
deposited within a reasonable period of time after the death of the testator, any interested person may apply to
the High Court for the appointment of a temporary receiver of the initial property endowment referred to in
subsection (3), who shall be responsible—
(a) for applying to the Registrar for the entry of the foundation on the Register, pursuant to section 13, or deposit ing the declaration of establishment with

the Registrar pursuant to section 14, when
probate of the will has been granted;
(b) for carrying out the declaration of establishm ent and administering the propert
y endowment until
the Foundation Council is appointed; and
(c) if necessary, for appointing the Foundation Council.
(6) The temporary receiver—
(a) shall be entitled to reimbursement for his proper charges and expenses, which shall be deter
mined
by the High Court; and
(b) may be removed by the High Court as s oon as the foundation acquires legal personality.
Requirements of declaration of establishment
4. (1) A declaration of establishment shall include the particulars specified in subsection (2).

(2) The particulars referred to in subsection (1) are as follows—
(a) the name of the foundation;
(b) the initial property endowment referred to in section 3(3) accom
panied by a certified
confirmation, by the person designated as the regist ered agent of the foundation, that such initial
endowment of property is readily available to the foundation and will be vested in or under its
legal control immediately upon the foundation’s acquisition of legal personality pursuant to
section 15;
(c) the name and address of the founder or founders, but, if at any time the founder’s rights are assigned, any assignee of the founder’ s r

ights shall be deemed to be a founder for the purposes of
section 16;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(d) the full names and addresses of the Foundation Council members;
(e) the name and address of the registered agent;
(f) the name and address of the Secretary, if any;
(g) the name and address of the guardian, if any;
(h) the purposes of the foundation;
(i) provisions, if any, for the designation of beneficiaries;
(j) the names and addresses of any designated beneficiaries;
(k) provisions, if any, for the exercise of powers otherwise than by the Foundation Council;
(l) the method of appointing and changing Foundation Council members;
(m) provisions concerning the making of by-laws and their amendment;
(n) provisions concerning any power to amend the declaration of establishment of the foundation;
(o) provisions concerning the application of the foundation’s property endowment in the event of the
dissolution of

the foundation;
(p) provisions concerning the term of the foundation an d
whether such term shall be for a definite or
indefinite period of time.
(3) Subject to the provisions of this Act, the decl aration of establishm
ent of a foundation may, in addition
to the particulars specified in subsection (2)—
(a) provide for the appointment, removal and term of office of the auditor, if any;
(b) provide for the appointment and removal of its guardian for the m
aintenance of the objectives and
purposes of the foundation;
(c) specify the duties, functions, powers and rights (i ncluding rights
to remuneration) of its guardian,
if appointed;
(d) provide for the appointment of persons to act by po
wer of attorney or otherwise to carry out
particular duties on behalf of the foundation;
(e) provide for the transfer to the foundation of supplementary
assets in addition to the initial assets;
(f) specify any named beneficiary; and
(g) make any other lawful provision that th e founder or founders m
ay deem appropriate.
Purposes of foundation
5. (1) Subject to subsection (2) and the terms of its declaration of establish
ment, a foundation may be
established for any purposes which are capable of fulfilmen t and are not unlawful, immoral or contrary to public

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

policy.
(2) The purposes for which a foundation may be formed shall not include— (a) the carrying out of any activity prohibited from being carried on, in or from
within Anguilla; and
(b) any financial services business, unless and until such licence
as may be required to conduct such
financial services business has been granted.
(3) A foundation may, in the course of the management of its assets, do all such t
hings as are necessary
for the proper administration of its assets including, but not limited to, buying and selling of such assets and
engaging in any other acts or activities which are not prohibited under any law of Anguilla.
(4) In this section, the expression “financial servi ces bu
siness” shall have the meaning assigned to it in
the Financial Services Commission Act.
Language of declaration of establishment
6. The declaration of establishment of a foundation and any
amendment thereto may be written in any
language but, where such declaration is not written in the English language, it must include a certified translation
into the English language.
Amendment of declaration of establishment
7. (1) Any amendment to the declaration of establishment of a foundation, when permitted, shall be
made in acco
rdance with the pr ovisions of subsection (2).
(2) The declaration of establishment of a foundation established pursuant to section 3(2)(a) may, subject
to the terms of that declaration of estab lish

ment, be amended or revoked in writing—
(a) in the case of a foundation established by one fo under,
by the founder during his lifetime; or
(b) in the case of a foundation established by 2 or more founders, by the founders jointly during their joint lifetim es;
if such right i

s personal to the founder or, as the case may be, the founders and is non-assignable.
By-laws
8. (1) A foundation established under this Act may a dopt
by-laws, and such by-laws may include
regulations—
(a) concerning distributions or a pplications of
property endowment;
(b) naming beneficiaries, defining classes of beneficiar ies
or providing for additional beneficiaries of
the foundation;
(c) providing for the identification of the residual beneficiary on a dissolution of the foundation;
(d) providing guidelines, policies and pr ocedures for the Foundation C
ouncil; or
(e) providing for any other lawful matter comp atible with the purposes of the Foundation.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(2) Any such by-laws shall be in writing and shall be signed by at least one Foundation Council member.
(3) The Foundation Council of a foundation may, subject to the terms of the declaration of establishment
of the founda tion, am

end or replace the by-laws of the foundation.
Foundation name
9. (1) The name of a foundation—
(a)
must end with—
(i) the word “Foundation” or its abbreviation “Fdn.”, or
(ii) the foreign language equivalent of the wo rd “Foundation” or its recognised abbreviation i
n
that language;
(b) may contain the name of a founder or Foundation Council member;
(c) must not be the same as or similar to the na me
of any other legal entity registered or deposited
under the laws of Anguilla or reserved under this or any other Act, unless such other legal entity
consents in writing to the use of that name; and
(d) must not be a name prohibited by regulations ma de by under th
is Act or by any other law in force
in Anguilla.
(2) Notwithstanding subsection (1) and subject to the approval by the Registrar, one or more words, or an
abbreviation thereof that, in the opinio n

of the Registrar, denote in a jurisdiction other than Anguilla the
existence of an entity having the characteristics of a founda tion, may be used in place of the word or words or
abbreviation specified in that subsection.
(3) Where any word or its abbreviation approved by th
e Registrar under subsection (2) is used in the
name of a foundation, such word or abbreviation shall be placed in such position within the name of the
foundation as the Registrar may direct.
Reservation of name
10. (1) The exclusive right to the use of a name may be reserved by—
(a)
any person intending to establish a foundation under that name;
(b) any foundation that proposes to change its name to that name; or
(c) any overseas foundation, by wh atever name
called, intending to continue under this Act as a
foundation having that name.
(2) The reservation of a specified name shall be made by
filing with the Registrar an application executed
by the applicant in the prescribed form specifying the name to be reserved.
(3) If the Registrar approves the name and determines that it is available for use by such foundation, the
Registrar shal l reserve the

name for the exclusiv e use of the applicant for a period of 120 days.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(4) A name reserved under subsection (3) may, by application made under subsection (2), be reserved for
successive periods of 120 days.
(5) The prescribed fee shall be paid— (a) upon the filing of an application to reserve a name
under subsection (2); and
(b) upon the filing of each application to renew the reservation of a name under subsection (4).
Change of n
ame
11. (1) Subject to the terms of its declaration of establishment and to the provision
s of section 9, a
foundation may, by resolution of its Foundation Council, amend its declaration of establishment to change its
name at any time.
(2) Where a foundation is established or continued, or changes its name to a name that—
(a) is reserved for another entity under section 10;
(b) does not comply with section 9; or
(c) is, in the opinion of the Registrar, for any other reason objectionable;
the Registrar may, by serving a written notice on the foundation, direct it to change its name
within such period
of time as he may stipulate.
(3) If a foundation which has been served a notice purs ua
nt to subsection (2) does not change its name to
a name that complies with section 9 within such time as th e Registrar specifies in that notice, the Registrar—
(a) may assign a new name to the foundation; and
(b) shall enter such assigned name in the Register or, as the case may
be, in the schedule of deposited
foundations maintained under this Act.
(4) Where the name of a foundation has been cha nged, pursuant to this section, the Registrar
must—
(a) in the case of a registered foundation, issue a certificate of registr a
tion on change of name to the
foundation; and
(b) in the case of a deposited foundation, issue a certificate of deposit on change of name to the foundatio n;
specify

ing the new name and the reason for the change of name.
(5) After the issue to a foundation of a certificate of registration on
change of name under paragraph
(4)(a) or a certificate of deposit on change of name under paragraph (4)(b), any other foundation (except one
already registered under the former name) that uses the fo rmer name of the foundation commits an offence and is
liable to such penalty as may be prescribed by regulations.
Assets
12. Where a person contributes assets as property endowment of a foundation, such assets shall—

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(a) irrevocably become assets of the foundation upon the vesting of such assets in the foundation;
and
(b) cease to be assets of the contributor.
Registration of foundation
13. (1) The Registrar shall maintain a Register of Foundations.

(2) Unless section 14(1) applies to a foundation, the re gistered agent of the founda
tion shall apply to the
Registrar to enter the name of the foundation on the Register.
(3) For the purpose of registering a foundation under this Act, the
declaration of establishment of the
foundation shall be delivered to the Registrar together with the prescribed fees.
(4) If the Registrar is satisfied that all the requirements of this Act in respect of the registration of a
foundatio
n have been complied with, he shall register on the Register the declaration of establishment delivered
to him.
(5) Upon the registration of the declaration of establishment, the Registrar shall— (a) allocate to the foundation a registration number in accordance with section 56(1);
(b) issue to the registered agent a certificate of registration in respect of the foundation stating—

(i) the date of registration of the foundation,
(ii) the name of the foundation, and
(iii) the registration number of the foundation; and
(c) issue to the registered agent an extract of the declaration of establishment of the found
ation
stating—
(i) the full names and addresses of the Foundation Council members,
(ii) the name and address of that registered agent,
(iii) the purposes of the foundation, and
(iv) the initial property endowment of the foundation.
(6) Each certificate of registration shall be signed and sealed by the Registrar.
(7) The certificate of registration shall be conclusive evid ence of the registration of t
he foundation.
Deposit of foundation documents
14. (1) The Foundation Council may decide not to register a foundation, not being a foundation that has
a co
mmercial purpose, and in any such case the declarati on of establishment of the foundation must be deposited
by the registered agent with the Registrar together with the prescribed fees, and the Registrar shall record such
declaration of establishment in a schedule of deposited foundations.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(2) If, upon such deposit, the Registrar is satisfied that all the requirements of this Act in respect of the
deposit of the declaration of establishment of the foun dation have been complied with, the Registrar shall—
(a) allocate a deposit number to the founda tion in accordan
ce with section 56(2); and
(b) issue to the registered agent a certificate of deposit stating—
(i) the date of deposit of the declaration of establishment of the foundation,
(ii) the name and deposit num ber of the foundation, and

(iii) the name and address of the registered agent.
(3) In such case, the Registrar shall onl y
disclose information on the foundation—
(a) as provided for in section 59;
(b) upon an order of the High Court; or
(c) upon a written request from the Commission or any other body duly authorised under any other enact ment.

(4) For the avoidance of doubt, any foundation to which subsection (1) does not apply, including any
foundation that has a co mmerci

al purpose, must be registered pursuant to section 13(2).
Acquisition of legal personality of foundation
15. (1) A foundation shall, from the date of its regist ration pursuant to section 13 or, as t
he case may be,
the date of acceptance of its deposit pursuant to section 14, have the status of a separate and independent legal
person in its own right.
(2) A foundation shall be invalid and unenforceable— (a) if it is not registered pursuant to section 13 or deposited pursuant to section 14;
(b) in the case of a registered foundation, if it has been struck off the R
egister; or
(c) in the case of a deposited foundation, if it has been struck
off the schedule of deposited
foundations pursuant to section 46 or 49.
Notice of change of registered or deposited particulars
16. (1) Where the declaration of establishment of a f oundation is am
ended or a change occurs in any of
the particulars specified in section 4(2)—
(a) the foundation shall, within 14 days of the amen dm
ent or occurrence of such change or within 14
days of becoming aware of such amendment or oc currence, file or deposit with the Registrar a
notice, signed by the registered agent, containi ng details of the amendment or change, together
with the prescribed fees; and
(b) the Registrar shall—

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(i) in the case of a registered foundation, retain such notice and file it in the Register, and
(ii) in the case of a deposited foundation, retain such notice, cancel the certificate of deposit and
issue to the registered ag ent a new c

ertificate of deposit indicating such amendment or
change.
(2) Where such amendment constitutes a change of na me of a registered foundation, t
he Registrar must
issue a new certificate of registration indicating the change of name.
(3) Any amendment of the declaration of establishmen t of a foundation
and any change in the particulars
specified in section 4(2) shall come into effect—
(a) in the case of a registered foundation, from the date when notice of the such amendment or change has been filed in the Register; an d
(b)

in the case of a deposited foundation, from the date on which the Registrar issu
es to the registered
agent the new certificate of deposit indicating such amendment or change.
(4) Any interested person or the Registrar may apply to the High Court for an order to require a
foundation to com p

ly with subsection (1 ), and the High Court may so order an d make any further order it thinks
fit.
Part 3
THE BODIES OF THE FOUNDATION
Registered agent
17. (1) Every foundation shall, at all tim es, hav
e a registered agent in Anguilla.
(2) The registered agent must be a regulated person.
(3) The first registered agent of every foundation sha ll be as spe
cified in the declaration of establishment
of that foundation.
(4) A foundation may change its registered agent by f iling a notice for that purpose i
n the prescribed form
with the Registrar.
(5) The change of the registered agent takes eff ect upon the notice be
ing registered or deposited by the
Registrar.
(6) If the registered agent ceases to be a regulated person, the foundation
shall, within 14 days of
beco m

ing aware of that fact, change its registered agent to a person who is a regulated person.
(7) If, pursuant to a notice given under section 18, a person ceases to act as the
registered agent of a
foundation, the foundation shall appoint a new registered agent immediately upon the effective date of the first
mentioned registered agent ceasing to so act.
(8) If a person ceases to act as the registered agen t of a foundation fo
r any other reason, the foundation
shall, within 14 days of becoming aware that the pers on concerned has ceased to act as its registered agent,
change that registered agent to anot her person who is a regulated person.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(9) A foundation that contravenes subsections (6), (7) or (8) commits an offence and is liable to such
penalty as may be prescribed by regulations.
(10) Subject to subsection (11), a person who, not being a regulated person, acts as the registered agent of
a foundation, co

mmits an offence and is liable to su ch penalty as may be prescribed by regulations.
(11) If a person who acts as the registered agent of a foundation ceases to
hold a relevant licence, he does
not commit an offence under subsection (10) if, upon ceasi ng to hold such licence, he forthwith notifies the
foundation that he is no longer a regulated person and that the foundation must change its registered agent in
accordance with subsection (6).
Registered agent ceasing to act for foundation
18. (1) If the registered agent of a foundation intends to ce ase to act as its register
ed agent, he must give
not less than 30 days written notice of his intention to do so in accordance with subsection (2).
(2) A notice given under subsection (1) must be sent to any Foundation
Council member at the address of
the Foundation Council member last known to the registered agent.
Foundation Council
19.
(1) A foundation shall, at all times, have a F oundation
Council, whose duties and responsibilities
shall be set out in the declaration of establis hment of the foundation or in its by-laws.
(2) The Foundation Council may comprise one or mo
re persons, whether corporate entities or
individuals.
(3) No person shall be a Foundation Counc il memb
er of a foundation if the person is—
(a) a minor; or
(b) an incompetent; or
(c) the guardian of the foundation; or
(d) disqualified from being—
(i) a Foundation Council member of a foundation under this Act, or
(ii) a director of a company under any law of Anguilla.
Duties and obligations of Foundation Council
20. (1) The Foundation Council of a foundation shall have the responsibilit
y of carrying out the
objectives and purposes of the foundation.
(2) Subject to the terms of the declaration of establishment of the foundation or its by-laws and without
prejudice to the generality

of subsection (1), the Founda tion Council shall have the following general obligations
and duties—
(a) to direct the administration of the assets of the foundation;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(b) to exercise the powers of the foundation, directly or indirectly, through the employees and agents
of the foundation;
(c) to enter into any transactions, contracts or la wful business that may
be suitable or necessary to
fulfil the purposes of the foundation;
(d) to provide information relating to the property endowment to the beneficiaries o
f the foundation
and the guardian, if any;
(e) to make distributions or applications of all or any part of the property
endowment or the income
of the foundation; and
(f) to do all such other acts as may be provided for by this Act.
Duty of care of Foundation Council members
21. (1) A Foundation Council member shall, in the exercise and discharge of his powers and duties—
(a)
act honestly and in good faith with a view to the interests of the foundation
, its beneficiaries or its
purposes; and
(b) exercise the care, diligence and skill which a reasonabl
y prudent person would exercise in
comparable circumstances.
(2) Subject to the provisions of this Act and notwithstanding any provision to the contrary in the
declaration of establish m

ent or by-laws of a foundation or in any agreement entered into by the foundation, a
Foundation Council member who commits or concurs in committing a breach of the duties imposed by
subsection (1) (hereafter referred to in this section and in sections 22 and 23 as a “breach”) is liable for—
(a) any loss or depreciation in value of the property endowment resulting from the breach; and
(b) any profit that would have accrued to the property endowment had there been no breach.

(3) A Foundation Council member may not set off a profit accruing from one breach against a loss or

depreciation in value resulting from another breach.
(4) A Foundation Council member is not liable for a breach committed by another person prior to his
appointm e

nt or for a breach committed by another Foundation Council member unless—
(a) he becomes or ought to have become aware of such breach; and
(b) he actively concurs in or conceals such breach, or fails within a
reasonable time to take proper
steps to protect or restore the property endowment or to prevent the continuance of the breach.
(5) Where 2 or more Foundation Council members ar e liable for a breach, they
are liable jointly and
severally.
(6) A Foundation Council member who becomes aware of a breach shall take all reasonable steps to
re m

edy the breach or cause the breach to be remedied.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Indemnification
22. (1) Subject to subsection (2) and to the terms of its declaration of establishment or its by-laws, a
foundation may
indemnify against all expenses, including legal fees, and against all judgments, fines and
amounts paid in settlement and reasonably incurred, in c onnection with legal, administrative or investigative
proceedings, any person who—
(a) is or was a party or is threatened to be ma de a party to any thre
atened, pending or completed
proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the
person is or was a Foundation Council memb er or guardian of the foundation; or
(b) is or was, at the request of the foundatio n, serving as a Foundation Council member, guardian
or
liquidator of, or in any other capacity is or was acting for, another foundation.
(2) Subsection (1) only applies to a person referred to in that subsection if the person acted honestly and
in good faith with a view to the interests of the foun dation and, in the case of

criminal proceedings, the person
had no reasonable cause to believe that his conduct was unlawful.
(3) The decision of the Foundation Council, with the written concurr
ence of the guardian, if any, as to
whether the person—
(a) acted honestly and in good faith and with a view to the interests of the foundation; or
(b) had no reasonable cause to believe that his conduct was unlawful;
is, in the absence of fraud, sufficien t for the purposes of this section unless a question of law is involved.

(4) The termination of any proceedings by any judg me
nt, order, settlement, conviction or the entering of
a nolle prosequi does not, of itself, create a presumption that a person—
(a) did not act honestly and in good faith with a view to the interests of the foundation; or
(b) had reasonable cause to believe that his conduct was unlawful.
(5) If any person referred to in subsection (1) has been success ful in defence of any
proceedings referred
to in that subsection, the foundation shall indemnify such person in respect of such proceedings as therein
mentioned.
(6) The High Court may relieve a Foundation Council me mb
er of liability, in whole or in part, for a
breach where it appears to the High Court that the Foundation Council member has acted honestly and
reasonably and ought fairly to be excused for the breach or for omitting to obtain the directions of the High Court
in the matter in which the breach arose.
Limitation of liability
23.
(1) The declaration of establishment of a foundatio n
or its by-laws may provide that the Foundation
Council or the Foundation Council members of the founda tion may only exercise certain powers by obtaining
prior authorisation of its guardian, if any.
(2) Where such authorisation for the exercise of a power has been dul y obtained
from the guardian of the
foundation, a Foundation Council member of that foundation is not liable for—

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(a) any loss or depreciation of the property of the foundation; or
(b) any damages or prejudice caused to the foundation;
resulting from the exercise of the power, unless the exercise of that power is a breach within the meaning of
section 21(2).
Capacity of

Foundation Council to bind foundation
24. (1) Any person dealing with a
foundation in good faith may assume that the Foundation Council of
the foundation has the power to bind the foundation or to authorise others to do so.
(2) Subject to subsection (3), subsection (1) shall not affect the right of the founda
tion or its guardian, if
any, or any Foundation Council member of the foundation to bring proceedings to restrain the doing of an act
which is beyond the powers of the Foundation Council.
(3) Subsection (1) shall not affect any liability of a Found
ation Council member or any other person who
has acted beyond his powers.
Information concerning foundation
25. (1) The Foundation Council of a foundation shall, so far as is reasonable and within a reasonable
time fro
m the date of receipt of a request in writing to that effect, provide full and accurate information as to the
nature and amount of the assets of the foundatio n and the conduct of their administration—
(a) subject to the terms of the declaration of establishment of the foundation and its by-laws— (i) to the founder of the foundation,
(ii) to the guardian of the foundation, if any, and
(iii) to any beneficiary of the foundation; or
(b) pursuant to an order of the High Court.
(2) Subject to the provisions of this Act, the term s of the declaration of establishm
ent of a foundation and
its by-laws and any order of the High Court, neither th e Foundation Council nor the guardian of the foundation
shall be required to produce and make av ailable to any person any document which—
(a) discloses their deliberations as to the manner in which the
y have exercised or have not exercised
a power or discretion or performed a duty confe rred or imposed on them or on the guardian; or
(b) relates to, or discloses the reason for, any particular exercise or non-exercise of the power or discretion or performance

or non-performance of any duty or the material on which such reason
was or might have been based.
Meetings of Foundation Council
26.
(1) Subject to the terms of the declaration of establishment or by-laws of a foundation, the
Foundation C
ouncil of the foundation shall meet at such tim es and in such manner and places within or outside
Anguilla as it may determine.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(2) A Foundation Council member of the foundation shall be deemed to be present at a meeting of the
Foundation Council if he participates in the meeting by telephone or any other electronic means and all the
Foundation Council members participating in the meeting are able to hear each other.
(3) Decisions of the Foundation Co uncil may
be taken by way of written resolutions signed by all the
Foundation Council members.
Removal and appointment of Foundation Council members
27. The removal and appointment of new or additional Foundation Council member s of a foundation shall
be effected in
accordance with the terms of the declaration of establishment and by-laws of the foundation, but
the full names and address of any Foundation Council member appointed shall be notified to the registered agent
within 14 days of his appointment and every Foundation Council member shall have a duty to notify the
registered agent of any change of his address within 14 da ys of the occurrence of such change and the provisions
of section 16 shall apply.
Judicial removal of Foundation Council members
28. (1) Where the declaration of establishment of a fo
undation or its by-laws do not provide for the right
to remove members of the Foundation Council of the foundation and the causes for such removal, the founder,
any beneficiary, the guardian, or any Foundation Counc il member of the foundation may apply to the High Court
for the removal of one or more Foundation Coun cil members, for any of the following causes—
(a) when the interest of any such Foundation Counc il mem
ber is incompatible with the interests of
the beneficiaries of the foundation or the founder or with the objectives and purposes of the
foundation;
(b) if the administration of the assets of the foundation lacks the diligence of a reasonably prudent person;
(c) if any such Foundation Council member is charged with and convicted of an indictable offence;
(d) for incapacity or inability to carry out the obj ectives of the foundation, from
the time such cause
arises; or
(e) for the insolvency of, or in the event of bankruptcy proceedings against, any Foundation Council mem

ber.
(2) Without prejudice to paragraph (1)(c), where a Foundation Council member of a foundation is
charged with an indictable offence, the High Court m

ay, while the criminal proceedings in respect of that offence
are in progress, suspend such Foundation Council member.
(3) Subject to the provisions of this Act, the High Court may
appoint a person to replace the Foundation
Council member suspended or removed.
Secretary
29. (1) Every foundation shall, unless its Foundati on Council include
s at least one person who is
permanently resident in Anguilla and is a regulated person, have a Secretary who—
(a) must be a person residing in Anguilla;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(a) must be a regulated person; and
(c) may be the registered agent of the foundation.
(2) No foundation shall have as its Secretary a person who is the sole F
oundation Council member.
(3) The Secretary of a foundation shall be responsib le to the Foun
dation Council of the foundation for the
implementation of the decisions and policies of the F oundation Council in compliance with the laws of Anguilla
and for due compliance with the provisions of this Act.
Register of Foundation Council and Secretary
30. Each foundation shall keep, at its registered address, a register
in which shall be recorded and maintained
the identification particulars of its Foundation Council members and of its Secretary, if any.
Part 4
THE GUARDIAN
Appointment of guardian
31. (1) The declaration of establishment of a foundation may provide for the appointment of a person to
be the guardi
an of the foundation.
(2) Where more than one person is appointed as th e guardian of a foundatio
n, such persons shall act
jointly unless the declaration of establishment or by-laws of the foundation provide otherwise.
(3) Subject to the terms of the declaration of est ablishm
ent or by-laws of a foundation, the guardian of
the foundation shall be appointed in the following manner—
(a) if appointed on the establishment of the foundation, by the founder;
(b) if appointed after the establishment of the foundation, by the founder or such other person as may be em

powered by the founder in the declaration of establishment or by-laws;
(c) by an outgoing guardian on his resignation; or
(d) if any case other than a case specified in paragr aph (a), (b) or (c), by the Foundation Council.
(4) A guardian of a foundation duly appointed under the terms of the declaration of establishment or the
by -laws of the foundation

and this section shall cease to be a guardian in the event of—
(a) his or its resignation;
(b) his or its removal in accordance with the terms of such declaration of establishment or by-laws;
(c) if the guardian is an individual, his death, incapacity or bankruptcy;
(d) if the guardian is a legal entity, its winding up or dissolution; or
(d) the dissolution of the foundation.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Duties and powers of guardian
32. The guardian of a foundation shall have such power s, rights an
d duties as may be specified in the
declaration of establishment and by-laws of the foundation and in this Act.
Part 5
DISPUTED RIGHTS
Exclusion of foreign law
33. (1) No foundation governed by th e laws of
Anguilla, and no transfer of property to a foundation
which is valid under the laws of Angu illa, shall be void, voidable, liable to be set aside or defective in any
manner by reference to the law of a foreign jurisdiction.
(2) The capacity of a founder of a foundation or an y ot
her person who transfers property to a foundation
shall not be questioned, nor shall any beneficiary or othe r person be subjected to any liability or deprived of any
right by reason that—
(a) the laws of any foreign jurisdiction prohibit or do
not recognise the concept of a foundation; or
(b) the transfer of property to the foundation, or any terms of its declaration of establishment or its

by-laws—
(i) avoids or defeats rights, claims or interest s conferred by
any law of a foreign jurisdiction on
any person by reason of a persona l relationship to the founder or a subsequent transfer or by
way of heirship rights, or
(ii) contravenes any rule of law or judicial or administrative order or action of a foreign jurisdiction i n

tended to recognise, protect, enfor ce or give effect to any rights, claims or
interests referred to in sub-paragraph (i).
Restriction against alienation
34. (1) Notwithstanding any rule of law or equity to the contrary, no beneficiary, object or purpose of a
foundatio
n shall have any right in specie against the property endowment of the foundation irrespective of the
nature of any right to enforce the due administration of th e foundation, and, subject to the terms of its declaration
of establishment or by-laws, any assets of the foundation av ailable for distribution to a beneficiary shall not be—
(a) capable of being alienated or passed by bankruptcy, insolvency or liquidation; or
(b) liable to be seized, sold, attached, or ot herwise ta
ken in execution by process of law.
(2) Where any of the assets of the foundation is subject ed to a restriction against alienation, the right to
derive income fro
m that property shall not be alienable for as long as that restriction remains in force.
(3) Any restriction applicable pursuant to this section may at any
time be removed in accordance with
any provisions in the declaration of est ablishment or by-laws for such removal.
Enforcement of terms
35. (1) Notwithstanding the provisions of section 34(1), any beneficiary of a foundation may enforce the
due adm
inistration of the foundation in accordance with the terms of its declaration of establishment and by-

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

laws, and any claim for such purpose shall constitute a claim in personam.
(2) For the avoidance of doubt, a claim referred to in subsection (1) shall not constitute a claim
in rem.
Forfeiture of benefits
36.
The declaration of establishment or by-laws of a foundation
may provide that any beneficiary of the
foundation shall forfeit any benefit or right un der it in the event that he challenges—
(a) the establishment of the foundation;
(b) the transfer of any assets to the foundation; or
(c) its declaration of establishment or by-laws or any provision of such declaration or by-laws. Part 6
ACCOUNTS AND RECORDS
Accounts and records
37. (1) A foundation shall keep or cause to be kept—
(a)
such accounts and records as its Foundation Council considers necessary or desirable in order to

reflect the financial position of the foundation;
(b) a copy of its declaration of establishment a nd by
-laws and any amendment or change to its
declaration of establishment or by-laws;
(c) minutes of all meetings of its Foundation Council an d
copies of all resolutions consented to by its
Foundation Council.
(2) The Secretary of the foundation or, if there is no S ecretary,
its registered agent, shall keep or cause to
be kept a register in which is recorded the identification particul ars of the Foundation Council members,
guardian and beneficiaries and auditors, where applicable, and any persons having power of attorney granted by
the foundation.
(3) The accounts, records, minutes, resolutions, copy documents and register required by this
section
(hereafter referred to in this section as the “books”) shall—
(a) be kept at the registered address of the foundation or, subject to subsection (4), at such other place as the F oundation Council of th e f

oundation may designate; and
(b) at all reasonable times, be open to inspection by
the registered agent and the Foundation Council
members of the foundation and, where applicable, its Secretary, guardian or auditor.
(4) If the books are kept at a place other than the re gistered address, whether within or outside
Anguilla,
the registered agent of the foundation shall—
(a) be notified of the location of such place where such books are kept within 14 days after the designation o f

such location; and

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(b) upon request, be furnished with such books or, as the case may be, notarially certified copies of
such books, within a reasonable time for the purpose of inspection by the registered agent and the
Foundation Council members of the foundation and, where applicable, its Secretary, guardian or
auditor.
(5) Where the accounting records of a foundation are kept outside Anguilla, the foundation must ensure
that it keeps at its registere d

address—
(a) accounts and returns adequate to enable th e Foundation Council
members to ascertain, on a
quarterly basis, the financial position of the foundation with reasonable accuracy; and
(b) without prejudice to subsection (4), a written record of the place or places outsi
de Anguilla where
its accounting records are kept.
(6) Every record required to be kept under this sec tion shall be preserved for a period of not less than 6
y

ears after the end of the period to which it relates.
(7) A foundation that contravenes subsection (5) or (6) commits an offence
and is liable to such penalty
as may be prescribed by regulations.
Part 7
CONTINUANCE OF FOUNDATIONS
Continuance in Anguilla
38. (1) An overseas foundation may apply to the Regi strar
for a certificate of continuance under this
Act.
(2) An application under subsection (1) must be ma
de in the prescribed form as specified by the
Registrar.
(3) Articles of continuance may, without so stating, effect any amendment to the organisational
instruments of an overseas foundation w

hich applies for continuance under this section if the amendment—
(a) is authorised in accordance with the law applicable to the
overseas foundation before continuance
under this Act; and
(b) is an amendment that a foundation estab lished under t
his Act is entitled to make.
Articles of continuance
39. (1) Articles of continuance of an overseas foundation and any amendment th ereto
may be written in
any language but, where such articles or amendment is not written in the English language, they must be
accompanied by a certified translation into the English language.
(2) Articles of continuance of an overseas foundation shall—
(a) declare the intention of the overseas foundatio n, pursuant to a resolution in writing of its
governing body
, to continue its legal existence in Anguilla as a foundation;
(b) state the name of the overseas foundation and the name under which it is being
continued;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(c) state the jurisdiction in which the overseas foundation is established and, if different, the
jurisdiction in which it was originally formed;
(d) state the date on which the overseas foundation was formed;
(e) state whether the overseas foundation will be registered or its documents deposited;
(f) state such other provisions as are required to be in cluded in the declaration of establishm
ent of a
foundation under this Act; and
(g) be duly signed by all the members of the governing body or Foundation Council of the overseas foundatio n.
Certificat

e of continuance
40. (1) Upon receipt of the application and articles of continuance, the Reg
istrar shall issue a certificate
of continuance if he is satisfied that the applicati on and articles of continuance are in compliance with the
requirements of sections 38 and 39.
(2) On the date shown in the certificate of continuance— (a) the overseas foundation becomes a foundation to wh ic
h this Act applies as if that foundation had
been established under this Act; and
(b) the articles of continuance shall be deemed to be
the declaration of establishment of the
foundation which is continued under this Act.
Preservation of foundation
41. When an overseas foundation is contin ued as a foundation under this Act—
(a)
the property of the overseas foundation conti nues to be the propert
y of the foundation;
(b) the foundation continues to be liable fo r the obli
gations of the overseas foundation;
(c) any existing cause of action, claim or liability to prosecute is unaffected;
(d) any civil, criminal or administrative action or proceedings pending by
or against the overseas
foundation may be continued by or against the foundation; and
(e) any conviction against, or an y ruli
ng, order or judgment against or in favour of, the overseas
foundation is enforceable by or against the foundation.
Continuance in foreign jurisdiction
42. (1) Subject to its declaration of establishment and by-laws, a foundation may, pursuant to a
resolution of
its Foundation Council or as otherwise provided, apply to the appropriate official or public body of
a foreign jurisdiction to be continued as an entity in the foreign jurisdiction as if it had been established under the
laws of that foreign jurisdiction, in the manner provided by such laws.
(2) Subject to the provisions of this Act, a founda tion th
at continues as an entity under the laws of a
foreign jurisdiction does not cease to be a foundation unl ess the laws of the foreign jurisdiction permit such
continuation and the foundation has complied with such laws.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Conditions applicable to continuance in foreign jurisdiction
43. Where a foundation is continued as an entity under the laws of a foreign jurisdiction—
(a)
the property of the foundation continues to be the property of such entity;
(b) such entity continues to be liable for the obligations of
the foundation;
(c) any existing cause of action, claim or liability to prosecution in respect
of the foundation is
unaffected;
(d) any civil, criminal or administrative action or proceeding pending by or against the foundation can be continued by

or against such entity; and
(e) any conviction against or ruling, order or j udgment
against, or in favour of, the foundation is
enforceable by or against such entity.
Discontinuance and effect
44. (1) Every foundation departing Anguilla must file a certificate of departure containing the
prescribed information in the prescr ibed form with the Registrar.
(2) A foundation which— (a) has filed a certificate of departure under subsection (1); and
(b) has been continued under the law of a foreign jurisdiction;
may apply to the Registrar for a certificate of discontinuance.
(3) An application under subsection (2) must be acco mp
anied by evidence, acceptable to the Registrar,
that the foundation has been continued under the laws of a foreign jurisdiction.
(4) If the Registrar is satisfied that—
(a) all fees payable under this Act have been paid;
(b) all returns and notices required to be filed under th
is Act or regulations made under this Act have
been filed; and
(c) the requirements of this section have been complied with;
the Registrar must issue to the foundation a certificate of discontinuance in the prescribed form

and strike it off
the Register or, as the case may be, the schedule of deposited foundations.
(5) The Registrar must, in the case of a registered foundation, publish a notice of the discontinuance and

striking off in the Gazette.
(6) Subject to subsection 42(2), from the date of the certificate of discontinuance,
the foundation ceases
to be a foundation domiciled in Anguilla.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Part 8
IRREVOCABILITY AND DISSOLUTION
Foundation to be irrevocable
45. Subject to section 7(2), a foundation established under this Act or continued in Anguilla shall be
irrevocable and any
transfer of assets made to a f oundation under this Act as an addition to its property
endowment shall be irrevocable by whosoever made such transfer.
Dissolution
46. (1) A foundation shall be dissolved where—
(a)
the foundation has been established for a definite period and that period has expired;
(b) any term of its declaration of establishment or by-laws or of this Act so requires;
(c) its Foundation Council has so resolved; or
(d) the High Court orders its dissolution.
(2) The Registrar shall, immediately after the completion of the dissolution of a foundation pursuant to
this section—
(a) strike the foundation off the Register or, as the case may be, the schedule of deposited foundatio ns; and

(b) in the case of a registered foundation, publish a notice of the striking off and
dissolution in the
Gazette .
Voluntary dissolution
47.
(1) Before a foundation is dissolved pursuant to secti on
46(1)(a), (b) or (c), a statement of intent to
dissolve the foundation must be filed with the Registrar in the prescribed form.
(2) If the Registrar is satisfied that the relevant re quirements of this Part have been com
plied with, the
Registrar shall, upon receipt of a statement of intent to dissolve the foundation, issue a certificate of intent to
dissolve the foundation.
(3) When a certificate of intent to dissolve the founda tion
is issued by the Registrar, the foundation shall
cease transacting business except to the ex tent necessary for its dissolution, but its legal personality continues
until the Registrar issues a certificate of dissolution of the foundation.
(4) After the issue of a certificate of intent to dissolve a foundation, the foundation shall— (a) immediately cause notice of its intent to disso lve to be sent to each of its know
n creditors;
(b) proceed to— (i) collect its property,
(ii) dispose of its properties that are not to be distributed in kind,

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(iii) discharge all its obligations, and
(iv) do all other acts required to liquidate its assets; and
(c) after giving the notice required under paragraph (a ) and adequately
providing for the payment or
discharge of all its obligations, distribute any residuary assets in accordance with section 52.
Dissolution by High Court
48. (1) The High Court may order the dissolution of a foundation upon the application of the Registrar
or the guardian, a beneficiary
, a Foundation Council member or a creditor of the foundation if the High Court is
satisfied that—
(a) the declaration of establishment or any by-law of the foundation or any
term of this Act entitles
the applicant to demand dissolution of the founda tion after the occurrence of a specified event
and that event has occurred;
(b) the objectives of the foundation have been fulfilled or have become incapable of being fulfilled and it is just a nd equitable t

hat the foundation be dissolved;
(c) the foundation is insolvent or unable to pay its debts; or
(d) it is in the public interest to order the dissolution of the foundation.
(2) Where the High Court orders the dissolution of a foundation un
der this section, the High Court shall
appoint a person to supervise the dissolution of the foundation and may, from time to time, direct the manner in
which the dissolution is to be conducted.
(3) Where a foundation is dissolved pursuant to the pr ovisions of subsection (1), its residuary asset
s, if
any, shall be distributed in accordance with section 52.
Striking off
49. (1) If a foundation fails—
(a)
to pay the prescribed annual fees w ithin the time specified by
this Act;
(b) to maintain a registered agent pursuant to section 17; or
(c) to file with the Registrar any return, notice or document required to be filed under this Act or
regulations made under thi
s Act;
the Registrar may strike it off the Register or, as the case may be, the schedule of deposited foundations.
(2) Where the Registrar intends to strike— (a) a registered foundation off the Register; or
(b) a deposited foundation off the schedule of deposited foundations;
the Registrar shall give the foundation notice of his i n
tention and a reasonable opportunity to show cause why
the foundation should not be struck off the Register or, as the case may be, the schedule of deposited
foundations.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(3) After the expiration of time mentioned in the notice, being not less than 90 days, the Registrar may,
unless the foundation shows cause to the contrary, strike the foundation off the Register or, as the case may be,
the schedule of deposited foundations.
(4) Without prejudice to sections 46, 47 and 48, a foundation is dissolved when it is struck off the
Register or the schedule of deposited foundations under subsection (3) and the

Registrar shall publish a notice of
its striking off and dissolution in the Gazette, but the striking off and dissolution of the foundation shall take
effect from the date of publication of the notice in the Gazette.
(5) Where a foundation is struck off the Register or the schedule of deposited foundatio
ns under this
section, the provisions of sections 48(2) and 48(3) shall apply as if the High Court had ordered the dissolution of
the foundation.
Appeal
50. (1) Any person who is aggrieved by the striking or pro
posed striking of a foundation off the Register
or the schedule of deposited foundations under section 49 may, within 90 days from the date of publication of the
notice in the Gazette, appeal to the High Court against the decision of the Registrar.
(2) Notice of an appeal to the High Court under subsection (1) must be served on the Registrar who shall
be entitled to appear and be heard at the hearing of the

appeal.
(3) Where any person who is aggrieved by the stri king
or proposed striking of a foundation off the
Register or the schedule of deposited foundations files an appeal under subsection (1), the Registrar may suspend
the operation of the striking off, upon such terms as he considers appropriate, pending the determination of the
appeal.
Restoration of name to Register or to schedule of deposited foundations
51. (1) Where a foundation has been struck off the Re gister or the sched
ule of deposited foundations,
the Registrar may, upon receipt of an application in the prescribed form to restore a foundation to the Register or
the schedule of deposited foundations and upon receipt of payment of the prescribed fee and any outstanding
fees, restore the foundation to the Register or the schedule of deposited foundations, as the case may be, and
issue a certificate in a form ad apted to the circumstances.
(2) An application to restore a foundation to the Register or the schedule of deposited foundations under
subsection (1) m

ust be made within 20 years of the date of publication of the notice in the Gazette under section
49(3).
(3) The foundation or a creditor, beneficiary or liquida tor of the foundation ma
y, within 90 days from the
date of the refusal of the Registrar to restore the foundation to the Register or the schedule of deposited
foundations, appeal to the High Court against that refusal and, the High Court may, if it is satisfied that it is just
for the foundation to be restored to the Register or , as the case may be, the schedule of deposited foundations,
direct the Registrar to do so upon such terms and conditions as the High Court may consider appropriate.
(4) Notice of an appeal to the High Court under subsection (3) must be served on the Registrar who shall
be entitled to appear and be heard at the hearing of the

appeal.
Distribution of residuary assets
52. (1) Subject to subsection (2), the residuary assets of a foundation shall be the property of the person
who, according to the
declaration of establishment or by -laws of the foundation, is entitled to receive the

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

residuary assets.
(2) Where— (a) there is no person entitled to receive the residuary assets as provided in subsection (1); or
(b) the person entitled to receive such assets refuses to accept its transfer;
and there is
no relevant provision in the declaration of establishm

ent or by-laws respecting the distribution of
such assets, the residuary assets shall vest in the Crown.
Part 9
EXEMPTION FROM TAXES
Exemption from taxes
53. (1) For the purposes of this Act, a foundation sh all be entitled to the exem
ptions specified in
subsection (2) if—
(a) the founder or any person who has contributed assets to the foundation otherwise than for fu
ll
consideration is not resident in Anguilla;
(b) none of the beneficiaries of the foundation is resident in Anguilla; and
(c) the property endowment does not include any land situated in Anguilla or the shares of any com

pany beneficially owning any land situated in Anguilla other than property—
(i) for use as an office for the purpose of th
e administration of the foundation, or
(ii) where books and records of the foundation are prepared or maintained.
(2) Subject to this Act, any foundation to which sub section (1) applies shall not be
subject to any income
tax, withholding tax, asset tax, gift tax, profits tax, capital gains tax, distributions tax, inheritance tax, estate duty
or any other like tax based upon or measured by assets or income originating outside of Anguilla or in
connection with matters of administration that may occur in Anguilla.
(3) Notwithstanding any provisions of the Stamp Act, but subject to subsection (4), an instrument relating
to a transfer of property
to or by a foundation to wh ich subsection (1) applies is exempt from the payment of
stamp duty.
(4) Subsection (3) does not apply to an instrument relating to a transfer of property situated in Anguilla,
includin g

any interest in land in Anguilla or in shar es in a company incorporated under the Companies Act.
Part 10
REGISTRAR
Registrar and other officers
54. (1) The Registrar of Companies shall be the Registrar of Foundations.

(2) Any functions of the Registrar under this Act may, to
the extent authorised by him, be exercised by
any officer on his staff.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Official seal
55. The Registrar shall procure that an official seal be prepared for use by the Regi strar in the authentication
or other issue of docum
ents required under this Act.
Official registration and deposit number
56. (1) The Registrar shall allocate—
(a)
to every registered foundation a number, which sh all be the registration number of that regist
ered
foundation; and
(b) to every deposited foundation a number, whic h shall be the
deposit number of that deposited
foundation.
(2) The registration numbers of registered foundations shall be in such form, consisting of one
or more
sequences of figures or letters or any combination thereof, but distinct from the sequence or sequences applicable
to deposited foundations, as the Registrar may, from time to time, determine.
(3) The deposit numbers of deposited foundations shall be in such form, consisting of one or more
sequences of figures or letters or any com b

ination thereof, but distinct from the sequence or sequences applicable
to registered foundations, as the Registrar may, from time to time, determine.
Form of documents to be delivered to the Registrar
57. (1) Where this Act requires a document or any inform ation to
be delivered to the Registrar, and the
form of the document or information has not been prescribed, it shall be sufficient compliance with the
requirement if—
(a) in the case of a document, it is delivered in a form which is acc
eptable to the Registrar and is
accompanied by the prescribed fee; or
(b) in the case of information contained in a mate rial other than a document, it is delivered i
n a
manner acceptable to the Registrar and is accompanied by the prescribed fee.
(2) In this section, the reference to “a document or any information to be delivered” shall be construed to
include an y

notice to be served or given.
Certificate of good standing in case of registered foundations
58. The Registrar shall, on request by the registered ag ent of a fou
ndation and on receipt of payment of the
prescribed fee, certify that the registered foundation is of good standing, if the Registrar is satisfied that—
(a) the name of the foundation is on the Register;
(b) the foundation has filed with the Registrar all documents required by
this Act to be filed; and
(c) the foundation has paid all fees and pe nalties required by this Act to be paid.
Official confirmation in case of deposited foundati
ons
59. The Registrar shall, on request by the registered
agent of a deposited foundation and on receipt of
payment of the prescribed fee, certify that the details of a confirmation prepared by the registered agent and
delivered to the Registrar are true and correct if the Registrar is satisfied that th is is the case according to the

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

deposited declaration of establishment of the foundation and any further evidence produced by the registered
agent, if necessary.
Inspection of documents kept by the Registrar
60.
(1) Subject to the provisions of this Act, no in spection
or production of documents kept by the
Registrar under this Act shall be permitted other than by the registered agen t, except that any of the Foundation
Council members of a foundation may, by notice in writing to the Registrar, authorise the person named in the
notice—
(a) to inspect, or obtain a copy of, a document of the foundation delivered to the Registrar under this Act ; or
(b) to require a certificate of registration of the foundation or a copy or part, certified or otherwise, of any

other document referred to in paragraph (a);
and a certificate given under paragraph (b) shall be signe d by the Registrar and sealed with the official seal.

(2) A copy of or an extract from a record kept by the Registrar, certified in writing by the Registrar to be
an accurate c o

py or extract, shall, in all legal proceedings, be admissible in evidence as of equal validity with the
original record and as evidence of any fact stated in the copy or extract of which direct evidence would be
admissible.
Enforcement of duty to deliver documents or notices to the Registrar
61. (1) Where a foundation—
(a)
fails to comply with a requirement to deliver to the Registrar
any document or to give notice to
the Registrar of any matter; and
(b) does not make good such failure within 14 days after the service of a notice on the foundation requiring it s o

to do;
the High Court may, on an application made to it by a Foundation Council member or the guardian of the
foundatio n or

by the Registrar, make an order directi ng the foundation to make good the failure within a time
specified in the order.
(2) The order of the High Court may provide that all or any
part of the costs of and incidental to the
application shall be—
(a) borne by the foundation or by any Foundation Council
member or members responsible for such
failure; or
(b) apportioned between the foundation and an y Foundation
Council member or members so
responsible.
(3) Nothing in this section shall prejudice the application of any provision imposing penalties on the
foundation or its Foundation Council i

n respect of a failure mentioned in subsection (1).

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Part 11
INVESTIGATION OF FOUNDATIONS
Investigation order
62.
(1) A founder, beneficiary or guardian of a founda tion, or
the Registrar may, without notice or upon
such notice as the Court may require, apply to the Court for an order directing that an investigation be made of
the foundation or any foundation or company affiliated with it.
(2) If, upon an application under subsection (1), it appears to the Court that— (a) the affairs of the foundation or any of its affiliates are
being or have been carried on with intent to
defraud any person;
(b) the foundation or any of its affiliates was estab lished for a fraudulent or unlawful purpose or is to
be dissolved f o

r a fraudulent or unlawful purpose; or
(c) persons concerned with the establishment, business or affairs of the foundation or any
of its
affiliates have in connection therewith acted fraudulently or dishonestly; or
(d) it is in the public interest that an investigati on of th
e foundation or any of its affiliates be made;
the Court may make any order it thinks fit with respec t to an investigation of the foundation
or any of its
affiliates by an inspector.
(3) If a founder, beneficiary or guardian makes an ap plication under subsection (1), he shall give the
Registrar reasonable notic
e of it, and the Registrar is entitled to appear and be heard at the hearing of the
application.
Contents of order and copies of reports
63. (1) An order made under section 62(2) shall include an order to inves
tigate and an order appointing
an inspector, who may be the Registrar, and fixi ng his remuneration and may include an order—
(a) replacing the inspector;
(b) an order determining the notice to be given to any interested
person, or dispensing with notice to
any person;
(c) an order authorising an inspector to enter any pr emises in which th
e Court is satisfied there might
be relevant information, and to examine anyt hing, and to make copies of any documents or
records, found on the premises;
(d) an order requiring any person to produce documents or records to the inspector;
(e) an order authorising an inspector to conduct a hearing, administer oaths or
affirmations and
examine any person upon oath or affirmation, and prescribing rules for the conduct of the
hearing;
(f) an order requiring any person to attend a hearing conducted by an inspector and to give evidence upon oath or

affirmation;

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(g) an order giving directions to an inspector or any interested person on any matter arising in the
investigation;
(h) an order requiring an inspector to make an interim
or final report to the Court;
(i) an order determining whether a report of an insp ector should be publ
ished, and, if so, ordering the
Registrar to publish the report in whole or in part, or to send copies to any person the Court
designates; and
(j) an order requiring an inspector to discontinue an investigation.
(2) An inspector shall file with the Registrar a copy of
every report made by the inspector under this
section.
(3) A report received by the Registrar under subsection (2) m
ust not be disclosed to any person other than
in accordance with an order of th e Court made under paragraph (1)(i).
Inspector’s powers
64. An inspector—
(a)
has the powers set out in the order appointing him; and
(b) shall upon request produce to an interested person a copy of the order.
Hearing in camera
65.
(1) An application under this Part and any s ubseque
nt proceedings, including applications for
directions in respect of any matter arising in the investigation, must be heard in camera unless the Court orders
otherwise.
(2) A person whose conduct is being investigated or who is being examined at a hearing conduct
ed by an
inspector under this Part may appear or be heard at the hearing.
(3) No person shall publish anything relating to any
proceedings under this Part except with the
authorisation of the Court.
Incriminating evidence
66. No person is excused from attending and giving ev idence and
producing documents and records to an
inspector appointed by the Court under this Part by reason only that the evidence tends to incriminate that person
or subject him to any proceeding or penalty, but the evidence may not be used or received against him in any
proceeding thereafter instituted against him, other than a prosecution for perjury in giving the evidence.
Absolute privilege
67. An oral or written statement or report made by an in s
pector or any other person in an investigation under
this Part has absolute privilege.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

Part 12
MISCELLANEOUS MATTERS
Compliance inspections
68. (1) The Commission may, for the purpose specified in subsection (2)—
(a)
inspect the accounts and records of a relevant person, whether in or outside Anguilla, including the sy stem

s and controls of the relevant person;
(b) inspect the assets of a relevant person, includi ng cash, belonging to or in the possession or control
of the relevant person; and

(c) examine and make copies of documents belonging to or in the possession or control of a relevant

person;
that, in the opinion of the Commission, relate to a foundation established under this Act.
(2) A compliance inspection may be undertaken, in the case of a pe
rson specified in paragraphs (1)(a),
(b) and (c), for the purpose of monitoring and assessing su ch person’s compliance with his obligations under the
Money Laundering Reporting Authority Act, Anti-M oney Laundering Regulations and any other Acts,
Regulations, Guidelines or Codes relating to m oney laundering or the financing of terrorism.
(3) The powers and duties conferred or imposed on the Commission b y
this section are in addition to, and
not in derogation of, any other powers and duties conf erred or imposed on the Commission by any other Act.
Registration and annual fees
69. (1) Every foundation, whether registered or depos ited,
must pay a fee upon registration or deposit
and the annual fee and any applicable pena lties as may be prescribed by regulations.
(2) The Foundation Council members of a foundation shall be personally liable— (a) to pay any outstanding fees in respect of the foundation; and
(b) to such penalties as may be prescribed by regulations in respect of any failure or default mentioned in section 49(1).

Legal professional privilege
70. Where any proceedings are instituted un der this Act, nothing in this Act is to be taken to
require a person
to disclose any information which the person is entitled to refuse to disclose on grounds of legal professional
privilege.
Powers of the High Court
71. (1) Subject to the provisions of section 73, the High Court has jurisdiction in respect of any matters
concerning an
y foundation established under this Act.
(2) A Foundation Council member, guardian or registered agent of a foundation may apply to the High
Court for dire ctions as to how he should

or might act in any of the affairs of the foundation, and the High Court
may make such order as it thinks fit.

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(3) If a person does not comply with an order of the High Court under this Act requiring him to do any
thing, the High Court may, on such terms and conditions as it thinks fit, order that the thing be done by another
person nominated for the purpose by the High Court at the expense of the person in default or otherwise, as the
High Court directs, and a thing so done has effect in all respects as if done by the person in default.
(4) The High Court may order the costs and expenses of, and incidental to, an application to the High
Court under t h

is Act to be paid from the property endowm ent of the foundation or in such manner and by such
persons as it thinks fit.
Arbitration tribunal
72. (1) The declaration of establishment or by-laws of a foundation may—
(a)
provide that any controversy arising in respect of the foundation sha
ll be resolved by arbitration;
(b) make provision for the arbitration procedure that should be followed; and
(c) stipulate that, to the extent specified, the arb itration tribunal shall interpret such declaration of
establish
ment and by-laws according to their terms and to the principles of civil law, without
regard to the principles of common law and equity otherwise applicable thereto.
(2) Subject to any specific provisions in the declaration of establishment or by-laws of a foundation, any
reference in t h

is Act to “High Court” sh all be construed to include a reference to the arbitration tribunal within or
outside Anguilla provided for in the declaration of establishment and by-laws of the foundation.
Service of process, etc. on foundation
73. (1) Any summons, notice, order, document, process, infor
mation or written statement required to be
served on a foundation may be served—
(a) by leaving it, or by sending it by registered mail addressed to the foundation, at its registered address; or
(b) by leaving it with, or by sending it by registered mail to, the registered agent of the foundation.
(2) Service of any summons, notice, order, document, process, information or written statement to be
served on a foundation

may be proved by showing that the summons , notice, order, document, process,
information or written statement—
(a) was mailed in sufficient time as to admit to it being delivered, in the norm
al course of delivery,
within the period prescribed for service; and
(b) was correctly addressed and the postage was prepaid.
Regulations
74.
(1) The Governor in Council may, on the advice of the
Commission, make regulations providing for
any matter contemplated by this Act or as may be necessary or convenient for carrying out or giving effect to this
Act and its administration.
(2) Without limiting the generality of subsection (1), the Governor in Council may, on the advice of the
Co mm

ission, make regulations—

Anguilla Anguilla Foundation Act, 2008 Act No. 10/2008

(a) prescribing anything required or permitted to be prescribed by this Act;
(b) exempting any person from any provision of this Act;
(c) prescribing annual returns to be made;
(d) prescribing forms to be used;
(e) prescribing the format for any filings to be made under this Act;
(f) prescribing or amending the fees payable under this Act;
(g) prescribing or amending the penalti es for offences committed under this Act;
(h)
prescribing standards of foundation governan ce to which foundations shall be subject.
Citation and commence
ment
75.
This Act may be cited as the Anguilla Foundation Act, 2008 and shall co m
e into force on such day as the
Governor may, by notice published in the Gazette, appoint.

Speaker

Passed by the House of Assembly this 13
th day of June, 2008

Clerk of the House of Assembly

-->