VOLUME 7 SECTION 3A REGISTRATION OF COMPANIES CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004

Transcription

1 regstraton of companes.qxp 02/05/ :55 AM Page 1 VOLUME 7 SECTION 3A REGISTRATION OF COMPANIES CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 The Responsblty of The Companes Offce of Jamaca (formerly Regstrar of Companes) 1 Grenada Way Kngston 5, Jamaca W.I.

2 regstraton of companes.qxp 02/05/ :55 AM Page 2 TABLE OF CONTENT CHAPTER THE ROLE OF THE COMPANIES OFFICE OF JAMAICA CHAPTER REGISTERING A COMPANY, NAME SEARCHES AND REGISTRATION CHAPTER REGISTRATION OF A PUBLIC COMPANY LIMITED BY SHARES CHAPTER REGISTRATION OF A COMPANY LIMITED BY GUARANTEE WITH SHARE CAPITAL CHAPTER REGISTRATION OF A COMPANY LIMITED BY GUARANTEE WITHOUT SHARE CAPITAL CHAPTER REGISTRATION OF AN UNLIMITED COMPANY CHAPTER APPOINTMENT OF DIRECT/SHADOW DIRECTORS CHAPTER APPOINTMENT OF A COMPANY SECRETARY CHAPTER THE COMPANY S ANNUAL STATUTORY REQUIREMENTS CHAPTER CHANGES IN REGISTERED COMPANY

3 regstraton of companes.qxp 02/05/ :55 AM Page 3 CHAPTER PROCESSING COMPLAINTS AGAINST DIRECTORS CHAPTER HOW TO RESTORE A COMPANY APPENDICES

4 regstraton of companes.qxp 02/05/ :55 AM Page 1 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 1 THE ROLE OF THE COMPANIES OFFICE OF JAMAICA 1.0 BACKGROUND The role of the Companes Offce of Jamaca (COJ) s to mantan accurate and up to date records on commercal enttes whch are often accessed by the publc to check a company s current: Legal Status Statutory Complance Ownershp The COJ regsters local and overseas companes, Industral and Provdent Socetes and ndvduals carryng on busness n Jamaca. It actvely encourages voluntary complance of companes and busnesses wth the Companes Act of 2004, the Regstraton of Busness Names Act of 1934 and the Industral and Provdent Socetes Act of 1903 and strves to mantan up-to-date records of all companes and busnesses whch have been regstered Court Acton and Removal of Name from Regster Where necessary, the COJ ntates court acton aganst delnquent clents to ensure complance wth all provsons of the law. It also removes from ts regster companes whch have been wound up and those whch the Regstrar has reason to beleve are not n operaton. 1.1 REASONS FOR REGISTRATION Companes should ensure that they are regstered wth the COJ for the followng reasons: In order that such companes can be asssted n a number of ways such as: placement of name on the COJ lst of busnesses wth the rght to operate n Jamaca ncluson on COJ s webste so that any one n the world can access basc nformaton about the company. 1

5 regstraton of companes.qxp 02/05/ :55 AM Page 2 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 they access loans and grants Sponsors and moneylenders prefer to deal wth a company that has compled wth government regulatons. A lmted lablty company s able to create a charge over the general assets of the company They can obtan Government and other contracts. The Government of Jamaca s now movng towards the drecton wheren only companes legally operatng wll be prvy to Government contracts. v They can nspre consumer confdence The company s beng transparent when regstraton s effected, as comprehensve nformaton on the company offcers and shareholders wll be avalable at the Companes Offce of Jamaca. 1.2 RESPONSIBILITIES OF A COMPANY The responsbltes of a Company are as follows: The ncorporaton of a company mposes upon the secretary and drectors or (f none have yet been apponted) the subscrbers to the Artcles of Incorporaton a number of oblgatons. Any default n complyng wth these oblgatons could result n a fne for every day durng whch the default contnues, or a term of mprsonment. These oblgatons are mposed by the Companes Act, and the new or updated gudelnes are outlned n ths document. A company has the capacty, rghts, powers, and prvleges of an ndvdual. It s not necessary for the artcles to confer any partcular power on the company. A company s however prohbted from carryng on busness, whch s prohbted by law or for whch a lcence s requred.(e.g. bankng lcence) A company s prohbted from carryng on busness or exercsng any of ts powers n a manner contrary to ts Artcles. 2

6 regstraton of companes.qxp 02/05/ :55 AM Page 3 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT GENERAL GUIDELINES All forms are avalable at the Offce of the Companes of Jamaca (COJ). They can also be obtaned from the COJ s webste ( There s a glossary of terms avalable on the COJ s webste ( and at appendx 1 to ths document. All fees are lsted at Appendx 3 and are also avalable on the COJ s webste.these fees may change at any tme. 3

7 regstraton of companes.qxp 02/05/ :55 AM Page 4 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 2 REGISTERING A COMPANY, NAME SEARCHES AND RESERVATIONS 2.0 TYPES OF COMPANIES THAT SHOULD BE REGISTERED The knds of companes that can be regstered under the Companes Act 2004 are: v v v Prvate companes lmted by shares Publc companes lmted by shares Mutual fund company lmted by shares Company lmted by guarantee wthout a share captal Prvate company lmted by guarantee wth a share captal An unlmted company One person may form a prvate or publc company. 2.1 PROCEDURE FOR DOING AN OFFICIAL NAME SEARCH AND/OR RESERVING A COMPANY NAME General gudelnes: v v To request a Company Name Search and/or Reservaton the prescrbed form should be completed and submtted to the COJ together wth payment of the prescrbed fee. (See Appendx 3 for fee structure). A customer can request a name search only or a name search & name reservaton. The reserved name wll also be entered on the COJ s webste - so customers who subscrbe to the web ste can vew t. The nformaton entered wll state when the name reservaton wll expre. The name reservaton perod s for 90 days. Once the 90 days has expred the reserved name wll be automatcally deleted from the COJ webste. 4

8 regstraton of companes.qxp 02/05/ :55 AM Page 5 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT Requrements for Name Search/Reservaton The followng are the steps to carry out a name search or reservaton: Obtan and complete the applcaton for Name Search and Name Reservaton. A maxmum of fve applcatons for name search and name reservaton wll be accepted by the ORC per customer, n one gven day. v Submt the applcaton and pay the fee (see Appendx 3 for fees) for the name search. The Name Search fee s separate from the company name reservaton. Pck up the letter outlnng the result of the name search. The letter s normally ready wthn one workng day. If the customer would lke to reserve an approved name, payment of the fee for the name reservaton s requred Documents from COJ For approved names, the letter wll state the name reservaton expry date. Name reservaton s for 90 days ncludng publc holdays and weekends. The customer wll receve a: Letter of Confrmaton or Denal and a Recept 5

9 regstraton of companes.qxp 02/05/ :55 AM Page 6 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 3 REGISTRATION OF A PUBLIC COMPANY LIMITED BY SHARES 3.0 GENERAL GUIDELINES TO REGISTER A PUBLIC COMPANY LIMITED BY SHARES v v v A Publc Company s shares may be offered for sale to the general publc and members lablty s lmted to the amount unpad on shares held by them. A Publc Company shall not do busness or exercse any borrowng powers unless the Regstrar has ssued t a certfcate, whch states that the value of the allotted shares s not less than the authorzed mnmum that s $500,000. A Publc Company shall therefore apply to the Regstrar for a certfcate that states that the value of the allotted shares s not less than the authorzed mnmum. The Companes Offce of Jamaca must be notfed of the address of the regstered offce of the company n the prescrbed form at ncorporaton of a new company. A Publc Company shall have at least three drectors. At least two of whom must not be employees of the company or any of ts afflates. A company lmted by shares can be reregstered as a company lmted by guarantee, the amount of guarantee shall not be less than the amount remanng unpad on the shares. 3.1 REQUIREMENTS FOR REGISTRATION The followng are requred for Regstraton v Artcles of Incorporaton Company Lmted by Shares Declaraton of Complance Notce of Address of Regstered Offce A certfed copy of the subscrbers Tax Regstraton Number (TRN) 6

10 regstraton of companes.qxp 02/05/ :55 AM Page 7 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 v v v v x x Applcaton for Certfcaton of Mnmum Share Captal Declaraton of Mnmum Share Captal Statement n Leu of Prospectus or Prospectus Lst of Drectors along wth wrtten consent to act as a drector Partculars of Dfferent Classes of Shares, where applcable. Prescrbed fees (see Appendx 3 for fees) 3.2 PROCEDURES FOR APPLICATION FOR REGISTRATION The followng are the procedures to follow for Regstraton: Obtan the requred forms Have avalable: Artcles of Incorporaton Company Lmted by Shares Declaraton of Complance Notce of Address of Regstered Offce Applcaton for Certfcaton of Mnmum Share Captal Declaraton of Mnmum Share Captal Statement n Leu of Prospectus or Prospectus Lst of Drectors along wth wrtten consent to act as a drector Partculars of Dfferent Classes of Shares, where applcable 3.3 COMPLETE THE FOLLOWING DOCUMENTS Artcles of Incorporaton of the Company lmted by shares. Artcles of Incorporaton wll be dfferent from the one fled for prvate companes, the prvate company clauses wll not apply.the Artcles of Incorporaton must: Be prnted or type wrtten n the prescrbed form acceptable by the COJ Dvded nto consecutve paragraphs and the pages of the Artcles of Incorporaton must be properly numbered Bear stamp as a deed-stamped at the stamp offce Be sgned by each subscrber of the Artcles n the presence of a wtness 7

11 regstraton of companes.qxp 02/05/ :55 AM Page 8 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 State the occupaton and address of each subscrber Be dated Declaraton of Complance The Declaraton of Complance must: contan the name of the proposed company be dated the same date or a date subsequent to the date on the Artcles of Incorporaton. be sgned n the presence of a Justce of the Peace, Notary Publc or Commssoner of Oaths The declaraton must be sgned by ether an Attorney at law or a Member of the Insttute of Chartered Secretares & Admnstrators engaged n the formaton of the company, or a Person named n the Artcles of Incorporaton as Drector or Secretary of the company Notce of Address and locaton of Regstered Offce The Offce of the Companes Offce of Jamaca must be notfed of the address of the regstered offce n the prescrbed form at ncorporaton of a new company The address of the regstered offce s the address where all offcal correspondence wll be sent The address must be on the Island of Jamaca The malng address can be a Post Offce Box; however, the regstered address must be an actual physcal locaton. The drector or secretary named n the Artcles of Incorporaton, the Attorney at Law or chartered secretary and admnstrator engaged n the formaton of the company 8

12 regstraton of companes.qxp 02/05/ :55 AM Page 9 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 s requred to sgn the notce v v Certfed copes of the subscrbers TRN as these are requred.the TRN to be certfed an Attorney at Law, Justce of the Peace or Notary Publc. Applcaton for Certfcaton of Mnmum Share Captal Declaraton of Mnmum Share Captal The value of the company s allotted share captal must not be less than the authorzed mnmum, whch s currently $500,000. Ths amount could be vared by Mnsteral Order Specfy the amount pad up at the tme of the applcaton on the company s allotted share captal Specfy the amount or estmated amount of the company s prelmnary expenses and the persons by whom any of those expenses have been pad or are payable Specfy the amount or beneft pad or gven or ntended to be pad to any promoter of the company and the consderaton for the payment or beneft The statutory declaraton must be sgned by a drector or secretary of the company v v Statement n leu of Prospectus or Prospectus Lst of Drectors along wth wrtten consent Specfy the names of all drectors Where drectors of a publc company wth a share captal are apponted they must fle along wth the ncorporaton documents ther wrtten consent to act as drectors. v Partculars of Classes of Shares; where applcable A company havng a share captal shall, where applcable, fle a document wth the Regstrar settng out the followng: 9

13 regstraton of companes.qxp 02/05/ :55 AM Page 10 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 f two or more classes of shares are ssued, the rghts, prvleges, restrctons and condtons attachng to each class of shares; and f a class of shares may be ssued n a seres, the authorty gven to the drectors to fx the number of shares n, and to determne the desgnaton of, and the rghts, prvleges, restrctons and condtons attachng to the shares of each seres. Complete the necessary form f the company has more than one(1) class of shares 3.4 SUBMISSION OF DOCUMENTS Submt the completed documents wth the stated fees (see Appendx 3 for fees). At the tme of submsson the customer wll be told when to return to obtan the results. 3.5 THE ROLE OF THE COJ The ORC s responsble for revewng all the documents that have been submtted. If the documents do not comply, all documents wll be returned to the customer along wth the necessary amendments. The Regstrar s dscreton to refuse to regster a company wth an undesrable name wll be subject to gudelnes Rejecton of Document If the documents are rejected, the customer wll be gven a Rejecton Memorandum outlnng the changes to be made to the documents. The approprate correctons should be made and the documents resubmtted to the COJ Certfcate of Incorporaton If the documents are accepted, the customer wll be gven the Certfcate of Incorporaton. 10

14 regstraton of companes.qxp 02/05/ :55 AM Page 11 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT Documents from COJ The customer wll receve the followng from the COJ. Rejecton Memorandum Certfcate of Incorporaton Recept 11

15 regstraton of companes.qxp 02/05/ :55 AM Page 12 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 4 REGISTRATION OF A COMPANY LIMITED BY GUARANTEE WITH SHARE CAPITAL 4.0 GENERAL GUIDELINES A guarantee company s one that the labltes of the members are lmted to such amount as they respectvely undertake to contrbute to the assets of the company n the event of ts beng wound up. Every company lmted by guarantee s oblged to regster an Artcle of Incorporaton. A company lmted by guarantee can be re-regstered as a company lmted by shares 4.1 REQUIREMENTS FOR REGISTRATION The followng are requred for Regstraton: v v v Artcles of Incorporaton Company Lmted by Guarantee wth Share Captal Declaraton of Complance Notce of Address of Regstered Offce A certfed copy of the subscrbers TRN Partculars of Dfferent Classes of Shares, where applcable. Prescrbed fees (see appendx for fees) 4.2 PROCEDURES FOR APPLICATION FOR REGISTRATION The followng are procedures to follow for regstraton Obtan the requred forms Have avalable: Artcles of Incorporaton Company Lmted by Guarantee wth Share Captal Declaraton of Complance 12

16 regstraton of companes.qxp 02/05/ :55 AM Page 13 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Notce of Address of Regstered Offce Partculars of Dfferent Classes of Shares, where applcable. Complete and submt the requred documents. 4.3 DOCUMENTS REQUIRED The followng documents should be properly completed and submtted to the COJ: Artcles of Incorporaton Company Lmted by Guarantee wth Share Captal Artcles of Incorporaton must: State that each member undertakes to contrbute to the assets of the company n the event of t beng wound up whle he/she s a member or wthn one year after he/she ceases to be a member for payment of ts debts contracted before he/she ceases to be a member and of the costs of wndng up, for adjustments of rghts of contrbutores. State the number of members that company proposes to regster Include the clauses relatng to the Prvate Company Be prnted or type wrtten n the prescrbed form acceptable by the COJ Be dvded nto consecutve paragraphs and the pages of the artcles of ncorporaton must be properly numbered Bear stamp as a deed-stamped at the stamp offce Be sgned by each subscrber of the Artcles n the presence of a wtness State the occupaton of each subscrber and ther addresses Be dated 13

17 regstraton of companes.qxp 02/05/ :55 AM Page 14 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Declaraton of Complance The Declaraton of Complance must contan the name of the proposed company be dated the same date or a date subsequent to the date on the Artcles of Incorporaton. be sgned n the presence of a Justce of the Peace, Notary Publc or Commssoner of Oaths The declaraton must be sgned by ether an Attorney at law or a Member of the nsttute of chartered Secretares & Admnstrators engaged n the formaton of the Company, or a Person named n the artcles of ncorporaton as Drector or Secretary of the Company Notce of Address and Locaton of Regstered Offce The Companes Offce of Jamaca must be notfed of the address of the regstered offce n the prescrbed form at ncorporaton of a new company The address of the regstered offce s the address where all offcal correspondence wll be sent The address must be on the Island of Jamaca The malng address can be a Post Offce Box; however the regstered address must be an actual physcal locaton. The drector or secretary named n the Artcles of Incorporaton, the Attorney at Law or chartered secretary and admnstrator engaged n the formaton of the company s requred to sgn the notce v Certfed copes of the subscrbers TRN as these are requred. The TRN must be certfed by an Attorney at Law, Justce of the Peace or Notary Publc. 14

18 regstraton of companes.qxp 02/05/ :55 AM Page 15 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 v Partculars of Classes of Shares; where applcable A company havng a share captal shall, where applcable, fle a document wth the Regstrar settng out the followng: f two or more classes of shares are ssued, the rghts, prvleges, restrctons and condtons attachng to each class of shares; and f a class of shares may be ssued n a seres, the authorty that has been gven to the drectors to fx the number of shares n, and to determne the desgnaton of, and the rghts, prvleges, restrctons and condtons attachng to the shares of each seres. Ths form should be completed f the company has more than one(1) class of shares 4.4 SUBMISSION OF DOCUMENTS The completed documents should be submtted wth the stated fees (see Appendx 3 for fees) At the tme of submsson the customer wll told when to return to obtan the results 4.5 ROLE OF THE COJ The COJ wll revew all the documents that have been submtted. If the documents do not comply all documents wll be returned to the customer along wth the necessary amendments. The Regstrar s dscreton to refuse to regster a company wth an undesrable name wll be subject to gudelnes Rejecton of Documents If the documents are rejected, the customer wll be gven a Rejecton Memorandum outlnng the changes to be made to the documents. The approprate correctons should be made and the documents 15

19 regstraton of companes.qxp 02/05/ :55 AM Page 16 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 resubmtted to the COJ Certfcate of Incorporaton If the documents are accepted, the customer wll be gven the Certfcate of Incorporaton. 4.6 DOCUMENTS FROM COJ The customer wll receve the followng from the COJ Rejecton Memorandum Certfcate of Incorporaton Recept 16

20 regstraton of companes.qxp 02/05/ :55 AM Page 17 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 5 REGISTRATION OF A COMPANY LIMITED BY GUARANTEE WITHOUT SHARE CAPITAL 5.0 GENERAL GUIDELINES v A guarantee company s one that the labltes of the members are lmted to such amount as they respectvely undertake to contrbute to the assets of the company n the event of ts beng wound up. Every company lmted by guarantee s oblged to regster an Artcle of Incorporaton. Churches, chartable organzatons, servce clubs, professonal assocatons, communty based organzatons and other such groups are often regstered under the Companes Act as companes lmted by guarantee wthout a share captal. A company lmted by guarantee can be reregstered as a company lmted by shares. 5.1 REQUIREMENTS FOR REGISTRATION The followng are requred for regstraton: v v Artcles of Incorporaton Company Lmted by Guarantee wthout Share Captal Declaraton of Complance Notce of Address of Regstered Offce A certfed copy of the subscrbers TRN Prescrbed fees (see Appendx 3 for fees) 17

21 regstraton of companes.qxp 02/05/ :55 AM Page 18 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT PROCEDURES FOR REGISTRATION The followng are the procedures to follow for Regstraton Obtan the requred forms Have avalable Artcles of Incorporaton Company Lmted by Shares Declaraton of Complance Notce of Address of Regstered Offce 5.3 COMPLETE THE FOLLOWING DOCUMENTS Artcles of Incorporaton Company Lmted by Guarantee wthout Share Captal Artcles of Incorporaton must: State that each member undertakes to contrbute to the assets of the company n the event of t beng wound up whle he s a member or wthn one year after he ceases to be a member for payment of ts debts contracted before he ceases to be a member and of the costs of wndng up, for adjustments of rghts of contrbutores. Include the clauses relatng to the Prvate Company Be prnted or type wrtten n the prescrbed form acceptable by the COJ Dvded nto consecutve paragraphs and the pages of the Artcles of Incorporaton must be properly numbered Bear stamp as a deed-stamped at the stamp offce Be sgned by each subscrber of the Artcles n the presence of a wtness State the occupaton of each subscrber and ther addresses Be dated 18

22 regstraton of companes.qxp 02/05/ :55 AM Page 19 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Declaraton of Complance The Declaraton of Complance must contan: the name of the proposed company be dated the same date or a date subsequent to the date on the Artcles of Incorporaton. be sgned n the presence of a Justce of the Peace, Notary Publc or Commssoner of Oaths The Declaraton must be sgned by ether an Attorney at law or a Member of the nsttute of chartered Secretares & Admnstrators engaged n the formaton of the company, or Person named n the Artcles of Incorporaton as Drector or Secretary of the company Notce of Address and locaton of Regstered Offce The Offce of the Companes of Jamaca must be notfed of the address of the regstered offce n the prescrbed form at ncorporaton of a new company The address of the regstered offce s the address where all offcal correspondence wll be sent The address must be on the Island of Jamaca The malng address can be a Post Offce Box; however the regstered address must be actual physcal locaton. The drector or secretary named n the Artcles of Incorporaton, the Attorney at Law or chartered secretary and admnstrator engaged n the formaton of the company s requred to sgn the notce v Certfed copes of the subscrbers TRN as these are requred.the TRN must be certfed an Attorney at Law, Justce of the Peace or Notary Publc. 19

23 regstraton of companes.qxp 02/05/ :55 AM Page 20 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT SUBMISSION OF DOCUMENTS The completed documents must be submtted wth the stated fees (see Appendx 3 for fees) and at the tme of submsson the customer wll told when to return to obtan the results 5.5 THE ROLE OF THE COJ The COJ wll revew all the documents that have been submtted. If the documents do not comply all documents wll be returned to the customer along wth the necessary amendments to be made. The Regstrar s dscreton to refuse to regster a company wth an undesrable name wll be subject to gudelnes Rejecton of Documents If the documents are rejected, the customer wll be gven a Rejecton Memorandum outlnng the changes to be made to the documents. The approprate correctons should be made and the documents resubmtted to the COJ Certfcate of Incorporaton If the documents are accepted, the customer wll be gven the Certfcate of Incorporaton. 5.6 DOCUMENTS FROM COJ The customer wll receve the followng from the COJ Rejecton Memorandum Certfcate of Incorporaton Recept 20

24 regstraton of companes.qxp 02/05/ :55 AM Page 21 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 6 REGISTRATION OF AN UNLIMITED COMPANY 6.0 GENERAL GUIDELINES A company must be regstered as an unlmted company n whch case there s no lmt on the members lablty to contrbute to the assets. The name wll not of course nclude the word lmted & there wll be no lmtaton of lablty clause n the artcles of ncorporaton. 6.1 REQUIREMENTS FOR REGISTRATION The followng are requred: v v v Artcles of Incorporaton Unlmted Company Declaraton of Complance Notce of Address of Regstered Offce Certfed copes of the offcers and subscrbers TRN are requred Partculars of Dfferent Classes of Shares, where applcable. Payment of the prescrbed fees. (See Appendx 3 for fees) 6.2 PROCEDURES FOR REGISTRATION Obtan the requred forms Have avalable: Artcles of Incorporaton Unlmted Company Declaraton of Complance Notce of Address of Regstered Offce Partculars of Dfferent Classes of Shares, where applcable. 6.3 SUBMIT THE FOLLOWING DOCUMENTS Artcles of Incorporaton - Unlmted Company The Artcles of Incorporaton must: 21

25 regstraton of companes.qxp 02/05/ :55 AM Page 22 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 State the number of members of the company and f the company s to have a share captal, the amount of the share captal. Not nclude lmtaton of lablty clause n the Artcles of Incorporaton Be prnted or type wrtten n the prescrbed form acceptable by the ORC Be dvded nto consecutve paragraphs and the pages of the Artcles of Incorporaton must be properly numbered Bear stamp as a deed-stamped at the stamp offce Be sgned by each subscrber of the Artcles n the presence of a wtness State the occupaton of each subscrber and ther addresses Be dated Declaraton of Complance The Declaraton of Complance must contan: the name of the proposed company be dated the same date or a date subsequent to the date on the Artcles of Incorporaton. be sgned n the presence of a Justce of the Peace, Notary Publc or Commssoner of Oaths The Declaraton must be sgned by ether an Attorney at law or a Member of the nsttute of chartered Secretares & Admnstrators engaged n the formaton of the company, or a Person named n the artcles of ncorporaton as Drector or Secretary of the company 22

26 regstraton of companes.qxp 02/05/ :55 AM Page 23 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Notce of Address and Locaton of Regstered Offce The Offce of the Companes of Jamaca must be notfed of the address of the regstered offce n the prescrbed form at ncorporaton of a new company The address of the regstered offce s the address where all offcal correspondence wll be sent The address must be on the Island of Jamaca The malng address can be a Post Offce Box; however the regstered address must be an actual physcal locaton. The drector or secretary named n the Artcles of Incorporaton, the Attorney at Law or chartered secretary and admnstrator engaged n the formaton of the company s requred to sgn the notce v v Certfed copes of the subscrbers TRN as these are requred.the TRN must be certfed an Attorney at Law, Justce of the Peace or Notary Publc. Partculars of Classes of Shares; where applcable A company havng a share captal shall, where applcable, fle a document wth the Regstrar settng out the followng f two or more classes of shares are ssued, the rghts, prvleges, restrctons and condtons attachng to each class of shares; and f a class of shares may be ssued n a seres, the authorty gven to the drectors to fx the number of shares n, and to determne the desgnaton of, and the rghts, prvleges, restrctons and condtons attachng to the shares of each seres. Ths form must be completed f the company has more than one(1) class of shares 23

27 regstraton of companes.qxp 02/05/ :55 AM Page 24 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT SUBMISSION OF DOCUMENTS Submt the completed documents wth the stated fees (see Appendx 3 for fees) and at the tme of submsson the customer wll be told when to return to obtan the results. 6.5 ROLE OF THE COJ The COJ wll for revew all the documents that have been submtted. If the documents do not comply all documents wll be returned to the customer along wth the necessary amendments. The Regstrar s dscreton to refuse to regster a company wth an undesrable name wll be subject to gudelnes Rejecton of Documents If the documents are rejected, the customer wll be gven a Rejecton Memorandum outlnng the changes to be made to the documents. The customer should then make the approprate correctons and resubmt the documents to the COJ Certfcate of Incorporaton If the documents are accepted, the customer wll be gven the Certfcate of Incorporaton. 6.6 DOCUMENTS RECEIVED FROM THE COJ The customer wll receve the followng from the COJ: Rejecton Memorandum Certfcate of Incorporaton Recept 24

28 regstraton of companes.qxp 02/05/ :55 AM Page 25 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 7 APPOINTMENT OF DIRECTORS/SHADOW DIRECTORS 7.0 GENERAL GUIDELINES The followng actvtes should be undertaken after the company s regstered: A notce of partculars of drectors must be fled wth the Companes Offce of Jamaca wthn fourteen (14) days from the appontment of the drector of the company. A prvate company shall have at least one drector. Publc companes shall have at least three drectors at least two of who are not employees of the company or any of ts afflates. 7.1 DOCUMENTS REQUIRED The company should submt to the Regstrar of Companes the followng: Notce of Appontment of Drectors Orgnal or certfed copy of TRN of each drector Prescrbed fee (see Appendx 3 for fees) 7.2 STEPS TO FOLLOW The company s requred to: Obtan the Notce of Appontment of Drectors form from the COJ. Complete the Notce of Appontment of Drectors form The names of the drectors should be consstently spelt throughout the document. The prescrbed form must nclude the name, address, occupaton, and natonalty of drectors. Drectors should be over 18, as mnors have lmted capacty 25

29 regstraton of companes.qxp 02/05/ :55 AM Page 26 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Shadow drectors wll also be deemed drectors of the company. A shadow drector s a person n accordance wth whose drectons or nstructons the drectors of the company are accustomed to act, however, a person s not deemed a shadow drector by reason only that the drectors act on advce gven by hm n a professonal capacty. The person ceasng to be a drector cannot sgn the notce that s nformng the Regstrar of ths fact. A drector must lst f he or she holds drectorshps of any other company. If a company s a drector the followng nformaton must be provded to the ORC: corporate name, regstered offce address, place of ncorporaton and the company seal must be affxed and sgned by a drector and secretary of the company. The dutes of the drectorshp wll be executed by the duly authorzed offcer or agent of the company Orgnal or certfed copy of the drectors TRN s requred. Copes of the TRN must be certfed by an Attorney at Law, Justce of the Peace or Notary Publc v v v Submt the completed Notce of Change of Drectors form, certfed copy of each Drector s TRN and the stated fees to the ORC. If any document s rejected by the ORC, the company or agent wll be contacted and gven a rejecton memo outlnng the amendments requred. The company s to make approprate amendments as necessary and resubmt accordngly. 7.3 DOCUMENTS FROM THE COJ After all the requred nformaton s submtted, the company wll receve the 26

30 regstraton of companes.qxp 02/05/ :55 AM Page 27 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 followng: Recept Certfed copes of documents on request (fees apply) Rejecton memo, f applcable. 27

31 regstraton of companes.qxp 02/05/ :55 AM Page 28 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 8 APPOINTMENT OF A COMPANY SECRETARY 8.0 GENERAL GUIDELINES v Every company shall have a secretary who shall be apponted by the drectors. Notce of the appontment of a company secretary shall be gven to the Regstrar n the prescrbed form wthn ffteen (15) days after the date of the appontment. A sole drector shall not act as the company secretary. If the poston of secretary s vacant, any assstant or deputy secretary or any offcer of the company authorzed generally or specally n that behalf, can carry out the dutes of secretary 8.1 REQUIRED DOCUMENTS Notce of Appontment of Company Secretary form Orgnal or certfed copy of Secretary s and Company s TRN Prescrbed fees (see Appendx 3 for fees) 8.2 THE STEPS TO BE FOLLOWED Obtan the Notce of Appontment of Company Secretary form from the COJ. Complete the Notce of Appontment of Company Secretary form The COJ wll requre the followng nformaton: Full name Resdental address Occupaton Contact and fax numbers Secretary s Tax Regstraton Number Company s Tax Regstraton Number Date when apponted as Company Secretary 28

32 regstraton of companes.qxp 02/05/ :55 AM Page 29 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 The COJ wll also requre nformaton wth respect to the outgong secretary and the date when that person ceased to hold the offce of secretary. A certfed copy of the company s Drector s and Secretary s TRN s requred. TRN to be certfed by an Attorney at Law, Justce of the Peace or Notary Publc. v v v Submt the completed Notce of Appontment of Company Secretary form,trns and the stated fees to the COJ If any document s rejected by the COJ, the company or agent wll be contacted and gven a rejecton memo outlnng the amendments requred. The company s to make approprate amendments as necessary and resubmt accordngly. 8.3 DOCUMENTS FROM THE COJ After the documents are submtted the customer wll receve the followng: Recept Certfed copes of documents on request (fees apply) Rejecton memo, f applcable. 29

33 regstraton of companes.qxp 02/05/ :55 AM Page 30 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 9 THE COMPANY S ANNUAL STATUTORY REQUIREMENTS 9.0 ANNUAL RETURN A company s annual return s: v A document that regstered companes are requred by law to send to the Regstrar each year. It ncludes nformaton concernng the type of company and ts busness actvtes n regard to shares, the regstered offce, drectors, company members, and company debts secured by company assets. It s open to publc nspecton. Falure to fle the return s an offence and may lead to the company beng removed from the regster and fned. 9.1 SUBMISSION OF ANNUAL RETURNS General Gudelnes The annual return must be submtted n the prescrbed form that apples to the type of company. Every year the company shall make up annual returns for the perod endng: no later than the annversary of the company s ncorporaton -or- n the event that t s not the frst annual return then on the annversary date of the last return fled. v The annual return must be fled wth the Regstrar wthn twentyeght (28) days after the date to whch t s made up If a company fals to delver an annual return on ts due date that company shall be lable: 30

34 regstraton of companes.qxp 02/05/ :55 AM Page 31 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 to a penalty of $ for each day that the default exsts but subject to a maxmum penalty of $10, (enforceable by the court); and a late fee as prescrbed. v Certfed copes (certfed by a drector, the manager or secretary of the company) of the last balance sheet and proft and loss accounts lad before the company n the general meetng are to accompany the annual returns for the followng types of companes: Publc companes Every prvate company whch s oblged to fle accounts 9.2 TYPES OF ANNUAL RETURNS FORMS Annual returns forms can be obtaned from the COJ, dependng on the type of company as follows: Company havng a Share Captal form for the followng company types: Company Lmted by Shares Company Lmted by Guarantee wth a Share Captal Unlmted Company Company not havng a Share Captal form for followng company type: Company Lmted by Guarantee wthout a Share Captal An overseas company for followng company type: All overseas companes Certfed copes (certfed by a drector, the manager or secretary of the company) of the last balance sheet and proft and loss accounts lad before the company n the general meetng are to accompany the annual returns for the followng company types: Publc companes 31

35 regstraton of companes.qxp 02/05/ :55 AM Page 32 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Every prvate company whch s oblged to fle accounts Orgnal or certfed copy of company s and Drectors TRNs need to be submtted along wth payment of the prescrbed fees (see Appendx 3 for fees). 9.3 THE STEPS TO BE FOLLOWED Obtan the approprate Annual Return form from the COJ as follows:. For Companes: Lmted by shares Annual Returns Company Lmted by Shares form Not havng a share captal Annual Returns Company not havng a Share Captal form Regstered Overseas Annual Returns of an Overseas Company form Complete the Annual Return form. Annual returns for a company wth share captal shall: state the date to whch the annual return s made up Lst names and addresses of all persons who, on the date of the return, are members and offcers of the company and of all persons who have ceased to be members or offcers snce the date of the last return or, n the case of the frst return, of the ncorporaton of the company. State the number and classes of shares held by the members at the date of the return State the number of shares not fully pad up at the date of the return Indcate the changes, f any, n the stated captal snce the last return; these changes can nclude: 32

36 regstraton of companes.qxp 02/05/ :55 AM Page 33 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Issuances Purchases Redemptons Specfy any transfer of shares snce the last return If the names are not arranged n alphabetcal order, an annexed alphabetcal lst of the members s requred Converson nformaton must be stated.e. converson from shares to stock State the amount of stock held by each of the exstng members nstead of the number of shares and the partculars relatng to shares Provde nformaton as to the address where the regster of members and nformaton on shares, debenture and ndebtedness s located v Annual Return for a company not havng a share captal shall be made, statng: The date to whch t was made up The address of the regstered offce of the company All partculars of drectors and secretares at the date of the return Attach to the return a statement contanng partculars of the total ndebtedness of the company n respect of all mortgages and charges, whch are requred to be regstered under ths Act. State any ncrease n membershp A prvate company flng an annual return document must sgn the followng certfcates (A, B, C & D), where applcable: Certfcate A: A certfcate sgned by both drector and secretary whch states that the company has not snce the date of the last Annual Return ssued any nvtaton to the 33

37 regstraton of companes.qxp 02/05/ :55 AM Page 34 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Publc to subscrbe for any shares or debentures of the company or to depost money for fxed perod or payable on call whether bearng or not bearng nterest and we also certfy that to the best of our knowledge and belef snce the above-mentoned date no person other than the holder has except n cases provded for n the Fourteenth Schedule, had any nterest n any of the company s shares Certfcate B: A certfcate sgned by both drector and secretary whch states that the annual return dscloses the fact that the number of members of the company exceeds twenty, also a certfcate so sgned that the excess conssts wholly of persons who are not to be ncluded n reckonng the number of twenty Certfcate C: Should the company be a prvate company not oblged to fle accounts the followng certfcate s also requred whch certfes that to the best of ther knowledge and belef, subject to the exceptons provded for n the Ffteenth Schedule, no body corporate holds any shares n the company, and that ths has been the postons all tmes snce the date of the last Annual Return Certfcate D: Should be completed by any company whch falls wthn the exceptons outlned n secton 159 (1) and the crtera outlned n the 7th Schedule Part I Paragraph 7 of the Companes Act 2004 must also complete the followng certfcate. v Obtan and submt the Certfed copes (certfed by a drector, the manager or secretary of the company) lad before the company n the general meetng of the last balance sheet and proft and loss accounts are to accompany the annual returns for the followng company types: Publc companes Every prvate company whch s oblged to fle accounts v Certfed copes of the company s, Drectors and Secretary s TRN are requred. TRN to be certfed by an Attorney at Law, Justce of the Peace or Notary Publc. 34

38 regstraton of companes.qxp 02/05/ :55 AM Page 35 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 v v x The form & certfed copy of the TRN must be submtted along wth the stated fee (see Appendx 3 for fees) to the ORC. The company s gven a recept If the annual return s rejected by the ORC, the company or agent wll be contacted and gven a rejecton memo outlnng the amendments requred. The company s to make approprate amendments as necessary and resubmt accordngly. 9.4 DOCUMENTS FROM THE COJ After fllng the requred documents, the company wll be gven the followng: v Recept Certfed copes of documents on request (fees apply) Letter of good standng, f requested Rejecton memo and documents to be amended, f applcable. 35

39 regstraton of companes.qxp 02/05/ :55 AM Page 36 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 10 CHANGES IN A REGISTERED COMPANY 10.0 GUIDELINES Changes n a regstered company should be reported to the COJ. The types of changes that should be reported are: Change Change n Regstered Offce Address Change n Partculars of a Drector(s)/Shadow Drector Reducton of share captal Flng of Charge documents Change n Par value Allotment of shares/return of allotment Form(s) Notce of Change of Address of Regstered Offce Notce of Change of Drectors Declaraton to Reduce Share Captal Partculars and Summary of Charge Notce of Electon to Retan Par Value Shares Return of Allotment of Share 10.1 CHANGE OF REGISTERED OFFICE ADDRESS The General Gudelnes for change of Regstered Offce Address s as follows: The company must notfy the COJ on the prescrbed form wthn seven (7) days of any change of the regstered offce address. If the seventh day falls on a weekend, then notfcaton must be on the next workng day. The regstered offce s where all communcaton s sent Requrements from the Company The followng s requred: Notce of Change of Address of Regstered Offce form Orgnal or certfed copy of company s TRN Prescrbed fee (see appendx for fees) 36

40 regstraton of companes.qxp 02/05/ :55 AM Page 37 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT The Steps to be Followed Obtan the Notce of Change of Address of Regstered Offce form from the COJ. Complete the Notce of Change of Address of Regstered Offce form. The company must state the effectve date of the change of address. The prevous address of the Regstered Offce notces must be stated. The notce of address of regstered offce notce or change of address of regstered offce must be sgned by the drector, secretary or authorzed offcer of the company. An address and contact nformaton s requred for the persons sgnng the form. A certfed copy of the company s TRN s requred. TRN to be certfed by an Attorney-at-Law, Justce of the Peace or Notary Publc. v v v The form & certfed copy of the TRN must be submtted along wth the stated fee (see appendx for fees) to the COJ. If any document s rejected by the COJ, the company or agent wll be contacted and gven a rejecton memo outlnng the amendments requred. The company s to make approprate amendments as necessary and resubmt accordngly Documents From COJ After submsson of the documents the company wll receve: Recept Rejecton memo, f applcable 37

41 regstraton of companes.qxp 02/05/ :55 AM Page 38 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT CHANGE OF THE PARTICULARS OF DIRECTOR(S) AND SHADOW DIRECTOR(S) The General Gudelnes for the change of the partculars of Drector(s) and Shadow Drector(s) are: v A notce of partculars of drectors must be fled wth the Companes Offce of Jamaca fourteen (14) days from the appontment or change of the drector of the company. A prvate company shall have at least one drector who s not the secretary of the company. A publc company shall have at least three drectors at least two of whom are not employees of the company or any of ts afflates. A drector of a company may be a natural person (ndvdual) or a legal person, (company or corporaton) Requrements from the Company Notce of Change of Drectors form Orgnal or certfed copy of the TRN of each drector Prescrbed fee (see appendx for fees) The Steps to be followed Obtan the Notce of Change of Drectors form from the COJ. Complete the Notfcaton of Change of Drectors form The names of the drectors should be consstently spelt throughout the document. The prescrbed form must nclude the name, address, occupaton, and natonalty of drectors. Drectors should be over 18, as mnors have lmted capacty Shadow drectors wll also be deemed drectors of the company. A shadow drector s a person n accordance wth whose drectons or nstructons the drectors of the company are accustomed to act, however, a person s not 38

42 regstraton of companes.qxp 02/05/ :55 AM Page 39 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 deemed a shadow drector by reason only that the drectors act on advce gven by hm n a professonal capacty. The person ceasng to be a drector cannot sgn the notce that s nformng the Regstrar of ths fact. A drector must lst f he or she holds drectorshps of any other company. If a company s a drector the followng nformaton must be provded to the COJ: corporate name, regstered offce address, place of ncorporaton and the company seal must be affxed and sgned by a drector and secretary of the company. The dutes of the drectorshp wll be executed by the duly authorzed offcer or agent of the company A certfed copy of the drectors TRN s requred. TRN to be certfed by an Attorney at Law, Justce of the Peace or Notary Publc. v v v Submt the completed Notce of Change of Drectors form, certfed copy of the TRNs and stated fees (see appendx for fees) to the COJ If any document s rejected by the COJ, the company or agent wll be contacted and gven a rejecton memo outlnng the amendments requred. The company s to make approprate amendments as necessary and resubmt accordngly DOCUMENTS FROM COJ After submsson of the documents, the customer wll receve the followng from the COJ: Recept Certfed copes of documents on request (fees apply) Rejecton memo, f applcable 39

43 regstraton of companes.qxp 02/05/ :55 AM Page 40 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT FILING CHARGE DOCUMENTS General Gudelnes for flng charge documents are as follows: It s the responsblty of the company to fle all charges. If companes default they are lable to a $50,000 fne. Credtors can regster the charges on behalf of the company. Charges nclude: a charge for the purpose of securng any ssue of debentures; a charge on uncalled share captal of the company; a charge created or evdenced by an nstrument whch, f executed by an ndvdual, would requre regstraton as a bll of sale; a charge on land, wherever stuated, or any nterest theren but not ncludng a charge for any rent or other perodcal sum ssung out of land; a charge on book debts of the company; a floatng charge on the undertakng or property of the company; a charge on calls made but not pad; a charge on a shp or any share n a shp; a charge on goodwll, on a patent or a lcence under a patent, on a trade mark or on a copyrght or a lcence under a copyrght. v v Every charge created after the effectve date of the Companes Act 2004 shall be vod aganst the lqudator and any credtor of the company f t s not regstered n the prescrbed manner at the COJ before the wndng up of the company A charge regstered wthn 21 days (nclusve of publc holdays and 40