regstraton of companes.qxp 02/05/2007 09:55 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.
regstraton of companes.qxp 02/05/2007 09:55 AM Page 2 TABLE OF CONTENT CHAPTER 1...1 THE ROLE OF THE COMPANIES OFFICE OF JAMAICA CHAPTER 2...4 REGISTERING A COMPANY, NAME SEARCHES AND REGISTRATION CHAPTER 3...6 REGISTRATION OF A PUBLIC COMPANY LIMITED BY SHARES CHAPTER 4...12 REGISTRATION OF A COMPANY LIMITED BY GUARANTEE WITH SHARE CAPITAL CHAPTER 5...17 REGISTRATION OF A COMPANY LIMITED BY GUARANTEE WITHOUT SHARE CAPITAL CHAPTER 6...21 REGISTRATION OF AN UNLIMITED COMPANY CHAPTER 7...25 APPOINTMENT OF DIRECT/SHADOW DIRECTORS CHAPTER 8...27 APPOINTMENT OF A COMPANY SECRETARY CHAPTER 9...29 THE COMPANY S ANNUAL STATUTORY REQUIREMENTS CHAPTER 10...35 CHANGES IN REGISTERED COMPANY
regstraton of companes.qxp 02/05/2007 09:55 AM Page 3 CHAPTER 11...47 PROCESSING COMPLAINTS AGAINST DIRECTORS CHAPTER 12...50 HOW TO RESTORE A COMPANY APPENDICES
regstraton of companes.qxp 02/05/2007 09:55 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. 1.0.1 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 3 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 1.3 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 (www.orcjamaca.com). There s a glossary of terms avalable on the COJ s webste (www.orcjamaca.com) 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 5 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 2.1.1 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. 2.1.2 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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. 3.5.1 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. 3.5.2 Certfcate of Incorporaton If the documents are accepted, the customer wll be gven the Certfcate of Incorporaton. 10
regstraton of companes.qxp 02/05/2007 09:55 AM Page 11 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 3.5.3 Documents from COJ The customer wll receve the followng from the COJ. Rejecton Memorandum Certfcate of Incorporaton Recept 11
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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. 4.5.1 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 16 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 resubmtted to the COJ. 4.5.3 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 18 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 5.2 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 20 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 5.4 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. 5.5.1 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. 5.5.2 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 24 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 6.4 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. 6.5.1 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. 6.5.2 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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 9.1.1 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 31 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 to a penalty of $100.00 for each day that the default exsts but subject to a maxmum penalty of $10,000.00 (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
regstraton of companes.qxp 02/05/2007 09:55 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 9.2.3 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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
regstraton of companes.qxp 02/05/2007 09:55 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. 10.1.1 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 37 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 10.1.2 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. 10.1.3 Documents From COJ After submsson of the documents the company wll receve: Recept Rejecton memo, f applcable 37
regstraton of companes.qxp 02/05/2007 09:55 AM Page 38 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 10.2 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) 10.2.1 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) 10.2.2 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
regstraton of companes.qxp 02/05/2007 09:55 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. 10.3 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 40 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 10.4 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
regstraton of companes.qxp 02/05/2007 09:55 AM Page 41 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 weekends) of ts creaton shall rank n prorty to any charge created after t. v Any charge created and not regstered wth the COJ wthn 21 days after ts creaton shall for the purpose of prorty be deemed to have been created on the regstraton date.the regstraton date s the date when the company fles the document wth the COJ and satsfes all the necessary requrements. Where a charge s rejected and returned, the relevant date for regstraton s the date of the document was last returned to the COJ. v v If the amount secured by a charge s ncreased after the charge s regstered at the COJ, the partculars must be fled at the COJ. A Partcular of ncrease, whch states detals of the ncrease along wth any, supportng documentaton e.g. upstampng page of the charge document, duly endorsed by stamp offce. If the amount secured by a charge s ncreased after the charge s regstered at the COJ, the amount by whch the charge s ncreased wll not take prorty over a charge created subsequent to the orgnal charge but pror to the upstampng. Notce of the subsequent charge must be gven to the pror chargee (lender). 10.4.1 Requrements from the Company The followng nformaton s requred: Partculars and Summary of Charge form The orgnal or certfed copy of the Charge document If the document s beng certfed by the company/borrower, then two (2) authorzed offcers of the company should sgn under seal of the company or f not under the seal one (1) offcer should sgn. The document may be certfed by an Attorney-at-Law or duly authorzed agent on behalf of the lender v Orgnal or certfed copy of the company TRN of lender and borrower Prescrbed fees (see Appendx 3 for fees) 41
regstraton of companes.qxp 02/05/2007 09:55 AM Page 42 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 10.4.2 The Steps to be Followed Obtan the Partculars and Summary of Charge form from the ORC. Complete the Partculars and Summary of Charge form A certfed copy of the lender s and borrower s (company 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 Partculars and Summary of Charge form, orgnal or certfed copy of the charge document, orgnal or certfed copy of the company s TRN (lender and borrower) and the prescrbed 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. 10.4.3 Documents from the COJ After submttng the requred nformaton, the customer wll be gven Recept Certfcate/letter of regstraton of a charge Rejecton memo, f applcable 10.5 NOTICE OF ELECTION TO RETAIN PAR VALUE General Gudelnes for the Notce to Retan Par Value Effectve after the Companes Act 2004, shares n a company shall be ssued wthout nomnal or par value. Companes wll not be able to fle any documents usng the Par value unless the notce of electon has been fled wth the COJ 42
regstraton of companes.qxp 02/05/2007 09:55 AM Page 43 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 v v v v v x A share wth a nomnal value or par value ssued, before the Companes Act 2004 takes effect, shall be deemed to be a share wthout nomnal or par value. The Ordnary Resoluton must be fled wthn ffteen (15) days from the date the resoluton s passed. Ths procedure s only necessary f a company by ordnary resoluton makes the electon to retan ts exstng shares wth a nomnal or par value and may contnue to ssue shares wth a nomnal or par value. Notce of the electon must be gven to the COJ Ths electon must be made wthn sx months the date the Companes Act 2004 takes effect. Ths electon lasts for 18 months, at the end of 18 months the company wll be deemed to have converted ts exstng shares to shares wthout a nomnal or par value and shares ssued thereafter shall be shares ssued wthout a nomnal or par value. If the company decdes before the end of 18 months that t wants to change from nomnal or par value to no par value they should notfy the COJ n the prescrbed form. 10.5.1 Requrements from the Company The followng are requred: 10.5.2 The Steps to be followed Notce of Electon to Retan Par Value Shares form Certfed copy of the Ordnary Resoluton Orgnal or Certfed copy of company s TRN Prescrbed fees (see Appendx 3 for fees) Obtan the Notce of Electon to retan Par Value Shares form from the COJ Complete the Notce of Electon to retan Par Value Shares form A certfed copy of the Ordnary Resoluton s requred 43
regstraton of companes.qxp 02/05/2007 09:55 AM Page 44 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 v 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 Submt the Notce of Electon to retan Par Value Shares form, certfed copy of the Ordnary Resoluton orgnal or certfed copy of the company s TRN and the prescrbed 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. 10.5.3 Documents From COJ The customer wll receve the followng: Recept Certfed copes of documents on request (fees apply) Rejecton memo, f applcable 10.6 REGISTRATION OF ALLOTMENT OF SHARES OR RETURN OF ALLOTMENT General Gudelnes for the Regstraton of an Allotment of Shares or Return of Allotment are: The COJ must be notfed of any allotment of shares wthn one month of any allotment made by a company. An allotment s the assgnment of shares to the members of the company. In the case of publc companes: Whch have ssued a prospectus, no allotment of shares can be made unless the amount stated n the prospectus as the mnmum subscrpton has been receved Whch have not ssued a prospectus, no allotment of shares may be made unless 3 days before the frst allotment a 44
regstraton of companes.qxp 02/05/2007 09:55 AM Page 45 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 statement n leu of prospectus s regstered wth the Regstrar v Wthn one month of each allotment the company (prvate or publc) must fle a return of allotment n the prescrbed form wth the Regstrar. 10.6.1 Requrements from the Company Return of Allotment of Share form Orgnal or Certfed copy of company s TRN Prescrbed fees (see Appendx 3 for fees) 10.6.2 The Steps to be followed Obtan the Return of Allotment of Share form from the COJ. Complete the Return of Allotment of Share form The return of allotment wll nclude: The number of shares comprsed n the allotment. The names, addresses and descrpton of allotees. The amount, f any, pad or due and payable on each share. In the case of shares allotted for consderaton other than cash, the return of allotment must be accompaned by a partculars of contract n the prescrbed form consttutng the terms of the allotment, together wth any other relevant contracts for example any contract for sale of land. These contracts must be duly stamped. Where a contract has not been reduced to wrtng, the Partculars of Contract form wll have to be stamped. v Where the shares have been allotted n exchange for land or past servces rendered, the land or past servces rendered must be the far equvalent of the money that the company would have receved f the shares had been ssued for money. No allotment may be made n these crcumstances unless the drectors of the company have passed a resoluton that the allotment should be made. 45
regstraton of companes.qxp 02/05/2007 09:55 AM Page 46 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 v v The resoluton must state the nature of the consderaton, ts value and the extent to whch the shares to be ssued wll be credted as pad up. Before ths resoluton s passed Where the consderaton conssts of servces, a qualfed accountant must gve a report no more than 120 days before the allotment that the worth of such servces s at least as much as the amount whch wll be credted as pad up on the shares. In any other case, a qualfed accountant, valuer or surveyor must gve a report no more than 120 days before the allotment that the worth of the consderaton s at least as much as the amount whch wll be credted as pad up on the shares. v v If the allotment s beng made to a member other than an exstng shareholder, a certfed copy of the TRN of that person s requred. 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. x x x Submt the Return of allotment of share form, duly stamped contract (f applcable), qualfed accountant, valuer or surveyors report (f applcable), orgnal or certfed copes TRNs and the prescrbed 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. 46
regstraton of companes.qxp 02/05/2007 09:55 AM Page 47 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 10.6.3 Documents from the COJ After the requred documents have been submtted to the ORC, the company wll be gven the followng: Recept Certfed copes of documents on request (fees apply) Rejecton memo, f applcable. 47
regstraton of companes.qxp 02/05/2007 09:55 AM Page 48 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 11 PROCESSING COMPLAINTS AGAINST DIRECTORS 11.0 DISQUALIFICATION OF A DIRECTOR General gudelnes A complant may be made to the Regstrar that a person s unft to be concerned wth the management of a company. Such complants may be made by shareholders drectors credtors lqudator of a company trustee n bankruptcy or the Regstrar of Companes The Regstrar may make an applcaton to the court f she s satsfed that a person s unft to be concerned wth the management of a company Stated cases n whch the court wll dsqualfy a drector Any msfeasance/breach of fducary/other duty by the drector n relaton to the company Any msapplcaton or retenton of money/other property of the company or any conduct by the drector gvng rse to an oblgaton to account for money/other property The extent of the drector s responsblty for any falure of the company to comply wth ths Act n relaton to the keepng and mantanng of accountng records Whether the drector has knowngly been party to carryng on busness of the company wth the ntenton to defraud credtors. Any other crcumstances that may be prescrbed. 48
regstraton of companes.qxp 02/05/2007 09:55 AM Page 49 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 11.2 REQUIREMENTS FROM THE COMPANY The followng documents are requred: Applcaton to Dsqualfy a Drector Declaraton n Support of Applcaton for Dsqualfcaton of Drector Orgnal or certfed copy of applcant s TRN Prescrbed fees (see Appendx 3 for fees) 11.3 THE STEPS TO BE FOLLOWED Obtan the Applcaton to Dsqualfy a Drector and the Declaraton n Support of Applcaton for Dsqualfcaton of Drector forms. Complete the Applcaton to Dsqualfy a Drector and the Declaraton n Support of Applcaton for Dsqualfcaton of Drector forms. The Statutory declaraton must state the grounds on whch the clam s beng made Provde orgnal or certfed copy of applcant s TRN v v v v Submt the applcaton & statutory declaraton along wth the stated fees (see Appendx 3 for fees) to the ORC. The Restoraton and Investgaton Supervsor wll nvestgate the complant. The apponted supervsor wll contact the company for any assstance that may be needed for the nvestgaton by way of letter of nqury wthn fve workng days. The company shall respond n wrtng wthn ten days. If n completng the nvestgatons the concluson s made that there s mert to the clam, a hearng wll be held. 49
regstraton of companes.qxp 02/05/2007 09:55 AM Page 50 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 The hearng wll be held ten days after a response s receved from the company. Notce wll be sent to the applcants from the COJ to nform them of the date and tme of the hearng. v If the panel s satsfed that there are suffcent grounds for the matter to be heard n Court, the panel wll ssue a Certfcate of Leave to proceed to the effect that the applcants have the rght to make an applcaton to the Court. Any person ncludng the Regstrar who ntends to make an applcaton to the court must gve the person concerned at least 10 days notce of hs/her ntenton to do so x A decson by the regstrar to refuse to ssue a certfcate may be appealed to the Master n Chambers 11.4 DOCUMENTS FROM THE COJ The company after submttng all the requred documents, wll receve from the COJ: Notfcaton of Recept of Complant under Secton 180 of the Companes Act 2004 Notfcaton of Hearng pursuant of Secton 180 of the Companes Act 2004 Certfcate of Leave to Proceed, and a Recept 50
regstraton of companes.qxp 02/05/2007 09:55 AM Page 51 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 CHAPTER 12 HOW TO RESTORE A COMPANY? 12.0 GENERAL GUIDELINES A company or a member 12.1 REQUIREMENTS FROM THE COMPANY The followng documents are requred from the company Applcaton to Restore a company to the Company Regster Declaraton n Support of Applcaton for Restoraton Prescrbed fees (see Appendx 3 for fees) 12.2 THE STEPS TO BE FOLLOWED Obtan the Applcaton to Restore a Company to the Company Regster and Declaraton n Support of Applcaton for Restoraton forms from the COJ Complete the Applcaton for to Restore a Company to the Company Regster Complete the Declaraton n Support of Applcaton for Restoraton form. The Declaraton s to be done by a company, member of the company (offcer) or credtor of the company the declaraton must nclude the followng detals: Statement of ntenton to fle outstandng documents Name of the company Date of ncorporaton Status of the company Regstered offce address Drectors at the tme of the applcaton for restoraton 51
regstraton of companes.qxp 02/05/2007 09:55 AM Page 52 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Date struck from the regster Drectors at the tme the company was struck from the regster Justfcaton for restoraton for nstance any proof of an outstandng debt from the credtor. Exhbt of the Notce to the Commssoner of Lands & Accountant General where applcable Any other relevant nformaton v Submt the applcaton and declaraton to COJ together wth the prescrbed fee (see Appendx 3 for fees). The fee for restoraton of a company wll be pad n two parts. Half of the restoraton fee wll be submtted wth the applcaton & statutory declaraton The other half submtted after the hearng when the order s beng fled at the COJ v The Restoraton and Investgaton Supervsor wll respond to the applcaton to restore the company. Applcatons wll be heard once per month every fourth Tuesday & notce of the applcaton must be receved at least fve workng days before the hearng. Once the applcaton s heard by the commttee an order may be granted, the order must state the tme perod n whch the company s to fle the outstandng company documents f any, and the cost to be pad by the applcant. v The order must be fled along wth the outstandng documents to the ORC wthn the specfed tme. 12.3 RESULTS OF THE APPLICATION Once the company fles the order, documents, and remanng fees (see appendx for fees) to the COJ then the company or the Attorney actng on behalf of the company 52
regstraton of companes.qxp 02/05/2007 09:55 AM Page 53 Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 wll be ssued a standard letter (Notfcaton of Restoraton). The COJ wll publsh notce of the Restoraton n the gazette 12.4 DOCUMENTS RECEIVED FROM THE COJ If the applcaton s approved, the company wll receve the followng: Order for Restoraton s sent after the hearng Notfcaton of Restoraton Gazetted Notce of the Restoraton 12.5 CONTACT INFORMATION For further nformaton please contact: The Regstrar Companes of Jamaca (Formerly the Offce of the Regstrar of Companes) 1 Grenada Way Kngston 5 Tel: (876) 908-4427-9 Fax: (876) 908-4425 Webste: www.orcjamaca.com 53
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regstraton of companes.qxp 02/05/2007 09:55 AM Page Volume 7, Secton 3A REGISTRATION OF COMPANIES - CUSTOMER GUIDELINES BASED ON COMPANIES ACT 2004 Appendx 2 Form Name search and Name Reservaton Artcles of Incorporaton Company Lmted by Shares Artcles of Incorporaton Company. Lmted by Guarantee wth Share Captal Artcles of Incorporaton Company Lmted by Guarantee wthout Share Captal Artcles of Incorporaton Unlmted Company wth a Share Captal Declaraton of Complance Declaraton of Mnmum Share Captal Regsterng: Notce of Address of Regstered Offce or Notce of Change of Address of Regstered Offce Applcaton to Dsqualfy a Drector Declaraton n Support of Applcaton for Dsqualfcaton of Drector Applcaton for to Restore a Company to the Company Regster Declaraton n Support of Applcaton for Restoraton Used for - Reservng a Company Name - Regsterng a Company Lmted by Shares - Regsterng a Company Lmted by Guarantee wth a Share Captal - Regsterng a Company Lmted by Guarantee wthout a Share Captal - Regsterng Unlmted Company wth a Share Captal - Regsterng all Company types - Publc Company Lmted wth Share Captal - Prvate Regsterng a Company Lmted wth Share Captal - Mutual Fund Company Lmted wth Share Captal - Publc Company Unlmted wth Share Captal - Prvate Company Unlmted wth Share Captal - Company Lmted by Guarantee wth Share Captal - Change n Regstered Offce Address - Dsqualfyng a Drector - Dsqualfyng a Drector - Restorng a Company - Restorng a Company
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