A company is a legal person, though
artificial in nature, separate from its members
whereas a business does not have a separate legal
identity from its members. In the case of a business
therefore, there is no separate existence distinct
from its members.
A company may be registered with
the liability of the members limited by the amount
of their unpaid share capital or by guarantee whereas
the personal property of the owners of the business
may be used to set off any claims made in a court
of law. The owners of the business are liable for
the contractual liabilities and obligations of the
A company has perpetual succession
meaning that a change in the membership does not
affect the existence of the company whereas a business
does not enjoy this perpetual succession. For example,
in the case of a partnership, which is one form
of business registration, a change in the membership
affects the partnership.
the formation of a company, three documents must be
submitted. These are
The Articles of Incorporation, which sets out among other
things, the core business of the company and the
internal rules governing the company.
Declaration of Compliance stating that the requirements of
the Act were adhered to in forming the company
Registered office notice which states the legal address of
For the registration of a business, the completion of a
standard form is all
that is required.
The property of the business is either
owned by one person where it is a sole proprietorship
or jointly by the partners where it is a partnership.
The property owned by the company belongs to the
company and not the members.
The directors of a company are responsible
for the management of the company and the members
of the company are not involved in the management
of the business whereas the owners of a business
are in fact in most cases the managers of the business.
A company may create floating charges
over its assets whereas a business cannot. The owners
of the business may however create charges over
assets such as land, vehicles and equipment.
A business may be closed by notice
in writing to the Companies Office of Jamaica whereas
a company, which has assets or liabilities, must
be wound up in accordance with the Companies
Act. Where a company has no assets or liabilities
it must be removed in accordance with the Companies
The Companies Act prohibits
the registration of any two companies with the same
name thereby protecting a company’s name whereas
there is no similar provision in the Registration
of Business Names Act.
A company can sue and be sued in
its own name whereas a business cannot do this.
A company is registered under the
Companies Act whereas a business is
registered under the Registration of Business
Companies must register under the
Companies Act whereas not all persons
operating a business need register under the Registration
of Business Names Act.
UNDER THE COMPANIES ACT 2004
During a Company’s life, it is be required to file
certain documents to ensure compliance with the
Companies Act. Each
of these documents will attract late filing fees if they
are not filed within the time specified by Act.
Continued default in filing may lead to prosecution,
suit or disqualification of the company’s officers.
of Directors or any change therein (Form 23)
When? This document must be submitted to the Companies Office of
Jamaica within fourteen (14) days of the incorporation
of a Company or of any change in the Particulars of the
It is important that the particulars of Directors of a
company be filed with the Companies Office because
Persons doing business with the company can ascertain
who is capable of entering into transactions on
behalf of the company.
The liability of officers of the company at various points
in time can be determined
wishing to contact the company will be able
the persons to whom communications to
company may be addressed.
of Appointment of Company Secretary (Form 20)
This document must be submitted to the Companies Office of
Jamaica within fifteen
(15) days of the incorporation of a Company or of
any change in the Company Secretary
It is important that the Notice of Appointment or Change of
Company Secretary of a company be filed with the
Companies Office because
The Secretary of a Company is an officer of the
company, whose appointment must form a part of the
The liability of officers of the company at various periods
of time can be determined
Persons wishing to contact the company will be
identify the persons to whom communications to the company may be addressed.
Who can file?
This document must be signed by an existing Director /
of the Company
Office Notice ( Form 17)
When? This document is filed along with the documents for
incorporation. Changes in the address of the Registered
Office must be filed within seven (7) days of the
Why? It is important that the Registered Office Notice of
a company be filed with the Companies Office because
Interested investors and members of the
public can find out where to locate and/or contact the
All communications and notices should be sent to the
Registered Office of the company. In fact, a company is
deemed to have received any correspondence which is sent
or delivered to the address recorded at the Companies
Office of Jamaica as the Registered Office of a Company
Returns ( Form 19 A or Form 19B)
When? This document should be made up
to a date on or before the anniversary of the
incorporation of a company if the company is filing
returns for the first time. The annual returns should be
made up to a date on or before the anniversary of the
last return filed in the case where previous returns
have been filed. The
company has 28 days from the date to which the return is
made up before the return becomes overdue.
It is important that the Annual Returns
of a company be filed with the Companies Office
The Annual returns are important in
identifying changes in the ownership or management of a
company during the period for which the return is made
These returns are also important in identifying changes in
the value of shares and share transactions during the
period for which the return is made.
* Companies limited by Guarantee must file Financial
Statements along with their Annual Returns
All Public Companies and other Companies, which meet
certain criteria set out by the Act are also required to
file Audited Financial Statements along with their
All Companies whose names appear on the register of
companies are required to comply with the statutory
obligations under the Companies Act whether or not the
company is actively doing business.
Where a company has stopped doing business and
wishes to be removed from the register, the procedure
for removal may be followed.
REMOVAL UNDER THE COMPANIES ACT 2004
REMOVAL BY REQUEST
A company, which has ceased trading and has no assets
or liabilities may request removal under the Companies
Act. In order to do this, the company will be required
to do the following:
File any outstanding documents (Annual Returns, notices
etc., to bring the company’s filings up to date)
Submit a request for removal in writing to the Companies Office of Jamaica. This letter must be signed by a Director or
Authorized Official of the company and must expressly
state that the company wishes to be removed from the
register of companies.
letter from an Auditor/Chartered Accountant
certifying that the Company has neither assets
nor liabilities .
The applicable fee for the removal (in addition to the fees
for filing the outstanding documents) consists of the
processing fee for the removal, and a charge for
advertising the removal in the newspaper.
A company which still as assets or liabilities must proceed
by way of Liquidation.
REMOVAL BY THE REGISTRAR OF COMPANIES
The Companies Act 2004 empowers the Companies
Office of Jamaica to strike from the Register of Limited Companies any
Company where she has reasonable cause to believe that
the company is not carrying on business or in operation.
In the event that a company is struck off the
Register while it is still carrying on business or owns
property, the assets of the Company will go bona
vacantia to the Crown.
That is, The Government of Jamaica becomes the
owner of the
If a company is struck of the Register while it owns
property or is carrying on Business, it may within
Twenty (20) years of being struck off, request
restoration to the register. Such a company will be
required to satisfy the Registrar of Companies that
The company was at the time of striking off, carrying on
business or in operation
There is just cause for the Company to be restored to the
A Company seeking restoration
would be required to bear the cost of restoration as
well as payment to update its records
N.B. Changing the Name of a
Company or transferring ownership of the Company or the
death of the members does not automatically result in
closure of the Company
UNDER THE BUSINESS NAMES ACT
Persons registered under this Act are required
to renew their registration every three years and to
inform the Registrar in the event of any changes to the
business (e.g. the address).
COMPLIANCE UNDER THE INDUSTRIAL AND PROVIDENT
An industrial And Provident
Society is expected to file Annual return (Form K) along
with financial statements each year.