So You Want To Go Into Business
Each person who intends to go into business must decide on the legal structure best suited to his or her needs. The legal structure of a commercial enterprise defines the legal relationships within the enterprise as well as its relationship to its environment. In choosing the best structure, you should consider your personality, the purpose of the enterprise, its intended size, management capability and statutory requirements for the several types of commercial enterprises there are.

There are two basic structures to choose between:

• A Company - a commercial enterprise registered or incorporated under the Companies Act. (A company can be either be Non Profit (Charity, Club, NGO etc) or Profit Generating)
• A Business - a sole trader, partnership or trade name registered under the Registration of Business Names Act.

Overseas Company Registration
An Overseas company is a company that is incorporated outside of Jamaica which establishes a place of business in Jamaica. The overseas company is a branch of the company registered outside of Jamaica. Only three documents are required for the Registration of an Overseas Company:

Local Company Registration
(Either Non Profit and Profit Generating Companies) Before registering a company, it is important to decide whether it is necessary to avail oneself of corporate status or whether to seek registration under the Registration of Business Names Act, which is a much cheaper and simpler form of registration appropriate to small low risk business enterprises.

Business Name Registration
Patrons of our site can now register their business name by completing some simple steps within our business registration category

Company Name Reservation
One of the new features of the Website is company name reservation. A company name may be reserved for a period of ninety (90) days.

Particulars of Directors
The Registrar of Companies must be notified of the appointment of the Directors at the time of incorporation. Notification to the Registrar will be by way of the Business Registration Form. This service is not presently available online.

Change of Directors
The Registrar of Companies must be notified of any modification in the particulars of directors within fourteen (14) days of the change. This service is not presently available online.

Registered Office Notice
The Registrar of Companies must be notified of the registered office address at the time of incorporation. Notification to the Registrar will be by way of the Business Registration Form. This service is not presently available online.

Beneficial Owners of The Company (BOR Form A, B Form C)
The Beneficial owners of the company must be identified at incorporation and within fourteen (14) days of any change in the Particulars of the Beneficial Owners or Members of the Company. Since 2018, information on beneficial owners which must be submitted as a part of the incorporation package.
Effective 2023: All Companies must notify the Companies Office of their Beneficial Owners
At Incorporation:

BOR Form A and/or B are submitted with the Articles of Incorporation and the BRF1 to identify the beneficial Owner of the company

Changes in Beneficial Owners are to be filed using:

Form 27A or 27B and

BOR Form C

Registering an Overseas Company

Part X Companies: Overseas Companies

An Overseas company is a company that is incorporated outside of Jamaica which establishes a place of business in Jamaica. The overseas company is a branch of the company registered outside of Jamaica.

Overseas Company Formation:

For the formation of an overseas company, three (3) items must be submitted. These are:

1. A Form 31 (Form 31A Overseas Companies with Shares or Form 31B Overseas Companies without Shares)
2. A certified copy of the Charter, Statute or Articles of the company or other instrument constituting or defining the constitution and name of the company. The copy of the Charter, Statutes or Articles is to be certified to be a true copy of the original by an official of the Government body responsible for custody of the original.
3. The Beneficial Ownership Return (Form A and/or B) which sets out the name and particulars of the Beneficial Owners of the Company.
4. All companies must identify and provide identification documents for all the Shareholders, all members and all Beneficial Owners of the company.
5. The registration fee is $25,000.00

Translations an Important note for Overseas Companies:

Where the copy of the Charter, Statute or Articles of the company or other instrument constituting or defining the constitution and name of the company is in a language other than English a translation must be certified in the following ways.

1. If made outside of Jamaica in a country having a Jamaican embassy or consulate, by –
   1. the Ambassador, Consul-General or any person designated by that representative; or
   2. A minister of Government or Government official of equivalent authority or a person designated by him, who certifies that the translator is known to him as competent to translate it into the English language;
2. If made outside of Jamaica in a country not having a Jamaican embassy or consulate,
   1. by any minister of Government or Government official of equivalent authority in that country or a person designated by him, who certifies that the translator is known to him as competent to translate it into the English language;
3. If made in Jamaica, by the minister responsible for foreign affairs or any person designated by him, who certifies that the translator is known to him as competent to translate it into the English language.

Notification of Changes for an Overseas Company

• Notification of changes to the directors of the company or the particulars contained in the list of directors is to be given to the Registrar by means of a Form 5.
• Notification of a change in the names or addresses of persons authorized to accept service on behalf of the company is to be communicated using the Form 31.
• Notification of changes made to the name of the company is to be communicated via a Form 5 together with a certified copy of the certificate of change of name or other document constituting the change in the company's name. The copy of the certificate is to be certified to be a true copy of the original by an official of the Government body responsible for custody of the original.

Annual Obligation of Overseas Companies:

• An overseas company must file a Balance Sheet, Profit and loss account in accordance with the Companies Act 2004. The document must be certified by a director of the Company that the document is a true copy of the original
• The Beneficial Owner Return (Form BOR Form A/B.) is to be filed Annually on the anniversary of incorporation or the anniversary the last Beneficial Owner Return was filed.

Registering a Local Company
Under the Companies Act 2004, it became possible for a company to reserve a name for up 90 days before it is actually registered. The advantages of name reservation include

1. Establishing that the name is appropriate and available for use
2. Protecting the name from use by others for the reservation period
3. Allowing the company to use the name for pre-incorporation contracts with certainty

Procedure ( Will the procedure below still apply with the new DPMIS Name Reservation System)

In order to access this service, you will need to complete and submit a COMPANIES NAME SEARCH AND NAME RESERVATION FORM (form 6) at the Companies Office of Jamaica. The fee is $ 500.00 for the Name Search and $3000.00 for the Name Reservation. Total Reservation Cost is $3500.00. Upon completion of the process, you will be issued with a letter advising that the name is reserved for a period of Ninety days. Name reservation may also be done online through this Website.

Pointers for choosing a name

1. The Companies Office of Jamaica has the right to refuse any name which is likely to cause confusion with another name already on the Register of Companies.
2. Names containing obscene language or indicating an illegal activity will also be refused
3. Names implying connection with Royalty, or a Political Party must be justified
4. Certain names e.g. containing “Engineering”, “Pharmacy”, “Medical” e.t.c. must also be justified and may necessitate the provision of professional certification
   
   (More information can be found in the Companies Rules 2006 on the COJ's website)

The following documents must be submitted:

1. The Articles of Incorporation (Form 1A or 1B) which will contains the following information:
   1. The Name of the Company, which must include “Limited” as the last word of the name in the case of a Company limited by shares or by guarantee.
   2. The registered address of the company which must be situated in Jamaica;
   3. In the case of a Company having a share capital, the classes of shares, and the maximum number of shares the Company is authorized to issue; if any; (If the Company has more than 1 class of share (For eg. Ordinary and Preference Shares) and is issuing more than one class at the time of incorporation, then a Form 3 must be submitted)
   4. Restrictions, if any, on share transfers
   5. Minimum and/or maximum number of Directors;
   6. Any restrictions on the business that the Company may carry on.
   Form 1A is used for Companies Making Profit. • Form 1B for Non-Profit Companies (Churches, Charities, Foundations. Service Clubs, NGO's etc.)
   
   The stamping of Articles may be done at the Stamp Duty and Transfer Tax Department however this is no longer a mandatory requirement as this service is now provided in house at the Companies Office of Jamaica
2. The Business Registration Form (BRF1) a.k.a. “Super Form”
   
   This form captures the required information on the directors, secretary, registered office and the relevant information for the National Insurance Scheme (NIS), Tax Office (TRN, TCC and GCT), Heart Trust and National Housing Trust. The provision of the directors and company secretary details are now mandatory at incorporation.
   
   The form must be signed by
   1. All Director(s)
   2. The person declaring the accuracy of the information submitted on the form.
3. The Beneficial Ownership Return (Form A and/or B):
   
   This form which sets out the name and particulars of the Beneficial Owners of the Company. All companies must identify and provide identification documents for all the Shareholders, members and Beneficial Owners of the company.
4. An Original Valid government issued identification of the principal director and the person declaring the accuracy of the form must be presented to the Companies Office.

The Process:

These documents are then examined to ensure that they are fully and accurately completed. If the documents are in order, then a Certificate of Incorporation is issued within four working days.

The Cost to Register the Company is $24,000.00 (There is an additional charge of at least $500.00 if the documents are stamped at the Companies Office.)

Removal of a Company
A company may be removed from the Register of Companies where the Registrar has reasonable cause to believe that the Company is not operating. If the company has ceased to operate and has no assets or liabilities the directors or a majority of them may request in writing that the company be removed from the Companies’ Register. The fact that the company has no assets nor liabilities must be confirmed in writing by the Auditors of the Company

In the event that a company is removed while it is still in business or owns property, it may seek restoration to the Register within twenty (20) years of being removed

Access to information at the Companies Office

All documents filed with the Companies Office of Jamaica in fulfilment of an obligation under the Companies Act provide public information. As the Companies Office is a registry the public may perform searches on our website or in office on registered entities to obtain information on companies.
Summary of COJ Registry Access

1. Using our website, you must be a subscriber to access Basic Information on Companies
2. For Walk -in customers our Public Search Stations in our Branches are available for you to access Basic Information on Companies
3. For Confidential or Private information on companies a requested through the Access to Information Act or under the Companies Act must be done
4. Confidential or Private information: includes Beneficial Ownership Information and Information on Removed Companies

What is Basic Company Information:

Companies Office collects basic company information this includes: The company name, proof of incorporation (Certificate of Incorporation, The Articles of Incorporation or for company incorporated before 2005 the Articles of Association and Memorandum of Association), legal form (type of company for example: a company Limited by Shares or Limited by Guarantee without a share capital or overseas branch) and status (active, delinquent or removed), the address of the registered office, the list of directors and shareholders of the company and all allotment of shares and all changes to this information.

Beneficial Owners of a Company

The beneficial owner is the individual who owns or controls a company. Since 2018 The Companies Office of Jamaica has been collecting information on Beneficial Owners. The Beneficial Owner Information collected includes: name, address, nationality, occupation and criteria that makes the individual(s) named the beneficial owner of the company.

Access to Beneficial Owner Information:

To Assess information on Beneficial Owner(s) you may do so by request in writing to the Companies Office. Assess to Beneficial Owner Information may also be allowed through the Beneficial Ownership Registry (www.boregistryjamaica.com) or through written response from the Companies Office.

Beneficial Owner Access Note:

Only Law Enforcement, Competent Authorities and the Beneficial Owner can request and have access to Beneficial Ownership information.

Competent Authorities are:

An entity authorized by the Minister under the Proceeds of Crime Act (POCA) to monitor compliance and issue guidelines to businesses in the regulated sector. Examples:

1. The Bank of Jamaica (BOJ)
2. The Financial Services Commission (FSC)
3. General Legal Council (GLC)

Regulatory Authorities:

Other Persons /entities may only verify Beneficial Owner Information. This means they would only be confirming the identify of a beneficial owner already declared to their organization.

Access to Information on Removed Companies:

To Assess information on removed companies, the request must be made under the Access to Information Act (2002) using Form 2.

Business Name Registration

Who Should Register?

• Any company trading in a name other than its true corporate name
• Any individual or firm buying or selling goods from an established address.
• Any individual or firm offering services from an established address in a name other than that individual's own name or the names of all the partners in the firm, for example
  1. John Brown offering services in his name need not be registered.
  2. John Brown operating as John’s Accounting or John Brown & Associates must register.

The following categories need not register:

• Persons who buy and sell livestock.
• Persons occupying public market stalls and paying market fees.
• Firms established for social or welfare purposes, public service, religion, charity, education, art, science etc. whose income and profits are used solely for that purpose

Benefits of Registration

Registration offers a businesslike mantle and legal status which makes the following easier:

• Accessing loans and grants
• Obtaining contracts
• Operating bank accounts in the business’ name
• Establishing ownership of the business' name
• Inspiring customers’ confidence

Businesses operating without registering at the Companies Office of Jamaica are operating illegally. Once registered, your business information is uploaded to the COJ’s website. This allows, for example, individuals and firms to check your business name online and make sure you are a legal business in order to offer you credit or do business with you.

Consequences of Failing to Register:

• Unlawful to advertise
• Subject to Law Suit
• Business may be closed
• Business may be unable to obtain legal remedy

Sole Proprietorship Vs Partnership

Business Names are usually registered in one of two forms

• Sole Trader or Sole Proprietorship where there is one owner.
• A Partnership where there are between 2 and 20 partners (except for Attorneys, Accountants or any other profession prescribed by the Minister)

Advantages of Partnership

• Shared workload
• Shared risks and responsibilities
• A range of experience, knowledge and competence available in the business
• Shared costs

Disadvantages of Partnership

• Limited freedom to make decisions
• All partners are responsible for the mistakes of one partner
• Decisions tend to take longer

What to look for in a partner

• Sound finances and stable background
• Aptitude for business or business sense
• Skills in the business you will be undertaking
• Trustworthiness

Advantages of a Sole Proprietorship or Sole Trader

• Owner reaps all rewards
• Freedom to make all decisions
• Quick decision making

Disadvantages of a Sole Proprietorship or Sole Trader

• Owner takes all risks
• Unlimited responsibility/liability - all personal assets at risk for the debts of the business.

WHAT YOU NOW NEED WHEN REGISTERING A BUSINESS NAME.

• The Business Registration Form (BRF 1) "Super Form". The "Super form" replaces the BN1 /BN2/BN3 for new applications ONLY.
• A document verifying the proprietor/s' current place of address (verification can be made by way of a driver’s license, passport or utility bill)
• For all transactions a TRN for the proprietor/s must be supplied.
• An original valid government issued identification of the Principal Proprietor.
• Professional Certification where applicable
• Work permit or Exemption letter, where applicable

If the registrant is unable to produce any of the above documents to verify his or her address then the registrant may submit a statutory declaration.

Changes

• Changes made to up to 2 of the following items on the same date attract a fee of $2,500.
• Name of Business
• Nature of Business
• Address of Business
• Registration of an individual on behalf of another individual or a corporation as an agent for a foreign firm. The forms required are the BN 4 plus BN1 & BN2.

Please note that changes to all three listed above (a, b or c.) at the same time require a new Business Name registration.

• All other changes made on a given date attract a fee of $2,500.

Application for changes must be made on the BN5 form and a certificate confirming the change is issued by the COJ.

Renewal

• Sole Traders must submit a BN1 form. The registration fee is $2,500.
• Partners must submit a BN2 form. Where a company is one of the partners the registration fee is $3000. (If there are more than 5 partners BN2=$5000.00)
• A Corporation registering a business names must submit a BN3 the registration fee is $3000.

Business Name certificates are valid for 3 years. Business Names must be renewed every three years. Late renewal carries a late charge of $1,000.

Closure
A Business may be closed and removed from the Register by a notice in writing to the Companies Office of Jamaica. The BN6 form is used for this.

Where a partnership is being closed and all partners have not signed the BN6 a BN8 must be submitted.

Know Your Forms

BRF1 The Business Registration Form (New Registration only)
BN 1 Registration of a Sole Trader (Renewal only)
BN 2 Registration of a Partnership (Renewal Only)
BN 3 A corporation registering a Business Name (Renewal Only)
BN 4 Registration of an individual on behalf of another individual or a corporation as an agent for a foreign firm. The BN1 & BN2 forms (In the case or renewal) and BRF1 (In the case of a new application) form must also be submitted.
BN 5 Changes to a business
BN 6 Closing a business
BN 7 Appealing a decision made by the Registrar under the Act.
BN 8 Statutory declaration form to be used where a partner signs on behalf of other partners, or a director or secretary signs on behalf of a corporation.