COMPLIANCE


COMPLIANCE AND YOU Legal forms of business

At the Companies Office we register two types of entities, Companies and Business Names. Companies are registered under Companies Act and Businesses are registered under the Business Names Act. Your obligation varies according to whether you are a company or business. Some persons are not aware of the distinction/differences between a company and a business.

The Major Differences Between a Company and a Business Are:
  • 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 or both whereas the personal property of the owners of the business may be used to set off against any claims made in a court of law. The owners of the business are liable for the contractual liabilities and obligations of the business.
  • 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.
  • For the formation of a company, two items must be submitted. These are
    1. The Business Registration Form (BRF1)
    2. The Articles of Incorporation, which sets out among other things, the core business of the company and the internal rules governing the company.

    Where applicable, arrival documents for TCC applicants (eg. Bill of Lading) and proof of certification of certain professionals must also be submitted. Additionally, at least one responsible officer of all companies must possess a Taxpayer Registration Number.

  • For the formation of a business, three items must be submitted. These are
    1. The Business Registration Form (BRF1)
    2. An original government issued identification of the Principal Proprietor
    3. A document verifying his/her current place of address (Verification can be made by way of driver’s license, passport, Bank Statement or utility bill).

    A valid certification is required to be submitted with applications for certain professionals such as Engineers, Medical Doctors, Pharmacists, Dentists, Lawyers, etc. Additionally, all proprietors must possess a Taxpayer Registration Number and non Caricom Nationals must submit a work permit if there is no proof of Jamaican Citizenship.

  • 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.
  • Both companies and businesses may 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 if it is solvent or in accordance with the Insolvency Act if it is insolvent. Where a company has no assets or liabilities it must be removed in accordance with the Companies Act
  • Both the Companies Act and the Registration of Business Names Act prohibit the registration of any two companies or businesses with the same name, thereby protecting the entity’s name Additionally companies may not be registered under the same or similar name as a business and vice versa.
  • 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 Names Act.
  • All companies must register under the Companies Act whereas not all persons operating a business need register under the Registration of Business Names Act.

Company Formation
For the formation of a company, three (3) items must be submitted. These are:
  • The Articles of Incorporation, ( Form 1A,1B,1C or 1D) which sets out among other things, the core business of the company and the internal rules governing the company.
  • The Business Registration Form (BRF1) the form allows the company to receive its TRN, TCC, NIS, NHT and HEART numbers.
  • The Beneficial Ownership Return (Form A and/or B) 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 and Beneficial Owners of the company.
Additionally, at least one responsible officer of all companies must possess a Taxpayer Registration Number. All directors and shareholders must sign the forms where applicable. Professional Certification: Proof of certification of certain professionals must also be submitted. Professions That Requires Certifications are:Account ,Architect, Attorney, Barber, Bank, Beauty Therapist, Cosmetologist, Nail Technicians, Hair Dressers, Credit Bureau ,Customs Broker, Dentist, Dietician, Electrical Installation, Engineering, Engineer, Gold: Trader In Second Hand Gold For Cash, Land Surveyor ,Lottery Agents, Medical, Medical Practitioner, Medical Laboratory Technician, Nurse, Midwife, Occupational Therapists, Pest Control Pharmacy, Pharmacists, Physiotherapist, Property Developer, Property Development Radiographers, Real Estate Dealers, Real Estate Sales Persons, Retirement Homes, Schools, Day Care Centers, Nurseries, Speech Therapists, Veterinarian, Veterinarian Surgeons. Business Name Formation
  • The Business Registration Form (BRF1)
  • An original government issued identification of the Principal Proprietor
  • A document verifying his/her current place of address (Verification can be made by way of driver’s license, passport, Bank Statement or utility bill).
A valid certification is required to be submitted with applications for certain professionals such as Engineers, Medical Doctors, Pharmacists, Dentists, Lawyers, etc. See Professional Certification list. Additionally, all proprietors must possess a Taxpayer Registration Number. Work PermitsAll non-CARICOM Nationals must submit a work permit if there is no proof of Jamaican Citizenship.

COMPLIANCE UNDER THE COMPANIES ACT 2004
Your Obligations to the Companies Office:
During a Company’s life, it is 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 the Act. Continued default in filing may lead to prosecution, suit or disqualification of the company’s officers.

Particulars 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 any change in the Particulars of the Directors. Since January 2, 2014 the Particulars of the First Directors are set out in the BRF1 which must be submitted as a part of the incorporation package.

Why? It is important that the particulars of Directors of a company be filed with the Companies Office because

  1. Persons doing business with the company can ascertain who is capable of entering into transactions on behalf of the company.
  2. The liability of officers of the company at various points in time can be determined
  3. Persons wishing to contact the company will be able to identify the persons to whom communications to the company may be addressed.

Who can file? This document must be signed by an existing Director / Authorized Official of the Company.

Notice of Appointment of Company Secretary (Form 20)

When? This document must be submitted to the Companies Office of Jamaica within fourteen (14) days of any change in the Company Secretary. Since January 2, 2014 the Particulars of the First Company Secretary are set out in the BRF1 which must be submitted as a part of the incorporation package.

Why? It is important that the Notice of Appointment or Change of Company Secretary of a company be filed with the Companies Office because

  1. The Secretary of a Company is an officer of the company, whose appointment must form a part of the company’s records.
  2. The liability of officers of the company at various periods of time can be determined.
  3. Persons wishing to contact the company will be able to identify the persons to whom communications to the company may be addressed.

Who can file? This document must be signed by an existing Director / Authorized Official of the Company.

Registered Office Notice (Form 17)

When? This document must be filed within fourteen days of any changes in the address of the Registered Office. Since January 2, 2014 the initial Registered Office address of the company is set out in the Form BRF1 which is a part of the incorporation package.

Why? It is important that the Registered Office Notice of a company be filed with the Companies Office because.

  1. Interested investors and members of the public can find out where to locate and/or contact the company
  2. 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.

Annual 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 to file the return with the Companies Office. Otherwise the return becomes overdue.

Why? It is important that the Annual Returns of a company be filed with the Companies Office because

  1. The Annual returns are important in identifying changes in the ownership or management structure of a company during the period for which the return is made
  2. 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 Annual Returns

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

Beneficial Owners of The Company (BOR Form A, B Form C)

When? This document must be submitted to the Companies Office of Jamaica 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:

  1. 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:

  1. Form 27A or 27B
  2. BOR Form C

Why? It is important that the individual(s) who ultimately own and or control a company be identified and the information be filed with the Companies Office because:

  1. It Promotes Transparency and Accountability in corporate governance of companies
  2. It reduces the risk of legal persons such as companies being abused and used for money laundering, terrorism and proliferation financing.
  3. It assists in Jamaica’s efforts to implement measures to prevent the misuse of legal persons for money laundering, terrorism and proliferation financing.

Additionally:

  1. ALL Beneficial Ownership information is now PRIVATE AND CONFIDENTIAL
  2. Beneficial Ownership information CANNOT BE PROVIDED IN A STATUS LETTER
  3. Beneficial Ownership information CANNOT BE PROVIDED OVER THE PHONE OR IN AN EMAIL
  4. ANY REQUEST for Beneficial Ownership information must be directed to the Registrar of Companies.
  5. Only Law Enforcement, Competent Authorities can request and have access to Beneficial Ownership information.
  6. The Beneficial Owner may also request and have access to their Beneficial Ownership information.

Competent Authority:

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

Who can file? This document must be signed by an existing Director / Authorized Official of the Company.

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:

  1. File any outstanding documents (Annual Returns, notices etc., to bring the company’s filings up to date)
  2. Submit a request for removal in writing to the Companies Office of Jamaica. This letter must be signed by all or a majority of the directors or an Authorized Official of the company and must expressly state that the company wishes to be removed from the register of companies.
  3. Submit a letter from an Auditor/Chartered Accountant certifying that the Company has neither assets nor liabilities.
Removal Fees:
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.

Liquidation:
A company which still has assets or liabilities must proceed by way of Liquidation.

REMOVAL BY THE REGISTRAR OF COMPANIES

  1. 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 property. The Property vests in the Crown after 20 years.

Restoration If a company is struck off 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 by submitting an application to the Registrar of Companies . Such a company will be required to satisfy the Registrar of Companies that

  1. The company was at the time of striking off, carrying on business or in operation
    Or
  2. There is just cause for the Company to be restored to the Register

A Company seeking restoration will be required to bear the cost of restoration as well as file all outstanding documents.

Documents for Restoration A Form 28A must be submitted together with Form 28 B, proof of the company carrying on business or being in Operation while it was struck off (eg. Certificate of Title, Bank Statement, Utility Bill, Contract) and application fees of $15,000.00

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

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. All companies must identify and provide identification documents for all the Shareholders, all members and all Beneficial Owners of the company.

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.

a. 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;
b. 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;
c. If made in Jamaica,
  1. 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

  1. 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.
  2. 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 5.
  3. 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.
  4. Notification of a change in shareholders, members and the Beneficial Owners of the company are to be filed on a Form 27A/B and the BOR Form C.
  5. Notification of an Allotment of Shares are to be filed using a Form 9 within 30 days of the allotment

Annual Obligation of Overseas Companies:

  1. 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.
  2. 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.

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.

COMPLIANCE UNDER THE REGISTRATION OF BUSINESS NAMES ACT

Your Obligations to the Companies Office:
Persons who register Business Names are required to file certain documents to ensure compliance with the Business Names Act. Each of these documents will attract late filing fees if they are not filed within the time specified by the Act.

Business Name Renewal

Persons who register Business Names under this Act are required to renew their registration every three (3) years on the expiration of the Business Name Certificate of Registration.

Business Name Expiry Date:

The expiry date of the Business Name can be found at the bottom or base of the Certificate of Registration. You can renew the business on or before the day it expires. If you want to renew before the expiry date it must be renewed within the 14 days before expiry of the Certificate of Registration. (e.g. if your Certificate expires on May 15, 2023 you can Renew between May 1 to May 15, 2023.)
When the expiry date has passed you will have to pay a late registration fee.

Business Name Changes

Where there is a change in the particulars of the Business the Companies Office of Jamaica must be notified in writing. A BN5 must be submitted and signed by all the proprietors of the Business and the relevant fee paid. Changes include but are not limited to a Change of Name of the Business, Change of Address of the Business, Changing the nature/business activity, and Adding or Removing a branch business. Where the following 3 changes are made: Changes in the name, nature and address of the business the business must be closed and a new business opened. The Companies Office must be notified within the 14 days of the change or a late registration fee will apply.

Business Name Closure

Where the Business has closed, this must be communicated to the Companies Office of Jamaica in writing. A BN6 must be submitted and all the proprietor(s) must sign and pay the relevant closure fee. The Companies Office must be notified within the 30 days of the closure or a late fee will apply. The Certificate must be presented for closure.