COMPLIANCE UNDER THE COMPANIES ACT 2004- JAMAICA
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.
- 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 the incorporation of a
Company or of any change in the Particulars of the Directors
Why: It is important that the particulars of
Directors of a company be filed with the Companies Office because
i) Persons doing business with the company can ascertain who
is capable of entering into transactions on behalf of the company.
ii) The liability of officers of the company at various
points in time can be determined
iii) Persons wishing to contact the company will be able to
identify the persons to whom communications to the company may be addressed.
- Notice of Appointment of Company Secretary (Form 20)
When: 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
Why: It is important that the Notice of
Appointment or Change of Company Secretary of a company be filed with the
Companies Office because
i) The Secretary of a Company is an officer of the
company, whose appointment must form a part of the company’s records.
ii) The liability of officers of the company at various
periods of time can be determined
iii) 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 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 change
Why: It is important that the Registered Office
Notice of a company be filed with the Companies Office because
i) Interested investors and members of the public can find
out where to locate and/or contact the company
ii) 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 before the return becomes overdue.
Why It is important that the Annual Returns
of a company be filed with the Companies Office because
i) 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
ii) 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.
- 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 a Director or 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 .
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
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 .
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
i) The company was at the time of striking off, carrying on
business or in operation
Or
ii) There is just cause for the Company to be restored to
the Register
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
COMPLIANCE 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 SOCIETIES ACT
An industrial And Provident Society is expected to file
Annual return (Form K) along with financial statements each year
excellent thanks for the information
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