The Jamaica 2012/2013 Budget made provision for the implementation of minimum income tax payable of J$60,000 per year effective from January 1, 2013. This is applicable to:
This is applicable to:
- All companies registered at the Companies Office of Jamaica, except for:
a)
Companies in their first year of incorporation
b)
Charities
c)
Companies whose income is exempt under section
12 of the Income Tax Act
- All self-employed individuals (eg Doctors, lawyers, accountants and consultants).
The Winding up is the process whereby the life of a company is terminated
and its assets distributed for the benefit of creditors and shareholders.
The Companies Act (2004) section 214.—(1) identifies modes of winding up as follows:
(a) by the Court (compulsory
winding up ); or
(b) voluntary; or
(c) subject to the supervision of the Court.
. A company may be
wound up by the Court if—
(a) the company has by special resolution resolved that the company
be wound up by the Court;
(b) default is made in delivering the statutory report to
the Registrar or in holding the statutory meeting;
(c) the company does not commence its business within a year
from its incorporation, or suspends its business for a whole year;
(d) the company is unable to pay its debts (Over 500,000);
(e) the Court is of opinion that it is just and equitable
that the company should be wound up
Compulsory winding
The process of compulsory winding up begins upon the
presentation of a petition to the court by the company, a shareholder or a
creditor acting together or separately. A winding up order is issued by the
court following a successful petition. On making the order the Court must
settle a list of shareholders and ensure that the assets of the company are
collected and used to discharge any debts.
The court usually appoints a liquidator who has wide powers,
including the power to sell the company's property; bring or defend legal
proceedings on behalf of the company; make settlements with creditors or
persons claiming against the company.
After all the assets have been sold and the debts settled, the
liquidator must make a further application to the court for an order that the
company be dissolved. The company will cease to exist from the date of this
order.
Unlike compulsory winding up, a voluntary winding up does
not involve the court. It can be effected in two ways, the choice being
dependent upon whether the company is solvent or not.
Members' voluntary
winding up
A Members' voluntary winding up occurs in circumstances where
the company is solvent. This means that the company is capable of meeting its
financial obligations but the shareholders nevertheless desire a termination of
its activities. The winding up process, in such cases, is commenced upon the
passage of a special resolution by the shareholders. There is no involvement of
the company's creditors.
A distinguishing feature of the members' voluntary winding
up is the requirement for a Declaration of Solvency. This is a statutory
declaration made by the directors to the effect that a full inquiry has been
conducted into the company's affairs and they are of the opinion that the
company is capable of fully satisfying its debts within a period not exceeding
twelve months from the commencement of the winding up process. The Declaration
of Solvency must be made within the five weeks immediately preceding the
passage of the resolution and must be delivered to the Registrar prior to the
end of the five-week period. It must be a statement of the company's assets and
liabilities, made at the latest practicable date before the making of the
Declaration.
Creditors' voluntary
winding up
A Creditors' voluntary winding up, on the other hand, occurs
where the company is insolvent. Insolvency refers to the inability of a company
to satisfy its debts as they become due or the situation where the company's
liabilities exceed its assets. In such circumstances the winding up process is
initiated through the passage of an extraordinary resolution.
In a creditors' voluntary winding up, the company must
ensure that a separate meeting of the creditors is summoned either for the same
day on which the meeting to pass the extraordinary resolution to wind up the
company is to be held or the following day. The directors must prepare a
statement of the affairs of the company as well as a list of the creditors and
the estimated amount claimed by each. These are to be presented at the meeting
of the creditors.
In both cases a liquidator is appointed with the same powers
and responsibilities as described above. After the company is fully wound up
the liquidator must give an account of the entire process including an
explanation of how the property was disposed of. A copy of this account must be
sent to the Registrar for registration. Upon the expiration of three months
from the date of registration the company will be deemed to have been dissolved
and thus ceases to exist. Provided, however, that the Court has the power to
defer the date on which the dissolution occurs upon the application of the
liquidator or any other interested party.
Winding-up subject to
court supervision
This method begins as a voluntary winding up but an
application is subsequently made for an order that the process should continue
subject to the court's supervision. In such cases the court will impose such
terms and conditions that it thinks fit. The court in such instances has the
same powers as it does in cases of compulsory winding up.
For additional information contact us at one of our 4 offices in Jamaica
Unit 34,Winchester Business
Centre 15 Hope Road,
Kingston 10
Tel : 876-9084007
Fax : 876-7540380 Email:info@uhy-ja.com
Centre 15 Hope Road,
Kingston 10
Tel : 876-9084007
Fax : 876-7540380 Email:info@uhy-ja.com
Branch Offices:
Montego Bay-Shop EU 6, Whitter Village,Ironshore, St. JamesTel : 876-9533793/953-8486
Fax: 953-3058
Mandeville-Shop L1/K1,Grove Court Plaza,Manchester Tel : 962-6369
Fax: 754-0380
Ocho Rios-101B Main Street,
St. Ann
Tel : 9748772
Fax:876-974-5373
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