If you plan to incorporate a company, have already incorporated a company, or wish to register a branch of an overseas company, in Jamaica, ready or not, there have been some changes you need to know about. In discussing these updates, we will look at changes to the Companies Act of Jamaica and look briefly at the Trust and Corporate Services Providers Act. This article is not designed to explain the changes in any great depth, but to make you aware of what you may need to do differently, going forward, when interacting with the Companies Office of Jamaica (“COJ”).

Beneficial Ownership Return

Before the Companies (Amendment) Act 2023 (the “Amendments”), below are the documents that would need to be completed and filed with the COJ for certain processes. We will use, as an example, some of the documents for a company limited by shares: 

  • ● Incorporation- Business Registration Form + Form 1A- Articles of Incorporation;
  • ● Annual Return- Form 19A- Annual Return or Form 19E-A- Status Quo Annual Return; 
  • ● Return of Allotment- Form 9- Return of Allotment;
  • ● Transfer of shares- Form 5 General Notice to the Registrar. 

One of the aims and effects of the Amendments is to keep beneficial ownership information separate, and private and confidential. Therefore, the forms and processes above, have been revised to remove the sections which would have collected beneficial ownership information, and now, that beneficial ownership information is captured in a separate form, called a Beneficial Ownership Return. The documents now required for the same processes above are:

  • ● Incorporation- Business Registration Form + Form 1A- Articles of Incorporation (2023) + Beneficial Ownership Return Form A;
  • ● Annual Return- Form 19A- Annual Return (2023) or Form 19E-A- Status Quo Annual Return (2023) + Beneficial Ownership Return Form A;
  • ● Return of Allotment- Form 9- Return of Allotment (2023) + Beneficial Ownership Return Form A;
  • ● Transfer of shares- Form 27A- Notice of Change in Register of Members and Beneficial Owners for Companies with Share Capital (2023) + Beneficial Ownership Return Form C.

It is important to note that changes concerning beneficial ownership also affect companies limited by guarantee (with or without share capital), unlimited companies, and the particulars of overseas companies (with or without share capital). So, there are more forms, more details (e.g., date of birth of the beneficial owners), and more supporting documents (such as identifications (“IDs”) for all beneficial owners) required, that will need to be collated and keenly completed.

Since beneficial ownership information is now private and confidential, one important change to note is that you will no longer be able to request this information in a status letter. Also, going forward, that information will not be able to be discerned by requesting a copy of the last annual return for a company, since that section, as explained above, has been removed from the revised Form 9.

Appointment/Change of Directors

Prior to the Amendments, to update the directorship of a company, a Form 23- Notice of Appointment/Change of Director, would be completed, noting the details of any director to be added or removed. The director being added did not need to sign this form, rather it was only signed, at the declaration section of the form, by either an existing director, secretary, or authorised official. The new Form 23 now requires all incoming directors to sign and requires details of any other directorships they hold to be completed in an accompanying schedule. The form must then, still be signed at the declaration section, by either an existing director, secretary, or authorised official.

Notice of Change in Identification

Owing to the Amendments, a company will need to submit IDs for its beneficial owners such as a driver’s licence/passport and TRN information. IDs must be submitted on incorporation, with the annual return, where there is a return of allotment, or where there is any other change in shareholding and/or beneficial ownership. Where there is any change in the IDs, such as where the IDs have expired or have been re-issued, a company must notify the COJ of this by way of the new Form 5A. A certified copy of each of the new IDs must accompany the Form 5A. 

The Trust and Corporate Services Providers Act (“TCSPA”)

While the changes above are quite a few, and yet, only a drop in the bucket of the actual amendments, wait, there’s more! Under the TCSPA, persons who wish to perform certain activities that directly relate to the COJ, as a service to others, must be licensed by the Financial Services Commission (“FSC”). The TCSPA, the transition period of which ended on April 24, 2023, provides that, only persons licensed by the FSC, or persons who were providing trust and corporate services prior to April 25, 2022, who have applied to the FSC to be licensed, can provide these services.

What does this mean? This means that only licensed persons can, as a business, provide services such as incorporation of companies, registration of overseas companies, acting as a company secretary or director, and offering a registered office/business address. Note, this does not preclude an individual from doing any of these activities on their own behalf, but any persons holding out themselves as being able to provide these services on behalf of others, must be licensed. Any persons holding themselves out as being able to provide these services, who are not licensed, commit an offence, and are liable on summary conviction in a Parish Court to a fine not exceeding two million dollars, or to imprisonment for a term not exceeding two (2) years, or to both such fine and imprisonment. Persons requiring these services should, therefore, ensure that any persons/entities being engaged for assistance, are duly licensed by the FSC. 

While these changes have come in fast and furious, it is important to take note of them to ensure that your business is compliant, and that all the proper documentation is being filed when required. It is now also so important to make sure that the person who is preparing and filing your documentation is legally able to do so. It is time to be in the know, because ready or not, the changes are here.

* Grant, Henry & Rhooms are licensed Trust & Corporate Services Providers