Even before getting to the stage of completing the necessary documentation for submission to the Companies Office of Jamaica (“COJ”), there are certain questions that persons looking to incorporate a company in Jamaica should ask and answer. While not intended to be an exhaustive list of pre-incorporation considerations, in this article, we will look at some of these questions.
- 1. Is the name that I want for my company available?
The Registrar of Companies will not accept a name that is the same, or too similar to the name of another company that is already incorporated. Therefore, before incorporation, persons should initiate a search with the COJ, to check if their preferred name is available, and, if available, reserve that name.
- 2. Do I need a registered address in Jamaica?
The Companies Act of Jamaica requires a company to have a registered address in Jamaica, and this address cannot be a P.O. Box. Therefore, persons looking to incorporate a company, must ensure that there is an address in Jamaica that they will be able to use as the registered office. It is important to note that there are persons/entities in Jamaica that provide registered address services, but these persons must be licensed by the Financial Services Commission (“FSC”) to do so.
- 3. Do the officers of the Company need to be Jamaican citizens or residents?
While there is no requirement that any of the officers of the company need to be citizens or residents of Jamaica, at least one (1) officer must have a Taxpayer Registration Number (“TRN”).
- 4. Can the company have one director who is also the secretary?
A company may have a sole director, but where there is a sole director, this person cannot also be the secretary of the company. Consequently, in the case of a sole director, there must be a separate person to act as the company secretary. Please note that there are persons/entities in Jamaica that provide company secretary services, but they must also be licensed by the FSC.
- 5. What is the role of the company secretary?
The company secretary has many roles, including but not limited to, organising board meetings, ensuring shareholders’ meetings are held, recording accurate minutes of all meetings, maintaining and updating registers required by the Companies Act, and making annual and other filings on behalf of the company.
- 6. What kinds of shares can my company issue? Is there a limit? How many do I need to issue on incorporation?
A company may authorise that it can issue different types of shares, such as ordinary shares and preference shares. A company, though authorised to issue different types of shares, may, issue one (1) or more types on incorporation, and may, during the life of the company, issue whichever type of share(s) it is authorised to issue. A company may limit the maximum number of shares it is authorised to issue, or it may indicate that this number has no maximum/is unlimited. On incorporation, a company must issue at least one (1) share. It may issue more after incorporation, depending on any restriction it has set out, and may not issue fractional shares.
- 7. Are there any restrictions on share transfers?
Under the Companies Act, a private company must restrict the transfer of shares, for example, that such transfer requires director approval, or the shares must first be offered to existing shareholders. The restrictions will normally be based on the particular structure required for the company.
- 8. What should I do about meetings?
Provisions relating to matters such as calling meetings, quorum for shareholders’ meetings, voting at meetings, and provisions related to directors’ meetings are generally set out in the company’s Articles of Incorporation. These Articles may be customised, and annexed to the incorporation documents, or the standard form of Articles in the Companies Act may be adopted.
- 9. Will my company be registered for taxes?
The Business Registration Form 1 (“BRF 1”), one of the incorporation forms, will complete the company’s registration for a TRN, and its registrations for statutory taxes such as National Insurance Scheme, and National Housing Trust. The BRF 1 can also be used to apply for the company’s initial Tax Compliance Certificate, which will be needed to, for example, open a bank account. The BRF 1 can, however, no longer be used to register for General Consumption Tax, as a company must first reach a threshold for annual turnover before this registration is necessary.
Incorporating a company in Jamaica is a serious step that persons should not take without due care. As stated, the above represents just a few of the questions to be asked at the pre-incorporation stage. It is recommended that, if you are considering incorporating a company, you seek the guidance of a knowledgeable commercial attorney.
Lisa Rhooms is the Managing Partner at Grant, Henry & Rhooms, and the head of the firm’s Commercial Law Department. She may be contacted at lisa@ghrlegal.com or www.ghrlegal.com. This article is for general information purposes only and does not constitute legal advice. Should you wish to seek legal advice, you may schedule a free consultation with our offices.
