Registering a company or business

If you are registering a business in Jamaica, there are two basic structures to choose from. The business owner can choose to register a company, which is a commercial enterprise registered or incorporated under the Companies Act. (A company can either be non-profit (charity, club, NGO, etc.) or profit-generating. Another structure that a business owner might choose is simply to register a business name. A business name is a sole trader, partnership or trade name registered under the Registration of Business Names Act.

The business-owner (s) should decide on a legal structure and name for the company or business as this will determine which registration forms they need to complete. The owner should be prudent and do a name search if the name is available. Then it would be best to reserve the proposed name. The name search will indicate the availability of the name they have selected for reservation and determine whether it is consistent with the laws of the country.

To reserve a name, you will need to either visit the Companies Office of Jamaica or go on-line, and complete and submit, via e-mail, a 'request for name search and name reservation form' (Form 6) to the COJ. You will also need to pay the applicable fees ($500 for name search, $3,000 for reservation of the name for up to 90 days for a limited liability company, and $500 for a reservation of business name). Take note, however, that business names are reserved for seven days.

Upon completion of the process, and within one clear working day after the form has been submitted in office, the Registrar of Companies will inform you of the suitability of the name and indicate the result of the search. If the form is submitted electronically, via email, the Registrar of Companies will inform you within 2-3 working days of the suitability of the name and the result of the search.

As part of the application process, the following documents must be completed and submitted for companies: The Articles of Incorporation (Form 1A or 1B), Form 1A for Companies Making Profit, and Form 1B for Non-Profit Companies. These forms require the registered address of the company, which must be situated in Jamaica.

The applicant is also required to submit the 'business registration form' (BRF1), which is commonly referred to as the super form. The BRF1 captures the required information on the directors, secretary, registered office and the relevant information for the other (mainly tax related) requirements when starting a business, namely, National Insurance Scheme and Tax Registration Number documents.

These forms must be signed by the director(s) and/or the person declaring the accuracy of the information being submitted. The Companies Office might require the other supporting information/documents, such as any relevant professional certificates for applications relating to certain businesses.

It must be noted that the provision of information on the directors and company secretary is now mandatory at incorporation.

Once your application forms and supporting information/documents have been completed, signed and certified as required, you will need to visit the COJ to submit your application and pay the relevant application fees. An original valid government-issued identification of the principal director and/or the person declaring the accuracy of the form(s) must be presented to the Companies Office.

If the documents are in order, a certificate of incorporation is issued for companies and a certificate of registration is issued for the business name.

Odane Marston is an Attorney-at-Law who specializes in Conveyancing, Administration, Probate, Recovery of Possession, Criminal Litigation and Divorce. Odane Marston may be contacted via email Odanemarston@gmail.com. This article is for general information purposes only and does not constitute legal advice.