Registration of a business in Jamaica

Luke Phillips.

Is it easy to do business in Jamaica? That is a question that has been on the mind of corporate investors, the Ministry of Finance, the Ministry of Industry and Commerce, the World Bank, the Financial Action Task Force (FATF), companies (small and large) and, especially, the aspiring local entrepreneur. It has been a goal for some time to make it as easy to register and operate a business in Jamaica as it is in most "developed" countries in the world. I propose in a series of articles, to outline some of the requirements to do business in Jamaica, and to hopefully answer the question of whether doing business in Jamaica is, in fact, easy.

One of the first steps in starting a business is determining a business name. This is often the first step to gaining brand recognition and goodwill. In Jamaica, there are certain requirements for the registration of a business name in certain circumstances.

Under the Registration of Business Names Act,

1) every firm having a place of business in Jamaica and carrying on business under a business name which does not consist of only:

a. the true surnames of all partners who are individuals,

b. the corporate names of all partners who are corporations, or

c. the true first name of individual partners or initials of such first name;

2) every individual having a place of business in Jamaica and carrying on business under a business name which does not consist of the individual's true surname without any addition other than her/his true first and middle names or their initials;

3) every individual or firm having a place of business in Jamaica, who, or a member of which, has changed his/her name, except in the case of a woman in consequence of marriage; and

4) every trader having a place of business in Jamaica,

shall be registered under the Registration of Business Names Act.

A "trader" means every individual or firm carrying on "business by way of trade" in Jamaica;

and "business by way of trade" means

(1) any business of selling whether by wholesale or retail goods or merchandise of any class or description whatsoever at any place,

(2) whether such business is carried on at any place exclusive of any other business or in conjunction with, or in addition to, any other business or any profession or vocation:

but does not include-

a. the business of buying and selling livestock;

b. any person occupying a stall or stand in any public general market under the Parochial Markets Law, and paying market fees in respect of such stall or stand; and any person paying market fees under the provisions of the sections of Part VIII of the Kingston and St Andrew Corporation Act, relating to markets in respect of the stalls or premises in respect of which such fees are paid;

c. and any corporation which proves to the satisfaction of the minister that it has been formed for a purpose connected with social or public services, religion, charity, education, art, or science, and that it applies its income solely for promoting all or any of such purposes, and that it does not permit the payment of any dividends to its members; and

d. any retail business the gross value of the premises in which the business is carried on does not amount to twenty dollars, if in any such case the business is not carried on in conjunction with any other business by way of trade;

The Registration of Business Names Act defines a "business name" as the name or style under which any business is carried on, whether in partnership or otherwise. It also goes on to define a "firm" as an unincorporated body of two or more individuals, or one or more individuals and one or more corporations, or two or more corporations, who have entered into partnership with one another with a view to carrying on business for profit or a body corporate that carries on business under a name other than its corporate name.

A person who carries on a business under a business name without registering that name as required by the Act, commits an offence and is liable to a fine upon conviction.

An application to register may be accomplished by completing a form BRF 1, which can be obtained from the Office of the Registrar of Companies, in hard copy or downloadable .pdf through its website (www.orcjamaica.com) and submitting the completed form to the Office of the Registrar of Companies along with the prescribed fee. At present, the registration fees for a business name are as follows J$2,500 for a sole trader, J$2,500 for a partnership consisting of two to five partners, J$5,000.00 for a partnership consisting of six to 20 partners, J$3,000 for the registration of a trade name by a corporation. Every trader or corporation wishing to register a business name will require a Taxpayer Registration Number (TRN) and an address for the place of business in Jamaica. Every registration and renewal of registration of a business name shall be valid for a period of three years from the date of the certificate of registration.

A firm or an individual or trader who is carrying on business and has not registered the business in accordance with the Registration of Business Names Act is prohibited from issuing any advertisement in relation to that business. A person who advertises without registration commits an offence and is every partner in the firm, the individual or trader as the case may be is liable upon conviction to a fine and in default of payment of such fine imprisonment for a term of up to three months.

The registration of a business name has become a simple process and in addition to complying with the letter of the law, allows the trader the benefit of establishing a recognisable brand name and allows the trader access to different methods of advertising and increased capacity to build goodwill among consumers. The first step has been made easy and simple, so register now before it becomes a problem later.

Luke Phillips is an Associate at Myers, Fletcher & Gordon, and is a member of the firm's Commercial Department. Luke may be contacted via Luke.Phillips@mfg.com.jm or www.myersfletcher.com. This article is for general information purposes only and does not constitute legal advice.

Source: Jamaica Observer 

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