Registering a Local Company
Under the Companies Act 2004, it became possible for a company to reserve a name for up 90 days before it is actually registered. The advantages of name reservation include
- Establishing that the name is appropriate and available for use
- Protecting the name from use by others for the reservation period
- Allowing the company to use the name for pre-incorporation contracts with certainty
The Procedure
In order to access this service, you will need to complete and submit a COMPANIES NAME SEARCH AND NAME RESERVATION FORM (form 6) at the Companies Office of Jamaica. The fee is $ 500.00 for the Name Search and $3000.00 for the Name Reservation. Total Reservation Cost is $3500.00. Upon completion of the process, you will be issued with a letter advising that the name is reserved for a period of Ninety days. Name reservation may also be done online through this Website.
Pointers for choosing a name
- The Companies Office of Jamaica has the right to refuse any name which is likely to cause confusion with another name already on the Register of Companies.
- Names containing obscene language or indicating an illegal activity will also be refused
- Names implying connection with Royalty, or a Political Party must be justified
- Certain names e.g. containing “Engineering”, “Pharmacy”, “Medical” e.t.c. must also be justified and may necessitate the provision of professional certification
(More information can be found in the Companies Rules 2006 on the COJ’s website)
The following documents must be submitted:
- The Articles of Incorporation (Form 1A or 1B) which will contains the following information:
- The Name of the Company, which must include “Limited” as the last word of the name in the case of a Company limited by shares or by guarantee.
- The registered address of the company which must be situated in Jamaica;
- In the case of a Company having a share capital, the classes of shares, and the maximum number of shares the Company is authorized to issue; if any; (If the Company has more than 1 class of share (For eg. Ordinary and Preference Shares) and is issuing more than one class at the time of incorporation, then a Form 3 must be submitted)
- Restrictions, if any, on share transfers
- Minimum and/or maximum number of Directors;
- Any restrictions on the business that the Company may carry on.
Form 1A is used for Companies Making Profit. • Form 1B for Non-Profit Companies (Churches, Charities, Foundations. Service Clubs, NGO’s etc.)
The stamping of Articles may be done at the Stamp Duty and Transfer Tax Department however this is no longer a mandatory requirement as this service is now provided in house at the Companies Office of Jamaica
- The Business Registration Form (BRF1) a.k.a. “Super Form”
This form captures the required information on the directors, secretary, registered office and the relevant information for the National Insurance Scheme (NIS), Tax Office (TRN, TCC and GCT), Heart Trust and National Housing Trust. The provision of the directors and company secretary details are now mandatory at incorporation.
The form must be signed by
- All Director(s)
- The person declaring the accuracy of the information submitted on the form.
- The Beneficial Ownership Return (Form A and/or B):
This form which sets out the name and particulars of the Beneficial Owners of the Company. All companies must identify and provide identification documents for all the Shareholders, members and Beneficial Owners of the company.
- An Original Valid government issued identification of the principal director and the person declaring the accuracy of the form must be presented to the Companies Office.
The Process
These documents are then examined to ensure that they are fully and accurately completed. If the documents are in order, then a Certificate of Incorporation is issued within four working days.
The Cost to Register the Company is $27,000.00 (There is an additional charge of at least $500.00 if the documents are stamped at the Companies Office.)
