How to Register A Company in Jamaica

Those who wish to register a company in Jamaica, sometimes struggle with gathering the necessary information to do so. This article is written from the perspective of corporate lawyers in Jamaica and is designed to assist those outside of the jurisdiction who wish to register their companies here. It speaks specifically to registering overseas companies in Jamaica.

What Are Overseas Companies

Companies incorporated in another jurisdiction outside of Jamaica are overseas companies. These companies are also referred to as external companies. External or overseas companies are governed by Part 10 of the Companies Act.

Overseas companies are those companies registered overseas who wish to carry on business in Jamaica. Overseas companies may register under the Companies Act of Jamaica.  If a company is carrying on business in Jamaica, it must be registered in Jamaica. This is not considered as “reincorporation” of the Company. The purpose of the registration is to have a means by which persons in Jamaica can sue the company if necessary.

Companies Required To Register As Overseas Companies

All companies incorporated outside of the Island, which have ‘established a place of business’ in the Island, must be registered in Jamaica. A place of business under section 371 includes a share transfer or share registration office. At common law, “establishing a place of business” requires a “degree of permanence or recognisability, as seen in the case of Re Oriel Ltd [1986].

Requirements To Register A Company In Jamaica (Overseas)

In order to register a company in Jamaica, particularly an overseas company you must file at the Companies Office a certified copy of the Articles of the Company. The Articles must be certified by an official of the government body responsible for the custody of the original Articles (see The Companies Rules).  If the Article is not in English, a certified translation of the Article would be required. The translation may be certified as a correct translation as if it is made outside Jamaica in a country having a Jamaican embassy or consulate. In this case, it may be certified by an Ambassador, Consul-General or other person designated by them. It can also be certified by a Minister or Government official who certifies that the translator is competent to translate into English.

If, however, the Articles were made in a country not having a Jamaican embassy or consulate, then the Minister of Government or Government Official who certifies that the translator is competent to translate into English may certify the translation.  If made in Jamaica, then the Minister responsible for foreign affairs or any person designated by him who certifies that the translator is competent to translate into English may certify the translation.

The companies are also expected to complete a “Form 31” which requires a list of all the directors and the names and address of one more person resident in Jamaica authorized to accept service on behalf of the company.

 Issues with The Name of the Company

There are specific rules governing the names of companies in Jamaica and as a result, persons may have issues registering overseas companies in Jamaica because of the name. The Companies Rules forbids the registration of a company in Jamaica if is:

• identical to the name of an existing company ;
• in the opinion of the Registrar, similar or too close to the name of a company or other body corporate previously registered and is therefore likely to cause confusion in the marketplace or is otherwise misleading;
• in whole or in part infringes a registered trademark

If the name is not appropriate the registrar can allow the company to use a different name within the jurisdiction.

Failure to Register

The Business Name Act makes it illegal to operate a business in Jamaica without registering it with the Companies Office of Jamaica. All businesses operating in Jamaica, therefore, must be registered. Operating a company in Jamaica without registering, may attract a fine of up to $50,000.00 and in the case of a continuing offence, $2,000 for every day during which the default continues.

Ongoing Obligations of Registering Overseas Companies In Jamaica

Section 366 of the Companies Act states that companies have an obligation to file a yearly balance sheet and profit and loss account prepared in the English Language. The company has an obligation to display the name of the company and where it has been incorporated. Section 367 states that the  Companies should state their name and the country in which they are incorporated  on every:

• Prospectus inviting subscription for shares
• Every place where it carries on business in the Island
• Bill-heads, letter paper, notices and other official publications of the company

Once a company registered outside of Jamaica, wishes to conduct business in Jamaica,  they must take the necessary steps to register the company in Jamaica.