STARTING A BUSINESS IN JAMAICA
Get it right the first time.
Starting a business or incorporating a company may seem daunting, but having the right legal partner can help to make the startup process easier.
Ready to start your own company Or business?
Here are a few things to consider.
Before the incorporation of a company or the registration of a business name, a name search is recommended. The name, if available, is reserved for 7 days at no cost. A 90-day name reservation can be obtained at an additional cost and may be extended for successive 90-day periods. During any reservation period a company or business name should not be registered in that name by another person.
Business Name Registration
When operating as a sole trader, company, partnership or any combination it is still important to register your business name. Existing companies who trade in another name should also register any trading as name.
The process of registering a business name is fairly straight forward and requires the submission of the prescribed registration form to the Companies Office of Jamaica with information such as the business name and details of the owner of the name. A business name once registered expires after 3 years and can be renewed for additional 3-year periods. One may incur liability if he/she/it fails to cause the business name to be registered in some circumstances.
Company Incorporation
The incorporation of a company creates a separate legal personality, unlike a business name registration. The company, once incorporated, will be its own legal person. Creating a legal entity is a more involved process but provides an additional layer of protection because of the fact of it being a separate legal entity. The process requires the creation of Articles of Incorporation (the “Articles”). The Articles generally govern the internal management of the company. They lay out particulars such as the company name, address and shareholders along with the company’s purpose, structure and other key details.
The provisions of a Company’s Articles will depend on the nature and structure of the business proposed and the relationship between the shareholders. No matter the specifics, your MFG team is ready to help you prepare Articles of Incorporation to suit your needs.
In addition to the Company’s Articles, Companies will be governed by the Companies Act.
Under the Companies Act, a company name is required to end with the word ”Limited” unless permitted under the Act to be excluded such as in the case of registered charity. The registered address of the company must also be located in Jamaica. The incorporation process will require the provision of the details of the directors, who the shareholders and beneficial owners will be and the secretary of the proposed entity. A shareholder can also be a director or secretary. A director can also be the secretary if there is more than one director. If you intend to have one director you will need to have another individual as secretary as the sole director cannot also be the secretary.
Ongoing Compliance
Once successfully incorporated, the company will have ongoing compliance obligations (such as the filing of Annual Returns with the Companies Office of Jamaica). Compliance also includes the giving of notice of certain events affecting the Company to the Companies Office of Jamaica including any changes to the share structure, directors, secretary, registered address or nature of the company.
The Company will also have ongoing tax obligations (such as Income Tax Returns to be filed with Tax Administration Jamaica).
The services above can be provided by our related entity MF&G Asset Management Limited. For further information visit their website at mfgaml.com/.
