COJ Advisory 23rd Edition Sep. 2015

COJ
ADVISORY
September 2015 23rd Edition
IN THIS ISSUE
Page #
Welcome
rd
Welcome 1 Welcome to the 23 Edition of the COJ Advisory. The COJ
Advisory is a quarterly newsletter disseminated by the
Opening Hours 1 Companies Office of Jamaica. It highlights news, events and
general happenings in the Agency which are pertinent to you,
Companies Act Amendments 2-5
our stakeholders.
NSIPP Registry Update 6
We invite you to be informed on the areas of focus carried in
Frequently asked questions:
COJ Updated Website- 7 this publication; and ask that you contact us with your
comments and queries on any area of interest carried in this
Frequently asked questions: edition or any other publication of this newsletter.
Business Names 8-10
Frequently asked questions:

Limited Liability Companies 10-12
Superform Aids Jamaica’s Doing

Business Ranking 13 Opening Hours
High School Students Tour the COJ 13 Our offices are opened for business during the following hours:
Pardon Us as We Upgrade 14
Mondays to Wednesdays: 8:30 a.m. – 3:30 p.m.
General Notices 14 Thursdays and Fridays: 8:30 a.m. – 3:00 p.m.
Our Drop-Off Box facility is available on:

Mondays to Fridays 7:00 a.m. to 7:00 p.m.
C o m p a n i e s O f f i c e o f J a m a i c a , 1 G r e n a d a W a y , K i n g s t o n 5 , J a m a i ca W e s t I n d i e s
w w w . o r c j a m a i c a . c o m i n f o@ or cj a ma i ca . co m 1 8 7 6 - 9 0 8 - 4 4 1 9 - 2 4 1
COJ
ADVISORY 23rd Edition
Companies Act Amendment

The governing legislation on the incorporation and administration of companies in Jamaica is the Companies Act
2004. However, since the Act came into force, several consequential amendments have been made to it by other
legislation that came into effect afterwards. As the version of the Companies Act that is in print does not reflect
these amendments, this article aims to identify the sections of the Companies Act that have been amended and
highlight the effects of such amendments.
The Acts that have amended the Companies Act are the:
1. Companies (Amendment of Fifteenth Schedule) Order, 2010

2. Companies Act (Amendment of Fifteenth Schedule) (No 2) Order
3. Securities (Amendment) Act, 2013
4. Companies (Amendment) Act 2013
5. Security Interests in Personal Property Act (SIPPA)
6. Insolvency Act
7. Banking Services Act (passed but not yet in force)
The Companies (Amendment of Fifteenth Schedule) Order, 2010; and the Companies Act (Amendment of
Fifteenth Schedule) (No 2) Order
As the names suggest, these enactments have modified the Fifteenth Schedule of the Companies Act. The
Fifteenth Schedule contains the fees that are payable to the Registrar of Companies for the services offered at the
Companies Office of Jamaica (COJ). The fee structure, as provided by these enactments, may be found on the
COJ website (www.orcjamaica.com) under the fees tab.
Securities (Amendment) Act, 2013
By virtue of the Securities (Amendment) Act 2013, Section 27A of the Companies Act, which previously provided
for Mutual Fund Companies, now, makes provisions for Collective Investment Schemes.
The new Section 27A stipulates that the Articles of Incorporation of a Collective Investment Scheme must state:
(a) That the company intends to issue investors’ shares; and
(b) The rights attached to those shares.
It also indicates what sections of the Companies Act are not applicable to Collective Investment Schemes. These
include provisions with respect to authorized minimum share capital, prospectuses and allotments.
Companies (Amendment) Act 2013
The Companies (Amendment) Act introduced the Form BRF1, also known as the Super Form, for the
incorporation of companies. It also changed the time period within which a company is required to give the
Registrar notice of its change of Registered Office and change of Company Secretary; these must now be done
within 14 days of the change. The Companies (Amendment) Act also paved the way for the use of electronic
signatures where documents that should be filed with the Registrar are required to be signed and empowered the
Minister to make rules for the electronic submission of documents to the Registrar.
The following table identifies the sections of the Companies Act that have been affected by this enactment.
SECTIONS SECTIONS
AMENDED ADDED
3(1) 2(6)
13 351A
th
106 16 schedule
172(6)
183
393(2)
The Security Interests in Personal Property Act (SIPPA)
By virtue of the Security Interests in Personal Property Act (SIPPA), only security interests in land are registered
at the COJ. Security interests in personal property are to be registered on the National Security Interests in
Personal Property (NSIPP) Registry.
The SIPPA also removed the requirement to notify the Registrar of the up stamping of a mortgage.
The sections of the Companies Act that have been affected by the SIPPA are set out below.
SECTIONS AMENDED SECTIONS REPEALED
2 93(6) (7) and (8)
93(3) 94
95(1) and (3) 98
97(1)
99
102(1)
123(2)
311 (later repealed by the

Insolvency Act)
313 (1) and (2)
320(b)
342 (later repealed by the

Insolvency Act)
345 (1)
The Insolvency Act
The Insolvency Act was introduced for the purpose of having one enactment that addresses all the issues to do
with the insolvency. This meant that various provisions of the Companies Act either had to be removed or
modified to accord with what is in the Insolvency Act. As a result of these amendments, a company may not be
wound up voluntarily or by reason of insolvency under the Companies Act.
The sections of the Companies Act that have been affected by the Insolvency are set out below.
SECTIONS AMENDED SECTIONS Sections added

REPEALED
2 220(d) 205A
219 221 213B
22(1) (a) and (b) 222(1)(c)
222(2) 272(c)
231 285-293
236(f) 300
262 310
282 314
296 325
299 341-342
311 340(4)
355(b)(ii) and (c)
Banking Services Act
The Banking Services Act, while passed in 2014, remains not in force. However, when it does take effect, the
following sections of the Companies Act will be affected-
i. Section 38(8);
ii. Section 159(1); and
iii. The Seventh schedule.
These amendments will remove all references to the Banking Act and the Financial Institutions Act from the
Companies Act. It will also amend the list of small companies that are required to prepare consolidated accounts
and to provide audited financial statements in the manner set out in the Seventh Schedule.
NSIPP REGISTRY UPDATE
The National Security Interests in Personal Property Registry was upgraded on Monday, June 1, 2015. The
following features are now available:
I. USER ACCOUNT VERIFICATION
New User Account Verification: This feature requires all users of the site to be subscribers/have an account.
The account creator/subscriber/user must supply their TRN, and date of birth.
The TRN will be validated against the name and date of birth existing on the official records supplied to the Tax
Administration Jamaica Department. Successful verification results in the account being created.
II. CHANGES TO NOTICE DETAILS
LOCAL COMPANY TRN
 For debtors who are local companies a field to capture the company's TRN has been added.
 This field is located under the Debtor Tab. This field is mandatory.
DATE OF BIRTH
 Users still retain the option to enter the debtor’s date of birth, for example, this may be used
where the secured creditor wishes to differentiate between debtors with similar names. This
information is never viewable on the notice and will not be displayed when a search is performed.
LAPSED NOTICES
 All lapsed notices will be removed immediately from the register.
Frequently Asked Questions: COJ Updated Web Site
Q: What is Lock Lizard?

A: This software is now needed to allow viewing of documents from the Companies Office website.
Lock lizard Safeguards and protects PDF documents regardless of where they are stored or who they are sent to.
This feature protects the document from unauthorized:
 viewing and printing

 modifying and copying
 saving and sharing
 printing to file, PDF format, or image printers
 screenshots (stops print screen and third party screen grabbers)
Q: Is there a special browser used to access the COJ website?
A: The COJ website works best with Mozilla Firefox and Google Chrome.
Q: Do I need to create a new subscriber account for the new website?
A: There is no need to create a new account. Existing subscribers just need to log into the site. They will get
instructions to migrate their account information. During the process of migrating their account information they
are allowed to update any new details on the account.
Q: What happens if I forget my subscriber password?
A: Should you forget your password, you may send an email to techsupport@orcjamaica.com . The email should
be from the email address on the account and the email should detail the user name of the account.
Frequently Asked Questions: Business Names
Q. What is a Business Name?
A. A Business Name is the name under which any business is carried on, whether in partnership or sole
proprietorship.
Q. Must everyone in business register under the Registration of Business Names Act?
A. No. The following persons need not register:
 Persons who buy and sell livestock
 Persons occupying public market stalls and paying market fees.
 Firms established for social or welfare purposes, public service, religion, charity, education, art, science, etc.
whose income and profits are used solely for that purpose.
Q. Who can apply for registration under the Registration of Business Names Act?
A. An individual or company carrying on business as a sole proprietor or a partnership must register under the
Act. A company using a trade name must also register that trade name under the Act.
Q. Can any name be registered?

A. No. The Registrar may refuse to register or may remove from the Register any name which contains the word
“British” or any other name which may suggest British ownership or any name which is illegal, illicit or resemble
the name of a registered company or business.
Q. How long does registration last?

A. Registration lasts for three years. If the fee is not paid the business name may be removed from the register of
business names.
Q. How does one apply for registration?

A. Submission of a completed Business Registration Form (BRF) or Super Form; providing a government issued
ID, Tax Registration Number (TRN); verification of home address; and filing fee of $2,500 applies in the case of
individuals and partnerships and $3,000.00 in the case of companies registering trade names. Certain
professionals may also need to provide proof of certification to practice.
Q. Can an applicant get help at the COJ to register a business name?

A. Yes. The Customer Service staff is ready to provide any guidance you need. You can also get more information
on our Website at www.orcjamaica.com.
Q. How long does the process to register a new business take?
A. Once you have submitted your application in compliance with the laws and standards issued by the COJ, your
registration will be completed in 2 working days or 1 working day if an expedition fee of $1,500 is paid. There is
also same day express service (for $3,000.00) which allows you to get a certificate of registration after 2:30 p.m.
Please note that where same day express is requested, the cut off time for submission of the application is 9:30
a.m.
Q. What happens if an owner changes the business’ name or address?

A. The Companies Office of Jamaica must be notified of all changes to the business on a BN5 Form and the
prescribed fee of $2,500.00 paid. The BN5 Form may be accessed on COJ’s website at www.orcjamaica.com.
Q. What happens if an owner changes his/her name or address?

A. If the change takes place before the certificate expires, a completed BN5 form must be submitted. A certificate
of change will be granted which is an addendum to the original certificate.
If the change takes place after the certificate expires, a completed BN5 form must be submitted and one certificate
noting the change will be issued.
Q. Does a Business Name have to be registered before it can be used?

A. No but, application for registration must be made within (14) days of operation.
Q. What right does registration of a business name confer?

A. The right to trade and conduct business in that name. Although a name is registered, if for example it
contravenes a registered Trademark, the proprietor does not have a legal right to continue trading in that name
Q. What happens if renewal fees are not paid?

A. The business name may be removed from the Register.
Q. What are the benefits of registration?

A. Accessing loans and grants; obtaining government contracts; inspiring customer confidence; obtaining bank
accounts and encashing cheques; and proving ownership. You could be prevented from seeking redress through
the Courts and you are prohibited from advertising in a name if it is not registered.
Q. What happens if I need to change the name, nature and address of my business?
A. Simultaneous changes to the name, nature and address require that the business be closed and a new
business be registered.
Q. What happens if I stop trading?
A. The business name certificate must be returned along with properly completed BN6 form and the closure fee of
$600.00 paid. However, if the certificate has expired all renewal and late renewal fees for each outstanding period
(each 3 year period from commencement) will be applicable to complete the closure process.
Q. What happens if I lose my certificate?

A. You can request a certified copy of the certificate (at a cost) providing it is up-to-date. If not, then the business
must be renewed.
Q. What happens if I want to close my business but have misplaced my certificate?

A. If the certificate has been misplaced a declaration to that effect must be submitted.
Q. How many partners can a business have?

A. A business can have anywhere from 2 to 20 partners; or any other professions that the Ministry may prescribe,
with the exception of Attorneys and Accountants that may have more than 20 partners.
Q. Can I get more than one copy of my business certificate?

A. Yes, you can request more than one copy at a cost of $1000.00
Frequently Asked Questions: Limited Companies

Q. How many directors are needed in a company?
A. Public companies must have at least three directors but a private company need have only one director, under
the Companies Act. However, the Articles of Incorporation which deals with the management of the company,
may set a higher minimum on the number of directors which may be appointed.
Q. Are there age limits for directors?

A. No. However, where the company has a sole director it is advisable that it is not a minor, as a minor cannot in
general enter into binding legal contracts.
Q. Who may be appointed as a director?
A. The Companies Act allows either individuals or companies to be appointed directors. A sole director cannot
also be the company secretary. For Public companies every two out of three directors must be independent, i.e.
non-executive.
Q. When must a change to the registered office be filed?

A. Within 14 days of when the changes took place.
Q. Is it enough to record the registered office address or any change in the Annual Returns?
A. No. This notice must be filed on a Form 17 separately to satisfy the requirements of the law and the prescribed
fees paid.
Q. Is it true that Annual Returns need not be filed at the Companies Office of Jamaica as long as it is filed
at the Income Tax Office?
A. No. Under the Companies Act, Annual returns are required to be filed for every company. Annual Returns filed
at the Income Tax Office are a separate requirement under a different legislation. Both profit and non-profit
making companies must file Annual Returns with the COJ.
Q. Is the Annual Return the same as the Declaration of Assets?

A. No. The Annual Return records owners, directors and the shares of a company among other information while
the Declaration of Assets is just that - a declaration of the assets of a company. The TAJ is responsible for
collecting Asset Taxes.
Q. Are companies required to file Financial Statements?

A. All Non-Profit companies (companies limited by guarantee not having a share capital) are required to file
Income & Expenditure Statements. All public and overseas companies are required to file Financial Statements.
Private companies with individuals as shareholders are not required to file Financial Statements. Private
companies with bodies corporate as shareholders, who are required to file Financial Statements must file annual
Financial Statements.
Q. Can the Annual Return be filed if no Annual general Meeting is held?

A. Yes it can and should be.
Q. Are all companies obliged to file returns whether or not they are operating?
A. Yes. As long as the company has not been removed from the register of companies, annual returns must be
filed. A cumulative Annual Return is not acceptable. A return for each year must be filed even if the information
has not changed.
Q. What happens if a company does not file its Annual Returns?

A. If the company does not file, a claim is brought against the company and its directors in the Supreme Court of
Jamaica. Such a claim seeks to have the court issue an order against the company to file its outstanding returns
and to pay legal fees incidental to the court action. If the company fails to comply with the order of the court,
committal proceedings are then undertaken against the Company Directors wherein the court may sentence the
Director/s of the company to a correctional facility for a stated period of time. The company may be struck off the
Register of Companies and the Director/s may be disqualified for committing persistent breaches of the
Companies Act.
Q. How do I go about removing a company from the register?

A. A request for removal must be made in writing to the Registrar stating that the company has ceased
operations. An auditor’s certificate verifying that there are no assets or liabilities must be submitted along with a
fee of $4,500. All Annual Returns must be filed up to the date of the request for removal before the company can
be removed.
Q. Are there other ways a company may be removed from the register?
A. Under Section 337 of the Companies Act 2004, The Registrar has authority to strike a company from the
Register where the Registrar has reasonable cause to believe that the company is not in operation. A company
may also be wound up voluntarily by its members where it is solvent and has assets and liabilities.
Super Form Aids Jamaica’s Charlemont Students
Doing Business Ranking Tour COJ
According to the Ease of Doing Business Index,
Jamaica has jumped seven places to 64, landing the
country in the Top 10 Most Improved Economies
worldwide.
The index which ranks 189 economies cites

Jamaica's implementation of four major reforms over
the last year as reason for the move. These include
the ease of paying taxes with the introduction of an
online system - RAiS, an Employment Tax Credit,
increasing depreciation rate for industrial buildings,
and making insolvency easier by establishing an
insolvency office.
With the significant cut in the time to start a business

from 15 to three days, Jamaica moved up eight
places to be ranked at number nine in the Starting a Fifteen sixth-form students of Charlemont High
Business category. The reduced time is as a result of School on Tuesday, October 27, 2015, toured the
last year’s implementation of the Super Form by the Companies Office of Jamaica as part of the
Companies Office of Jamaica (COJ). Caribbean Advanced Proficiency Examination’s
Entrepreneurship course. The students were hosted
The Super Form replaces 11 forms and allows for
by Moreen Page, Customer Service Officer and
investors to interact with one agency, the COJ,
Michael Fowler, I.T. Manager.
instead of four.
The tour took the students to the Customer Care,
According to the Doing Business 2016 factsheet,
Caribbean economies have an average ranking on New Business and I.T. departments, where they
the Ease of Doing Business of 108. Jamaica is the received information on how to register a business,
highest ranked Caribbean economy on the index, file annual returns and the process of storing
followed by St. Lucia (77) and Trinidad & Tobago documents. The tour ended with students watching a
(88). video highlighting the need and criteria for registering
a business and/or company.
Last year, the country was ranked at 58 and 20 on the
Ease of Doing Business and Starting a Business, “The students find it informative and since they have
respectively. However, the World Bank has revised its been back, they have been telling other students that
methodology resulting in the new ranking and didn’t get to come that they missed something,” said
adjustment to the 2015 ranking Mrs. Harris, the teacher accompanying the students.
Pardon Us As We Upgrade General Reminders
Our Services
1. ONLINE SUBSCRIBERS
Online subscribers may top up
Due to the ongoing improvement to the Companies accounts using VISA and
Office of Jamaica website, customers wishing to access MASTERCARD.
some services may experience difficulties.
2. OFFICIAL RECEIPTS
The improvements are aimed at facilitating the launch of
our Electronic Business Registration Form (eBRF) later All customers collecting
document(s) from the COJ are
this year. The new online registration will offer our
required to present the official
clients the opportunity to register businesses and receipt received upon lodgment
companies and complete transactions at their own of the said document(s).
convenience from anywhere in the world.
We value your business and we thank you for your

understanding as we continue to offer you world-class
service.
Appointments with
Our Partners: Examiners
The following Government Ministries and Agencies have Clients who are having issues with multiple rejections are
reminded that they may come in and sit with a Business
partnered with the Companies Office of Jamaica (COJ) to
Registration examiner who will assist with the issues
make your business registration and start-up experience being experienced. This service is available every
easy and convenient: Wednesday and by Appointment Only.
To access this service simply:

 Ministry of Industry Investment & Commerce
 eGov Jamaica Ltd (formerly Fiscal Services Ltd) Call our Customer Service
 Tax Administration Jamaica (TAJ) Department at 754-2292 to make an
 Ministry of Labour & Social Security appointment;
 Human Employment & Resource Training Or
(HEART) Email:
 National Housing Trust (NHT)
Donald Kelly at
 Jamaica Business Development Corporation
(JBDC) kellydr@orcjamaica.com

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COJ

Frequently asked questions:

Superform Aids Jamaica’s Doing

Our Drop-Off Box facility is available on:

Companies Act Amendment

1. Companies (Amendment of Fifteenth Schedule) Order, 2010

Securities (Amendment) Act, 2013

(a) That the company intends to issue investors’ shares; and

(b) The rights attached to those shares.

The Security Interests in Personal Property Act (SIPPA)

SECTIONS AMENDED SECTIONS REPEALED

2 93(6) (7) and (8)

95(1) and (3) 98

311 (later repealed by the

313 (1) and (2)

342 (later repealed by the

The Insolvency Act

SECTIONS AMENDED SECTIONS Sections added

219 221 213B

22(1) (a) and (b) 222(1)(c)

355(b)(ii) and (c)

Banking Services Act

I. USER ACCOUNT VERIFICATION

II. CHANGES TO NOTICE DETAILS

LOCAL COMPANY TRN

 All lapsed notices will be removed immediately from the register.

Q: What is Lock Lizard?

This feature protects the document from unauthorized:

 viewing and printing

Q: Is there a special browser used to access the COJ website?

Q: Do I need to create a new subscriber account for the new website?

Q: What happens if I forget my subscriber password?

Q. Can any name be registered?

Q. How long does registration last?

Q. How does one apply for registration?

Q. Can an applicant get help at the COJ to register a business name?

Q. What happens if an owner changes the business’ name or address?

Q. What happens if an owner changes his/her name or address?

Q. Does a Business Name have to be registered before it can be used?

Q. What right does registration of a business name confer?

Q. What happens if renewal fees are not paid?

Q. What are the benefits of registration?

Q. What happens if I lose my certificate?

Q. What happens if I want to close my business but have misplaced my certificate?

Q. How many partners can a business have?

Q. Can I get more than one copy of my business certificate?

Frequently Asked Questions: Limited Companies

Q. Are there age limits for directors?

Q. When must a change to the registered office be filed?

Q. Is the Annual Return the same as the Declaration of Assets?

Q. Are companies required to file Financial Statements?

Q. Can the Annual Return be filed if no Annual general Meeting is held?

Q. What happens if a company does not file its Annual Returns?

Q. How do I go about removing a company from the register?

The index which ranks 189 economies cites

With the significant cut in the time to start a business

We value your business and we thank you for your

To access this service simply:

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