SOME time ago I wrote an article on the registration of a business in Jamaica. I wish that I could write an article that, on its own, could provide the encyclopaedic knowledge required to navigate the numerous regulations to which modern entrepreneurs are subject, but, trust me, neither you nor I would want to read that snoozefest over coffee in the morning. So, instead I will continue to give you bite-size pieces, which I think will be more palatable, in the hope that, taken together, it creates an anthology of work that will be useful to you. Today’s challenge is explaining incorporating a company. So what is that?

Incorporation is the process of constituting a company or organisation as a legal entity under the Companies Act, 2004. In Jamaica this is done through the Office of the Registrar of Companies (Companies Office) by completing Form BRF1, a Form 1A (or a Form 1B) and a BOR Form A (or BOR Form B) and paying the required fee of $27,500. You can find all of the forms for incorporation on the Companies Office’s website (www.orcjamaica.com) .

Do not panic! Let’s examine what each form requires. I will walk you through each of these forms and break them down for you.

So, the BRF1 is the business registration form and although it is long, its purpose is to assist the registrar to collect the basic information that is needed to incorporate your company. In this form you will put the intended name of your company, the intended registered address of your company, the names, addresses and TRNs of the directors of your company, the name, address and TRN of your company’s secretary, a description of the intended business activities, and apply for GCT registration and for a tax compliance certificate. Some of you may remember that in an earlier article I mentioned that the BRF1 form is also used for the first registration of a business name.

The Form 1A will become the articles of incorporation of your company and will set out the rules which dictate the running of the company in much the same way that the constitution stipulates the rules for the running of the country. This form will require you to provide the registrar once again with the intended name of your company (there are naming guidelines to follow — I will need to look at this for you in another article), the type of company (meaning whether it will be a public company [able to raise capital from the public] or a private company [restricted in its ability to raise capital from the public]), the names and addresses of the directors of your company and to indicate whether you will be using standard form articles (that is, using the forms set out in Table A (for companies limited by shares)(typically used for profit companies), Table B (for companies limited by guarantee (typically used for non-profit companies) etc. in the schedules to the Companies Act) or customised articles of incorporation specially prepared for your business, the intended number of authorised shares (or if that number is unlimited), the classes of shares you wish the company to have on incorporation (you can always create new classes later) and the number of shares in each class to be issued on incorporation and the names, addresses, nationality of the intended initial shareholders of your company.

Now, like most other modern societies, Jamaica is now required to collect beneficial ownership information for all companies incorporated in the country. BOR Form A and BOR Form B play the role of gathering this information. It will ask you to submit the name, date of birth, TRN and address of any person that falls within the definition of beneficial owner as set out in the Companies (Amendment) Act 2023. If you are in doubt about who is the beneficial owner of any of the shares, you should reach out to your attorney for assistance. The beneficial ownership information collected is not accessible to the public generally.

What are the benefits of Incorporation?

Chiefly, a company has separate legal personality from its owners (the shareholders) and its directors (the managers). You are not your company. Your company is a separate person in law. This means practically that your company can sue and be sued in its own name. The liabilities of the company are not your liabilities. The company has its own TRN and is taxed differently from an individual. Provided that the company is not wound up, your company will have a perpetual existence. Therefore, it will survive you and me. The company can also own property in its own right and deal with that property. And it adds a certain amount of credibility to your business.

Hopefully this article has helped to illuminate your path to incorporation, and if you still require further assistance, please reach out to your preferred licensed trust and corporate service provider. They are always willing and able to assist.

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.