Jamaica is preparing to rewrite the rules of doing business, and at the centre of this effort is a legislative push to introduce limited liability companies (LLCs) into the legal framework. It’s a move that could unlock new opportunities for small businesses, lower the barrier to formalisation, and reshape the corporate landscape for entrepreneurs across the island, according to executives at the Jamaica International Financial Services Authority (JIFSA).

“For the average Jamaican entrepreneur, this is a game-changer,” said Steven Gooden, chairman of JIFSA, the Government agency tasked with laying the groundwork for a globally competitive financial services industry.

“I expect the registration of companies under the LLC Act to exceed the registration of companies under the Companies Act, as we know it now, in a few years after having passed the Bill,” he told a Jamaica Observer Business Forum last week.

“The compliance requirements of a company under the Company’s Act, as it is, is very formal. And that has its place when you speak about companies that have a large number of shareholders or companies that operate in a regulated space. But for the typical entrepreneur, John Brown, that is looking to set up a business and he wants to do that within the construct of a company, it can be very onerous. A lot of these businesses are owned by an individual or collectively through family and friends…there is no need for the arrangements to be so formal,” Gooden said.

The LLC legislation, now in an advanced stage of drafting, is part of a broader suite of six new and revised laws that JIFSA is championing as it seeks to position Jamaica as a hub for financial and fiduciary services. While five of the laws have already been passed and are awaiting implementation, others, like the LLC Bill, are expected to complete the legislative process soon. Together, these laws aim to give Jamaica the kind of business infrastructure that international investors recognise, while also improving the options available to local entrepreneurs and professionals.

Unlike traditional companies established under Jamaica’s Companies Act, an LLC would be governed by a more flexible operating agreement. This would allow for faster decision-making, simplified compliance, and the designation of an authorised person to act on the business’s behalf.

These features make LLCs particularly appealing to family-run enterprises, start-ups, and creative industry players looking to formalise operations without being weighed down by corporate red tape.

“The question that I face most often when I refer to the Limited Liability Companies Bill is, doesn’t Jamaica already have a Companies Act that offers you limited liability? And the answer is yes. Two things can be true at the same time, but can also be different,” acting CEO of JIFSA Rickie Davis explained.

“So the main difference with the LLC and the existing Companies Act is the ease of setting it up and doing business. The LLC will be governed by a document that business people themselves can create; it’s called an operating agreement, and it sets out how the company functions. That’s the difference. It’s business-centric and allows individuals to do business in a way that best suits them while still having the protections of limited liability,” he continued.

But the LLC Bill is just one piece of a larger legislative puzzle. Also included in JIFSA’s agenda are new laws governing trusts, general and limited partnerships, segregated accounts companies, and the regulation of corporate and fiduciary service providers. Each of these, Davis explained, is intended to offer Jamaicans and international investors alike a menu of modern legal tools to manage capital, protect assets, and structure business ventures with greater flexibility.

The new Trusts Act, for instance, is designed to bring Jamaica’s succession planning and estate management practices in line with global standards. Previously, trust arrangements were governed by a patchwork of common law and the older Trustees Act. The updated legislation codifies key concepts such as the roles of protectors and enforcers, which are crucial for high-net-worth individuals and families seeking to preserve generational wealth.

Similarly, the Segregated Accounts Companies (SAC) Act will make it easier for firms to manage risk and organise business portfolios. It allows a single legal entity to operate multiple accounts under one umbrella, without the need to form several standalone companies. This is expected to be transformative for sectors like insurance, real estate development, and investment management.

“We’re building something sustainable here,” Davis told the Business Observer. “Once the legislation is passed and the operational pieces are in place, we’ll be ready to launch a financial services model that works not just for the big investors, but for ordinary Jamaicans too.”

JIFSA was established in 2011, but much of its early work was delayed as Jamaica focused on improving its standing with global watchdogs like the Financial Action Task Force (FATF). After years of tightening regulatory controls, Jamaica was removed from the FATF grey list last year. That move has given agencies like JIFSA the space to now accelerate their legislative and operational agenda.

“Being on the grey list tied our hands in many ways,” Davis explained. “Now that we’re off, we’re in a better position to advance laws that are forward-looking.”

Currently, JIFSA is deep into what it calls its “sensitisation and build-out phase”. While final tweaks to the legislation are underway, the agency is also actively engaging stakeholders — both locally and internationally — to build support for the new framework. Meetings have already taken place with the Private Sector Organisation of Jamaica, legal academics, the Jamaica Institute of Financial Services, and regulators such as the Financial Services Commission and Companies Office of Jamaica.

“We’re working closely with partners across Government and the private sector because we know this is not something we can do alone,” said Davis. “This has to be a shared vision.”

Outreach is also extending beyond traditional stakeholders. JIFSA is looking to engage the creative sector, maritime and aviation authorities, and even the diaspora — many of whom operate businesses in foreign jurisdictions and could be attracted by a modern, efficient legal structure at home.

While the international financial services angle remains important, both Davis and Gooden stress that the local impact is just as vital. If successful, the legislation could stimulate job creation, encourage business formalisation, and even boost tax compliance.

“Let’s be clear, we’re not under any illusions that once all these six pieces of legislation are passed, then that will be the end of everything…This is about creating a framework and environment to develop that kind of practice area within Jamaica. We have the talent…We have to create the ecosystem and then we have to go out and sell it,” Davis said.