If you have never started a business before, registering a company at Registrar General may seem like a daunting task. After deciding which type of business structure is best suited for your venture, you’re then faced with registration questions such as where to go, who can form a company, which forms do I need, how much does it cost and finally did I even do it right?
This article seeks to provide a step-by-step guide for registering or incorporating a limited liability company at Registrar General in Trinidad and Tobago.
Where Do I Register a Company?
The registration of companies is done by the Companies Registry which is a division of the Registrar General Department of the Ministry of Attorney General and Legal Affairs. There are four locations within Trinidad and Tobago. We have included below the addresses and contact numbers for each location. They are:
North (Head Office)
AGLA Tower, Government Plaza
Corner of London and Richmond Streets, Port of Spain
Telephone: (868) 625-9971
East
Pennywise Building, 2nd Floor
10-10A Devenish Street, Arima
Telephone: (868) 667-1700
South
#9 Leotaud Street, San Fernando
Telephone: (868) 653-4858
Tobago
Caroline Building No. 2
#11 Hamilton Street, Scarborough
Telephone: (868) 639-3210
Who Can Register a Company?
According to Section 8 of the Companies Act, Chap. 81:01, any one or more incorporators may form a company providing that these incorporators ARE NOT:
- less than 18 years old;
- mentally ill within the meaning of the Mental Health Act, and
- is an undischarged bankrupt having been adjudged or otherwise declared bankrupt under any law in force in Trinidad and Tobago or elsewhere.
Now hold on… Some of you who previously register companies may be thinking “what is an incorporator and how come I didn’t need to get one of those to register my company?” But don’t worry let us add some further clarification.
Firstly, if you ever registered a limited liability company there was an incorporator. An incorporator is simply a person or business entity that prepares, signs and files the articles of incorporation to Registrar General for the purpose of registering a company.
It is important to note that the Companies Act makes provisions for the incorporator to be listed a member (shareholder) in the company unless the right is waived by the incorporator.
Furthermore, there are additional requirements for incorporators who are foreign investors. Section 4 of the Foreign Investment Act, Chap. 70:07 requires a foreign investor to notify the Minister of certain requirements in writing prior to proceeding with an application to incorporate a company at Registrar General.
Which Forms Do I Need and How Much Does It Cost?
Step One – Conduct a Preliminary Online Name Search
The Business Names Act prohibits the registration of similar or identical names. Ideally, an individual is required to conduct an online name search to ensure that their company name is not already taken. Searches can be conducted using the following Online Name Search link.
Step Two – Conduct a Business Name Reservation
Fill out the Application for Name Search and Name Reservation – Form 25 and submit it to the Companies Registry. There is a processing fee of $25. A decision on whether the name was approved or rejected will be communicated within 3 working days.
Step Three – Incorporate Your Company
Once the name search has been successfully approved, the incorporator is required to fill out and submit the following documents along with the prescribed processing fee:
In addition to the above fees, an additional sum of $40 is charged for the issuance of the Certificate of Incorporation which is payable upon submission of the above documents. An official Certificate of Incorporation will be available for collection within 3 working days provided all documents are in order.
And that’s it! You’re now a proud director of a limited liability company. But hold on this doesn’t mean that you can file those registration documents away in some folder and forget about them. As a director of a limited liability company, there are post registration legal requirements under the Companies Act which you must adhere to.
Did You Do It Right?
Finally, many persons usually ask us did they even do the process right (i.e. were the forms completed correctly). We have only provided a basic overview of the steps required to register a company at Registrar General. There are, however, many questions which must be answered throughout the registration process.
These may include determining what classes of shares will exist and its restrictions (if any), variation of pre-emptive rights, and the power of the directors to make, amend, or repeal changes to the byelaws. We always advise that individuals consult with a competent accountant or attorney to gain guidance on any subject matter which they are unclear about.
Conclusion
At FirstLink, we recognize that no two business ventures are the same. As such, the advice rendered to any client varies based on the size, nature, and complexity of the business.
We pride ourselves on our modern but old-fashion approach to business. We sit with our clients whether physically or via web conferencing to determine the context of their unique business situation before we provide any recommendations.
If you require any assistance with regards to registering a limited liability company, the terms contained within the articles of incorporation or any of the post registration legal requirements of a company, request your free consultation today to speak to one of our advisors.
