JIS News

The Companies Office of Jamaica (COJ), formerly known as the Office of the Registrar of Companies (ORC), is urging businesses to file documents to ensure compliance with the Companies Act.
Speaking with JIS News, Deputy Chief Executive Officer at the COJ, Shellie Leon said that Company Officers are required by the 2004 Companies Act to file the following with the COJ: Particulars of Directors and Company Secretary; Registered Office and any changes made in this information, as well as an Annual Return.
Explaining, the Deputy CEO said that the first return filed by a company upon incorporation is the Registered Office Notice, which should be submitted with the incorporation document.
Additionally, the notice of appointment of the company secretary must be forwarded to the COJ within 15 days of incorporation, while Particulars of the Company Directors should be submitted within 14 days.
“The annual return contains a company’s information on the registered office, current list of Directors, shareholders and their shareholding, share details and transactions for the year,” Miss Leon explained.
The annual return is filed on a yearly basis, therefore an “annual return for a company that was formed under the Companies Act 2004 would be due no later than one year from the date of incorporation, while the return for an existing company would be due no later than a year from the date to which the last annual return was made up”, she said.
In relation to the maintenance of company records, Company Officers are urged to provide accurate information and consistently update the COJ on changes to documents already filed. The COJ is emphasizing the need for the necessary information to be supplied on forms where applicable, and in accordance with the standards outlined in the Regulations to the Companies Act 2004.
Speaking of the various forms used in filing documents, Miss Leon pointed out that, “a company limited by shares is required to file annual returns using Annual Return Form 19A, while a company limited by guarantee should file using Annual Return Form 19B along with an Income and Expenditure Statement”.
With respect to changes in a company’s address, a new Notice of Situation of Registered Office (Form 17) should be filed, and for changes in directorships, a Form 23 is necessary. “Companies were always obliged to notify the Registrar who the Directors are,” Miss Leon noted, adding that a fine of up to $50,000 could be imposed on the company and/or the officers for failure to file this Notice of Directors in time.
In the case of changes in the secretary of the company, a Notice of Appointment of Company Secretary (Form 20) should be filed as the new Companies Act stipulates that the COJ must be notified as to who has been assigned as the company secretary.
The Deputy CEO emphasized the need for documents to meet the relevant standards in order for processing to be completed within the three to five-day period. “If the documents contain errors which prevent the COJ from registering them, then the person who filed the documents is required to retrieve, amend and re-submit the documents,” she stated.
If not filed within the time specified by the Companies Act, Miss Leon noted that the various documents would attract late filing fees. In the case of an annual return, a fee of $100 may be imposed for every day of non-compliance.
The Deputy CEO advised that continued default in filing may lead to prosecution, suit or disqualification of the company’s officers. Where a Court Order has been made for a company to file documents and that order is not complied with within the time specified or at all, the COJ will initiate proceedings against the named directors for contempt of Court. These proceedings may result in the directors being either fined or incarcerated.
Miss Leon pointed out that filing of company documents protects the public, members of the company and potential investors. She urged company officers that they should “act as good corporate citizens and make the relevant disclosures” in order for continued accountability, credibility and success of the company.

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