JIS News

A workshop was conducted on January 20 to update company Directors about the new regulations that will govern the formation and operation of a company, when implementation of the new Companies Act takes place on February 1.
The workshop was organized by the Office of the Registrar of Companies (ORC) and Jamaica Promotions Corporation (JAMPRO), and held at JAMPRO’s offices on Trafalgar Road in Kingston.
In her address, President of JAMPRO, Patricia Francis said even though many new regulations have been set out in the new Act, of great significance was the regulation, which now recognizes a “one man company”, or a company headed by one Director.
She said this new regulation was relevant in the current business environment, and would serve to stimulate business interest in Jamaica, especially where the creation of small businesses is concerned. “We recognize that we’re going to be registering a substantial number of new companies in this new financial year, and we believe that the kind of money that is going to be churning out as a result of those companies coming into operation [will] mean very good things for our economy,” she added.
The workshop entitled, ‘Director’s Obligations under the new Companies Act 2004’, dealt with an array of issues such as the ‘Duty of Care & Duty of Disclosure’, which informs a company about the importance of revealing to the ORC all the Directors of a company, including those classified as ‘shadow Directors’.
Shellie Leon, Deputy Chief Executive Officer and Director of Operations at the ORC, explained that the concept of a ‘shadow Director’ was one of the major elements added to the Companies Act 2004. The Act, she noted, defines a ‘shadow Director’ as “a person in accordance in whose directions or instructions the Directors of a company are accustomed to act”.
She added that the Act required that ‘shadow Directors’ be “entered into the register of Directors,” and failure to do so could see a company facing penalty for non-disclosure, with a fine of up to $50,000.
Other topics discussed at the workshop were, ‘The Administrative Duties of Directors’, and ‘Directors Disqualification and Indemnification’. The former topic explored by the Registrar and Chief Executive Officer of the ORC, Judith Ramlogan Chung, dealt with the procedures, which will guide how Directors should go about registering Company Secretaries and Directors of a company.
Also of importance is notifying the ORC as to the location of the registered office of the company, filing annual returns and revealing particulars about Directors.

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