WHAT YOU SHOULD KNOW BEFORE REGISTERING A COMPANY IN TRINIDAD AND TOBAGO.

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​You’ve decided to register a company but you’re not exactly sure where to begin. What does having a company mean? Are there different types? Are there restrictions on the names the company can have?...

Here are 17 things you should know before registering a company in T&T:

1. What exactly is a company?

A company is an association incorporated to carry on business or other useful activities in its name. Most companies incorporated in Trinidad and Tobago are formed under the Companies Act.

2. A company has a separate legal identity.

This means that a company is separate legally and financially from its owners and the company can carry on all activities, which a natural (human) person of age 18 years and older can pursue. For example, it is able to enter contracts, sue and be sued, and own property in its name. This is different from sole traders and partnerships which are not separate legal entities from its owners.

3. There are 3 types of companies that can be incorporated or registered under the Companies Act:

• Profit companies
• Non-profit companies and
• External companies

4. What is a profit company?

It is an association formed to conduct business in the name of the association for profit or gain.

5. What types of profit companies are there?

There are:

• Profit companies LIMITED BY SHARES:
  in this type of profit company, the financial responsibility of members/shareholders of the company is restricted to the amounts payable on the shares they hold in the company and no more. This means if the company is winding up (being dissolved), the shareholders would only be required to pay up to the amount owing on the shares issued to them and nothing more.
  
  
• Profit companies LIMITED BY GUARANTEE: in this type of profit company the members of the company guarantee to pay a nominal amount in the event of a winding up of the company.
  
  
• Profit companies with UNLIMITED LIABILITY: in this type of profit company the liability of members of a company is not limited to any specific sums. 

Most profit companies in Trinidad and Tobago have limited liability while only a small number of profit companies are of unlimited liability.

6. How many people may incorporate a profit company?

One person (an incorporator) may incorporate a company (section 8(1) of the Companies Act). An incorporator is a person who signs the articles of incorporation of a company (section 4 of the Companies Act).

An incorporator must:

• not be younger than 18 years of age
• not be mentally ill within the meaning of the Mental Health Act of Trinidad and Tobago, and
• not be an undischarged bankrupt under the laws of Trinidad and Tobago or elsewhere (section 8(2) of the Companies Act).

7. What are the main responsibilities of a person incorporating a profit company?

Such a person is required to ensure that there is compliance with the provisions of the Companies Act which govern the incorporation of companies. In addition, after incorporation, certain documents, e.g. Annual Returns, are required to be filed within the deadline imposed by the Act. Also, changes in particulars of the company (e.g. changes in directors, secretary etc) must be notified in conformity with the timelines imposed by the Act.

​8. Are there any restrictions on the name a profit company may carry?

Pursuant to section 493 of the Companies Act, the Registrar of Companies cannot approve and reserve a prospective company name that is:-

• the same as, or similar to, the name of a previously incorporated company or registered business name, or registered trademark (or famous trade-mark);
  ​
• a geographic name used alone.
  
  
• a name which suggests or implies a connection with, or sponsorship or endorsement by, the State, Government, a Government Ministry, Department, unless written consent from the appropriate Minister of Government obtained.
  
  

The name must be distinctive, must not cause confusion with any existing name and must not be prohibited or misleading. The name must end with the words "Limited" or "Unlimited" or their abbreviations "Ltd." or "Unltd.", (section 14(1) of the Companies Act).

In addition, please note that the words mentioned hereunder must be justified and/or consent from the appropriate person or organization obtained, before they can be used as part of a company name:
​

• National
• International
• Institute
• Bank
• Commonwealth
• Caricom

Generally, names which suggest or imply a connection with individuals (including famous individuals) or institutions or companies will not be approved unless the appropriate written consents and/or justifications are produced to the Registrar of Companies.

Names containing words such as "Credit Union", "Co-operative", "Co-op" or "Trade Union" are prohibited for the purpose of registering/incorporating a Credit Union, Co-operative Society, or a Trade Union.

Names containing words or phrases which are obscene or suggest activities which are scandalous, obscene, or immoral shall generally be refused by the Registrar of Companies. 

9. What is a non-profit company?

It is an association formed to conduct business in the name of the association for the attainment of some useful object without gain to its members; all monies or revenues remaining after expenses must be used in the furtherance of the objects of the association. Further, a non-profit company is one without share capital (section 4 of the Companies Act).

10. What types of non-profit companies are there?

There is one type: a non-profit company LIMITED BY GUARANTEE – in this type of company the members of the company guarantee to pay a nominal amount in the event of a winding up of the company.

11.  How many people may incorporate a non-profit company?

A minimum of three (3) persons must incorporate a non-profit company by signing the articles of incorporation as first directors; (a non-profit company must have no fewer than three directors (section 310(1) of the Companies Act)).

These persons must:-

• not be younger than 18 years of age;
• not be mentally ill, and
• not be discharged bankrupts under the laws of Trinidad and Tobago or elsewhere (section 8(2) of the Act).

12. What are the formalities for incorporating a non-profit company?

First, the articles of incorporation of a non-profit company must receive the prior approval of the Registrar of Companies (section 308(1) of the Companies Act). A draft of such articles must first be submitted to the Registrar.

13. What requirements must a company meet in order to qualify for approval as a non-profit company?

In order to qualify for such approval, a non-profit company must restrict its business to one that is, for example , of a religious, patriotic, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature, or some other useful object or activity (section 308(2) of the Companies Act).

14. Are there any restrictions on the name which a non-profit company may carry?

Pursuant to section 493 of the Companies Act, the Registrar of Companies cannot approve and reserve a prospective company that is:-

• the same as, or similar to, the name of a previously incorporated company or registered business name, or registered trademark (or famous trademark);
  
  
• a geographic name used alone;
  
  
• a name which suggests or implies a connection with, or sponsorship or endorsement by, the State, Government, a Government Ministry, Department unless written consent from the appropriate Minister of Government is obtained, and​

The name must be distinctive, must not cause confusion with any existing name and must not be prohibited or misleading. In addition, please note that the words mentioned hereunder must be justified and/or consent from the appropriate person or organization obtained, before they can be used as part of a company name:

• National
• International
• Institute
• Bank
• Commonwealth
• Caricom

Generally, names which suggest or imply a connection with individuals (including famous individuals) or institutions or companies will not be approved unless the appropriate written consents and/or justifications are produced to the Registrar of Companies.

Names containing words such as "Credit Union", "Co-operative", "Co-op", or "Trade Union" are prohibited for the purpose of registering/incorporating a Credit Union, Co-operative Society, or Trade Union.

Names containing words or phrases which are obscene or which suggest activities which are scandalous, obscene, or immoral shall generally be refused by the Registrar of Companies.

15. What is an external company?

External companies are companies which are incorporated under the laws of a country other than Trinidad and Tobago (section 4 of the Companies Act).

16. Must an external company be registered under the Companies Act?

Only if it establishes a place of business within Trinidad and Tobago, or if it establishes or uses a share transfer or share registration office in Trinidad and Tobago (section 317 of the Act).

17. What is the time limit for an external company which establishes a place of business within T&T to register under the Act?
​
An external company establishing a place of business must register within fourteen (14) days from the date of such establishment (section 318 of the Act). 

​​Important Notice: This post does not constitute or provide legal advice. Always consult with a suitably qualified attorney-at-law on any legal problem or issue.

Law For All is managed by the Aurora Chambers Legal Practice.

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