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INCORPORATION OF A COMPANY LIMITED BY SHARES

INCORPORATION OF A COMPANY LIMITED BY SHARES. A Company may not be formed or incorporated by an individual who is under 18 years of age, is of unsound mind or who is a bankrupt. [s.4 Companies Act, Cap. 308 of the Laws of Barbados].

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INCORPORATION OF A COMPANY LIMITED BY SHARES

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  1. INCORPORATIONOF A COMPANYLIMITED BY SHARES A Company may not be formed or incorporated by an individual who is under 18 years of age, is of unsound mind or who is a bankrupt. [s.4 Companies Act, Cap. 308 of the Laws of Barbados]

  2. You will therefore require the services of an attorney-at-law who will advise you about the incorporation requirements, complete the various prescribed forms and provide a Statutory Declaration for purposes of the Companies Act. Cap. 308 stating that as an incorporator of the company you are over 18 years of age, are not of unsound mind and have not been adjudged a bankrupt.

  3. RESERVING THE NAME OFA PROPOSED COMPANY • The first step in the incorporation process is the obtaining of the approval of the name of the proposed company. This is done by filing the Request For Name Search and Name Reservation Form (Form 33)and paying a fee of $30.00. Using this form you are allowed to submit a maximum of three (3) names in order of preference. The first available name will be reserved for a period of 90 days.

  4. [N.B. The approval process for reserving a company name usually takes no more than one (1) working day.]

  5. INCORPORATION REQUIREMENTS • Within the 90-day period following the reservation of the company name, the following documents must be filed with the Registrar together with the prescribed fee of $750.00:- • Form 1 – Articles of Incorporation • Form 4 – Notice of Registered Office • Form 9 – Notice of Directors • Attorney’s Statutory Declaration

  6. The prescribed forms may either be downloaded from the Department’s Internet website www.caipo.gov.bb or collected from our offices on Belmont Road, St. Michael. • The form-filling Instructions posted on the Department’s website, should be used as a guide when completing the prescribed forms. Additionally, Part XI of the Companies Regulations, 1984 should be consulted for guidance on certain formality requirements.

  7. Where the information to be furnished to the Registrar is too lengthy to be set out in any item in the prescribed forms, the information should be set out in a separate Schedule to be annexed to the form. The Schedule should be expressly stated to be incorporated in the form and cross-referenced to the form by setting out the following sentence in the space provided in the form: “The annexed Schedule is incorporated in this form.” [See reg. 35 Companies Regulations]

  8. The following specific guidance is provided with respect to the completion of the Articles of Incorporation (Form 1) • Item 2 – of the Articles must state the classes and any maximum number of shares that the company is authorised to issue. If the company has more than one class of shares, the rights, privileges, restrictions and conditions attached to each class of shares must be set out separately.

  9. Item 3 – of the Articles must state the restriction if any on the transfer of shares of a private company. • Item 4 – must state the minimum and maximum number of directors the company will have. • Item 5 – must state the restrictions on the business the company may carry on. It is usual for Domestic Companies to have no restrictions on their business. • Item 6 – any other provision that is to form part of the Articles may be set out here including whether any offer of invitation to the public to subscribe for shares of debentures is being made.

  10. The Articles of Incorporation must be accompanied by a Notice of Directors (Form 9) which carries the full names, home addresses and occupations of the persons being entered as directors and a Notice of Address (Form 4) where you will enter the company’s registered office address and its mailing address. • [N.B. The procedure for incorporation of a company takes approximately 3 days from the date of filing.]

  11. GIVING NOTICE OF CHANGE OF DIRECTORS • The Companies Act, Cap. 308 requires that notice be given to the Registrar within fifteen (15) days of a change having been made to the directors of a registered company. This information must be submitted by filing a Notice of Directors/Change of Directors (Form 9) with the prescribed fee ($25.00). • Where the changes have taken place on different days each date must be filed separately at a cost of $25.00 per Notice of Change of Directors (Form 9).

  12. GIVING NOTICE OF THE COMPANY’S CHANGE OF REGISTERED OFFICE • Within fifteen (15) days of a change having been made to the registered office or mailing address of a company, this information must be submitted to the Registrar of Corporate Affairs and Intellectual Property Office by filing a Notice of Address/Change to Address (Form 4) with the prescribed fee ($25.00).

  13. GIVING NOTICE OF THE APPOINTMENT OF SECRETARY • A Company Secretary is authorised to sign Notice of Change Forms and submit them to the Registrar of Companies on behalf of the company. A company gives notice of the appointment of a Secretary by filing a Notice of Appointment of Secretary/Change of Secretary (Form A4) – Changes an existing Company Secretary Changes to an existing Company Secretary may be made using the same form (Form A4) and paying the relevant fee ($25.00).

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