A Guide to Investing in Trinidad and Tobago (2011) - Ministry of ...

ny, the applicant must complete and submit Form 2.
For both profit and non-profit companies, the Articles
of Incorporation must be filed together with the following
completed documents:
• Declaration of Compliance (Form 31) / Statutory
Declaration Form - which must be completed
by the applicant, and then commissioned by a
Commissioner of Affidavits before the finalisation
of the Articles of Incorporation
• Notice of Directors (Form 8)
• Notice of Secretary (Form 27)
• Notice of Registered Office of the Company
(Form 4)
The Articles of Incorporation are required to set out:
• The proposed name of the company
• Whether the members’ liability is limited or unlimited
• The number of directors
• The classes of shares
• Whether the right to transfer shares is restricted
• Any restrictions on the business that the company
may carry on
• Whether the company is profit / non-profit
The Articles of Incorporation must be completed by
the applicant and is subject to the payment of Stamp
Duty to the Board of Inland Revenue before it can be
filed at the Companies Registry. Upon payment of
the Stamp Duty the Articles will be embossed by the
Board of Inland Revenue with the appropriate stamp
value.
The applicant is required to submit in person duplicate
copies of the documents outlined above to the
Commercial Registry along with the applicable fees to
obtain the Certificate of Incorporation. These documents
include: Form 1 or 2 (Name approval), Form 31
(Declaration of Compliance) along with Form 4 (Notice
of Address of Registered Office), Form 8 (Notice of Directors)
and Form 27 (Notice of Secretary). When the
documents have been reviewed and accepted as being
compliant with all of the required procedures, the
applicant is then notified at the point of submission by
the Companies Registry as to the date for collecting
the Certificate of Incorporation.
A Certificate of Incorporation is issued within two (2)
working weeks of filing all of the documents outlined
above and gaining approval of same by the Registrar.
Once the Certificate of Incorporation is received, the
company is deemed to be duly registered under the
Companies Act, 1995.
Once the company has been incorporated under the
Companies Act, it may make its by-laws (optional).
The by-laws of a company govern the conduct and
affairs of the company. They are prepared by the company
for the company’s use. By-laws are not required
to be filed at the office of the Registrar of Companies.
Once incorporated, a company is required to complete
and file its annual returns (Form 28 for a profit
company, and Form 29 for a non-profit company) not
later than thirty (30) days from the anniversary date of
its incorporation.
Post Registration Requirements:
1. Change in the Name or Nature of the
Business
Businesses under the Registration of Business Names
Act:
If a registered business requires a name change or
a change to the nature of the business, the application
must be made under the Registration of Business
Names Act – by Form 6 (for a Sole Proprietorship) and
by Form 7 (for a Partnership). The particulars must be
clearly stated in the form.
Companies Under the Companies Act:
• Change of registered address of the company
can be effected by completing and filing Form
4, with the appropriate fees, at the Companies
Registry.
• Change of Directors can be effected by completing
and filing Form 8, with the appropriate fees,
at the Companies Registry.
• Change of Secretary can be effected by filing a
notice of change, Form 27, with the appropriate
fees, at the Companies Registry.
• Change of Name can be effected by filing Form
25, with appropriate fees, at the Companies
Registry.
2. Requests for Copies of Documents
Requests may be made for certified copies or plain
(draft) copies of all documents filed at the Companies
Registry with the appropriate fees attached, except
Certificates.
Registered number of documents / files should be
produced.
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