Incorporation:

 

 

Who can form a company?

A company may be formed by any person whom section 4(2) of the Companies Act does not disqualify from involvement in company formation. Section 4(2) disqualifies persons who are under 18 years, bankrupt, or of unsound mind.

 

 

Will I need to consult an Attorney-at law?

The Companies Act is a legal document containing provisions that may require professional skill for proper interpretation. Whether or not you decide to seek legal advice, you will need an Attorney-at-law to make a Statutory Declaration which confirms that none of the persons signing the Articles of Incorporation is a disqualified individual.

 

How much does it cost to incorporate a company?

Apart from the name reservation fee of $25.00 which is required to secure pre-approval of a corporate name, a fee of $950.00 is payable to the Registrar on making application for incorporation. Fees will also be payable to an Attorney-at-Law for professional services.

 

What documents are required for incorporation?

The following forms are required for incorporation, along with the statutory declaration mentioned above:

· Name Search and Reservation, Form 26

· Articles of Incorporation, Form 1 /Form 2

· Notice of Address or Change of Address of Registered Office, Form 4

· Notice of Directors or Change of Directors, Form 9

These forms are prescribed under the Fourth Schedule to the   Companies Regulations, 1996.

 

How can I secure my chosen corporate name?

You can obtain approval for and reserve a corporate name by filing a Request for Name Search and Reservation (Form 26) prior to applying for incorporation. Form 26 must be filed in duplicate and accompanied by the prescribed fee of $25.00. The form makes provision for the choice of 3 alternative names. Choices should be listed in order of preference. All 3 choices should be utilized to ensure a greater chance of availability of one of the names. A comparative search of registered business and corporate names will be carried out and the overall suitability of the proposed name will be assessed. Where a name is approved, it will be reserved for a period of 90 days from approval, during which the application for incorporation which the name has been reserved may be made. A pplicants are encouraged to use the name reservation procedure as this avoids unnecessary delay in the processing of related applications.

 

What information is contained in Articles of Incorporation?

Articles of Incorporation in Form 1 are used for a commercial company, while Form 2 is used for a non-profit company. Articles must contain the following information:

 

·          The corporate name. This must be the same in all the documents filed for incorporation.

 

·          In the case of a commercial company, the classes and maximum number of shares that the company is authorized to issue. Where 2 or more classes of shares are desired, the rights, privileges, restrictions and conditions attaching to each class must also be set out.   Where a class of shares can be issued in series, the authority given to the directors to fix the number or determine designation of the rights, privileges, restrictions and conditions attaching to the shares of each series must be stated. In the case of a non-profit company, the Articles must state that it has no authorized share capital, is to be carried on without pecuniary gain to its members and that any profits or other accretions to the company are to be used in furthering its business.

 

·          In the case of a commercial company, the fact and nature of any restriction on share transfer, e.g.,pre-emptive rights entitling existing shareholders to have the first option to purchase shares offered for sale by another shareholder (s.34)  

 

·          The fixed or the minimum and maximum number of directors.

 

·          In the case of a non-profit company with an undertaking of a social nature, the full address of the building where the company is operating.

 

·          Any restriction on the business that the company may carry on. It should however be noted that even where the response to this item is “None”, the company remains subject both to the restrictions under the Companies Act such as the section 328 limitations on non-profit activity and to restrictions under other legislation such as licensing requirements for activities such as banking, insurance business,   providing trustee services, etc.    

 

·          Other provisions: For a private commercial company not intending to offer shares for purchase on a stock exchange, this item may state that “Invitation to the public to subscribe for shares or debentures of the company is prohibited.” In the case of a non-profit company other provisions might include whether the interest of members is transferable on death and how the assets of the company are to be distributed in event of dissolution (s.337).

 

·          The name, residential address and signature of the incorporators/members.  

 

In the case of Form 1, its signatories are deemed to be shareholders of the company concerned and must be entered in its Register of Members.

 

If you intend to form a public company (one that will offer shares for sale to the public on a stock exchange), a prospectus that conforms to the requirements of Part II, Division D of the Act must also accompany the application for incorporation.

 

If you wish to form a non-profit company, you will need to seek the Attorney-General’s written approval of your Articles of Incorporation and submit this with your application for incorporation. To qualify for approval, the undertaking of the proposed company must be of a patriotic, religious, philanthropic, chartable, artistic, educational, scientific, literary, historical, social, professional, fraternal, sporting or athletic nature or must promote some other useful object (s.328).  

 

What information does the Notice of Address contain?

The Notice of Address (Form 4) must state the registered office address and the mailing address of the company. The registered office address must be a location within St. Vincent and the Grenadines where directors and officers can be served with any documents relating to the company. For this reason, a post office box or “in care of” address, while acceptable as a mailing address, will not be allowed as a registered office address. When filed for incorporation, Form 4 must be signed by one of the persons who have signed the Articles of Incorporation.

 

What information does the Notice of Directors contain?

The Notice of Directors (Form 9) is required to state the first name, middle initial(s) and surname, full residential address and occupation of each director.   When filed for incorporation, Form 9 must be signed by one of the incorporators.

 

How many directors are required?

A private company with shares must have a minimum of 1 director and a non-profit company a minimum of 3 directors, each of which may be an individual or another company.   A public company is required to have a minimum of 3 directors who must be individuals. Only one of these may also be an officer or employee of the company or any of its affiliates (s.62). Individuals who are under 18 years of age, of unsound mind or bankrupt are disqualified from serving as directors (s.66). There is no restriction on the maximum number of directors a company may have.

 

Where do I obtain statutory forms?

The Companies Act is administered by the Registrar of the Commerce and Intellectual Property Office (CIPO) who is also the Registrar of Companies. Statutory forms and specimen documents are available from CIPO on request and documents relative to domestic companies must be filed there. CIPO is located on the Ground Floor of the Methodist Building at Granby Street, Kingstown.   

 

How long does it take to incorporate?

If the documents meet all the legal requirements and the prescribed fees have been paid, a Certificate of Incorporation will generally be issued within 2 working days after filing.

 

How are applications for incorporation processed?

Following receipt of the prescribed documents in duplicate original and the appropriate filing fee, a formality examination is conducted to ensure that the documents conform to the statutory requirements as to form and a substantive examination is carried out to ensure compliance with legal requirements for validity. Where there is material deviation from the statutory requirements, this is noted on a Pending Applications file, which should be checked by persons filing documents in the days following their submission. Where a document conforms to all requirements, it will be registered in duplicate and endorsed with the date of registration. One copy of each registered document is made available to the company for its records along with the Certificate of Incorporation. A duplicate of the certificate of incorporation and each supporting document is placed on the company’s file. A record of the transaction is then entered in the Register of Companies and the name and number of the company recorded in the Companies Index.

 

 

 

Filing Fees

 

COMPANIES REGULATIONS, SRO 22/1996                                      (Effective 1st June 1996)
Companies with Share Capital:
Incorporation of company, Form 1	$850.00
Restoring name of company to register	$300.00
Certificate of amendment of articles	$300.00
Certificate of restated articles of incorporation	$25.00
Certificate of (i)            amalgamation of two companies (ii)          each additional company	$750.00 $100.00
Certificate of continuance	$50.00
Prospectus or statement in lieu of prospectus	$25.00
Exemption under section 144	$25.00
Exemption under section 150 or 154	$25.00
Uncertified copy of any document or part thereof per page, in addition to the fee for search	$1.00
Certification of any document	$10.00
Any certificate or certification for which a fee is not provided	$25.00
Search	$5.00
Reservation of a name under section 514, Form 26	$25.00
By-Laws of a company	$100.00
Special Resolutions	$50.00
Reduction of Share Capital	$100.00
Amendment to Articles of Incorporation	$100.00
Notice of directors/change of directors; Form 9	$50.00
Notice of registered office; change; Form 4	$50.00
Notice of execution of unanimous Shareholders agreement	$100.00
Notice of termination of unanimous Shareholders agreement	$50.00
Summary of financial statements	$50.00
Registrar’s Notice	$25.00
Applications to Registrar	$20.00
Certificate of solvency	$30.00
Annual returns; Form 28 & 28A	$100.00
Registration of charge (statement)	$50.00
Other applications not provided for	$25.00
Non Profit Companies:
Incorporation of company, Form 2	$170.00
Restoring name of company to register	$60.00
Certificate of amendment of articles	$60.00
Certificate of restated articles of incorporation	$5.00
Certificate of (i)                  amalgamation of two companies (ii)                each additional company	$150.00 $20.00
Certificate of continuance	$10.00
By-Laws of a non-profit company	$20.00
Special Resolutions	$10.00
Reduction of Share Capital	$20.00
Amendment to Articles of Incorporation	$20.00
Notice of directors/change of directors; Form 9	$10.00
Notice of registered office; change; Form 4	$10.00
Notice of execution of unanimous Shareholders agreement	$20.00
Notice of termination of unanimous Shareholders agreement	$10.00
Summary of financial statements	$10.00
Registrar’s Notice	$5.00
Applications to Registrar	$4.00
Certificate of solvency	$6.00
Annual returns	$20.00
Registration of charge (statement)	$10.00
Other applications not provided for	$5.00
External Companies:
Certificate of registration of a company which paid the prescribed fee for filing under the former Act	$100.00