INCORPORATIONINCORPORATIONOF A COMPANYOF A COMPANY

LIMITED BY SHARESLIMITED BY SHARES

A Company may not be formed or incorporated A Company may not be formed or incorporated by an individual who is under 18 years of age, is by an individual who is under 18 years of age, is

of unsound mind or who is a bankrupt.of unsound mind or who is a bankrupt.[s.4 Companies Act, Cap. 308 of the Laws of [s.4 Companies Act, Cap. 308 of the Laws of

Barbados]Barbados]

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

RESERVING THE NAME OFRESERVING THE NAME OFA PROPOSED COMPANYA PROPOSED COMPANY

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

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

INCORPORATION INCORPORATION REQUIREMENTSREQUIREMENTS

Within the 90-day period following the Within the 90-day period following the reservation of the company name, the reservation of the company name, the following documents must be filed with the following documents must be filed with the Registrar together with the prescribed fee Registrar together with the prescribed fee of $750.00:-of $750.00:-

Form 1 Form 1 – Articles of Incorporation– Articles of Incorporation Form 4 Form 4 – Notice of Registered Office– Notice of Registered Office Form 9 Form 9 – Notice of Directors– Notice of Directors Attorney’s Statutory DeclarationAttorney’s Statutory Declaration

The prescribed forms may either be The prescribed forms may either be downloaded from the Department’s downloaded from the Department’s Internet website Internet website www.caipo.gov.bb or or collected from our offices on Belmont collected from our offices on Belmont Road, St. Michael.Road, St. Michael.

The form-filling Instructions posted on the The form-filling Instructions posted on the Department’s website, should be used as Department’s website, should be used as a guide when completing the prescribed a guide when completing the prescribed forms. Additionally, Part XI of the forms. Additionally, Part XI of the Companies Regulations, 1984 Companies Regulations, 1984 should be should be consulted for guidance on certain formality consulted for guidance on certain formality requirements. requirements.

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

The following specific guidance The following specific guidance is provided with respect to the is provided with respect to the completion of the Articles of completion of the Articles of

Incorporation (Incorporation (Form 1)Form 1) Item 2 Item 2 – of the Articles must state the – of the Articles must state the

classes and any maximum number of classes and any maximum number of shares that the company is authorised to shares that the company is authorised to issue. If the company has more than one issue. If the company has more than one class of shares, the rights, privileges, class of shares, the rights, privileges, restrictions and conditions attached to restrictions and conditions attached to each class of shares must be set out each class of shares must be set out separately. separately.

Item 3 Item 3 – of the Articles must state the restriction – of the Articles must state the restriction if any on the transfer of shares of a private if any on the transfer of shares of a private company.company.

Item 4 Item 4 – must state the minimum and maximum – must state the minimum and maximum number of directors the company will have.number of directors the company will have.

Item 5 Item 5 – must state the restrictions on the – must state the restrictions on the business the company may carry on. It is usual business the company may carry on. It is usual for Domestic Companies to have no restrictions for Domestic Companies to have no restrictions on their business.on their business.

Item 6 Item 6 – any other provision that is to form part – any other provision that is to form part of the Articles may be set out here including of the Articles may be set out here including whether any offer of invitation to the public to whether any offer of invitation to the public to subscribe for shares of debentures is being made.subscribe for shares of debentures is being made.

The Articles of Incorporation must be The Articles of Incorporation must be accompanied by a accompanied by a Notice of Directors Notice of Directors (Form 9) (Form 9) which carries the full names, which carries the full names, home addresses and occupations of the home addresses and occupations of the persons being entered as directors and a persons being entered as directors and a Notice of Address Notice of Address (Form 4) (Form 4) where you where you will enter the company’s registered office will enter the company’s registered office address and its mailing address.address and its mailing address.

[[N.B. N.B. The procedure for incorporation of a The procedure for incorporation of a company takes approximately 3 days from company takes approximately 3 days from the date of filingthe date of filing.] .]

GIVING NOTICE OF CHANGE OF GIVING NOTICE OF CHANGE OF DIRECTORSDIRECTORS

The The Companies Act,Companies Act, Cap. 308 requires that notice Cap. 308 requires that notice be given to the Registrar within fifteen (15) days be given to the Registrar within fifteen (15) days of a change having been made to the directors of of a change having been made to the directors of a registered company. This information must be a registered company. This information must be submitted by filing a submitted by filing a Notice of Notice of Directors/Change of Directors Directors/Change of Directors (Form 9) (Form 9) with with the prescribed fee ($25.00).the prescribed fee ($25.00).

Where the changes have taken place on different Where the changes have taken place on different days each date must be filed separately at a cost days each date must be filed separately at a cost of $25.00 per of $25.00 per Notice of Change of Directors Notice of Change of Directors (Form 9).(Form 9).

GIVING NOTICE OF THE GIVING NOTICE OF THE COMPANY’S CHANGE OF COMPANY’S CHANGE OF

REGISTERED OFFICEREGISTERED OFFICE Within fifteen (15) days of a change Within fifteen (15) days of a change

having been made to the registered office having been made to the registered office or mailing address of a company, this or mailing address of a company, this information must be submitted to the information must be submitted to the Registrar of Corporate Affairs and Registrar of Corporate Affairs and Intellectual Property Office by filing a Intellectual Property Office by filing a Notice of Address/Change to Address Notice of Address/Change to Address (Form 4) (Form 4) with the prescribed fee ($25.00).with the prescribed fee ($25.00).

GIVING NOTICE OF THE GIVING NOTICE OF THE APPOINTMENT OF SECRETARYAPPOINTMENT OF SECRETARY

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