By Dionne Lawrence-Pivotte
In Part 1 to this article, I discussed the privileges that a national of a Caricom member state is entitled to when considering the prospect of establishing a business in another Caricom member state. It is assumed that by now, you would be aware of the type of business you wish to have registered and would have identified the persons who would constitute the management structure of your business. These bits of information will be very important when we look at the registration of your business.
The body in Grenada responsible for the registration of businesses be it a sole proprietorship, partnership or a company/corporation is the Corporate Affairs and Intellectual Property Office (CAIPO) which is supervised by a Registrar and whose address is Church Street, St George’s, Grenada WI. All applications to have your business registered are made and submitted to the Registrar. An outline of the procedure for registration of your business is set out below. It is advisable that you obtain the services of an attorney where there is any question arising concerning your ability to follow that procedure.
STEP 1: Make a request for a Name Search or Reservation of name.
The application for name search and reservation of name is made by completing the required form in duplicate. This form is available at CAIPO or where you have retained an attorney for such purposes, he or she will be able to obtain it for you. Where the applicant applies only for a search, a fee of EC$5 will be required. However, an additional fee of EC$5 will have to be paid where the applicant also requests a reservation of name. The result of the application is usually provided to the applicant within 2 to 3 days.
When completing the application, you will need to provide the following information:
- Name, address and telephone numbers of persons requesting the search.
- Proposed name or names of the business.
- Type of business that is to be established.
If the proposed business name is available, that name is to be submitted with the Articles of Incorporation (explained subsequently) unless the applicant chooses to have the name reserved. If this is done, it need not be submitted with the Articles as the Registrar would have had approved the name and reserved the business name for further use by the applicant. Note, however, that if the name is not reserved, the applicant runs the risk of the name not being available at the time for submission of the Articles of Incorporation.
STEP 2: Registration of the Business
You are now in possession of your approved name and are now ready for the next step in the registration of your business.
You are required to prepare a letter of application in duplicate in the prescribed form addressed to the Registrar of CAIPO to have your business registered. These forms are obtained from the same sources as set out in the first paragraph of STEP 1. With the application letter completed in duplicate, the applicant must provide, along with the application letter a Statement of Particulars completed in duplicate and in the prescribed form.
Where a firm is to be registered the Statement of Particulars will include:
- the business name,
- the general nature of the business,
- the principal place of business,
- the christian name and surname of the applicant,
- any former christian name or surname of the applicant,
- the nationality of the applicant,
- the usual residence of the applicant,
- the other business occupation, if any, of each of the individuals who are partners,
- the corporate name,
- registered or principal office of every corporation which is a partner;
- and date of commencement of the business.
Where the registration to be effected is that of a sole trader the Statement of Particulars will include:
- the present christian name and surname,
- any former christian name or surname,
- the nationality,
- the usual residence,
- the other business occupation, if any, of such individual;
- date of commencement of the business and including paragraph iii.(i), (ii), and (iii) above.
Where the registration of a corporation is to be effected the Statement of Particulars will include:
- its corporate name
- registered or principal office
- date of commencement of the business and
- including paragraph iii. (ii) and (iii) above.
Signing of the Statement of Particulars:
- where it pertains to a sole proprietorship it is to be signed by the individual.
- where it refers to a firm either by all the individuals who are partners and by a director; or the secretary of all corporations which are partners, or by some individual who is a partner; or a director or the secretary of some corporation which is a partner, and in either of the last two cases must be verified by a statutory declaration made by the signatory.
- where it refers to a corporation – by a director or
The required fee for filing a Statement of Particulars is EC$5 and to obtain the Certificate of Registration the required fee is EC$20.
In the formation of a company/corporation there is the additional step of having the company incorporated. It is assumed that you would have sought legal advice as to whether this option is best for your business and have decided to incorporate. The documents required for incorporation of a company include:
Articles of Incorporation which is completed in the prescribed form. This form would include:
- The name of the Company which is already registered with CAIPO.
- The registered office location
- The class and maximum number of shares in the company that the company is authorised to issue.
- Restriction on share transfer nature of the restrictions, and a statement that there exists a restriction
- The number of directors, the minimum and the maximum number and
- Restrictions if any on the business of the company.
- The incorporator’s signature is required on the Articles of Incorporation.
Notice of Directors, which is completed in the prescribed form. This form would include:
- The names of the Directors
- The addresses and occupation of the Directors.
The signature of a director or authorised officer of the company is required on the form.
Notice of Address of registered office which is completed in the prescribed form. This would include: Address if different from main place of operation. The signature of a director or authorised officer of the company is also required on this form.
It is important to note that the incorporation of a company is effected pursuant to the Companies Act of Grenada, Chapter 58A. The Articles of Incorporation and required stamps and fees are to be submitted to the Registrar of CAIPO. Once approved by the Registrar the certified copies will be returned with a Certificate of Incorporation. The fee amount for registering a local company is EC$1200 and for a foreign company being registered in Grenada, EC$2500.
In the third part to this series we will look at the taxes that you would be required to pay and incentives provided, if any.
Dionne Lawrence-Pivotte practises criminal and civil law and has practised in the jurisdictions of Jamaica and Grenada. She is the principal attorney and Notary Public in the law office of Dionne Lawrence Pivotte & Associates which is based in Grenada. DISCLAIMER: The material provided is for information only and not for providing legal advice. Any problems or issues arising concerning information in this article you should contact an attorney to obtain advice. No attorney-client relationship has been created between the author and the reader.