Presentation by Jodie-Anne Johnson, Deputy Registrar, Corporate Affairs and Intellectual Property Office (CAIPO), delivered on 19 February 2020 at a compliance symposium hosted by the Financial Intelligence Unit (FIU), the Anti Money Laundering and Combating Counter-Terrorism Financing (AML/CTF) Commission, and CAIPO.
A non-profit organisation is a type of company that has no share capital. They are tax-exempt or charitable, meaning they do not pay tax on the money they receive for their organisation.
Pursuant to the Companies Act No. 35 of 1994 now contained in the Continuous Revised Edition of the Laws of Grenada, 2010, Cap 58A, no individual who is less than 18 years of age; is of unsound mind and has been found so by a tribunal in Grenada or elsewhere; or has the status of a bankrupt, shall form or join the formation of non-profit company.
The Companies (Amendment) Regulations SRO No. 36 of 2014 allows for an attorney-at-law to swear a declaration on behalf of his client declaring that no signatory to the articles is an individual recently described when submitting the articles for incorporation.
It is a requirement under the Companies Act Cap 58A, that prior to registration at the Corporate Affairs and Intellectual Property Office (CAIPO), the Articles of Incorporation must be approved by the Attorney General Chambers. The fee to register a non-profit company at CAIPO is $100.
In order to qualify for approval at the Attorney General Chambers, a non-profit company shall restrict its business to one that is either patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature.
The word Incorporation or Corporation or the abbreviations “Inc” or “Corp” shall be the last word of the name of every non-profit company and that every non-profit company must first reserve its name, by filing a Name Search and Reservation Form at CAIPO before sending the articles to the Attorney General Chambers. A name can only be reserved for 90 days. The fee for the Name Search and Reservation Form is $10.
Every Article of Incorporation, pursuant to Section 329 of the Companies Act shall state (a) the restrictions that the company is to carry on, (b) that the company has no share capital and is to be carried without pecuniary gain and that profits or other accretion shall be used in furthering its business, (c) if the business of social nature, the address in full of the clubhouse or similar building and (d) that each first director becomes a member upon its incorporation.
Once incorporated, every non-profit company must file its by-laws at CAIPO and every Articles of Incorporation shall not be contrary to its by-laws. By-laws are rules established by an organisation to regulate itself. By-laws are also necessary when opening an account in any financial institution.
In accordance with the Companies (Amendment) Act No. 23 of 2014, it is mandatory that the Articles of Incorporation of a Non-Profit Company, include information on the beneficial ownership of the company. Beneficial ownership refers to the natural person or legal person who has the direct control over the company. If such information is not included in the articles, then the application together with such articles will not be approved by the Attorney General Chambers.
Every non-profit organisation upon incorporation shall have no fewer than 3 directors and at the time of sending the Articles of the Company for registration, a Notice with the names of the Directors together with a Notice of Address of the Registered Office shall be filed with CAIPO.
Where there is a change after incorporation in the composition of the Directors or in the particulars of the non-profit company, that company must within 15 days of the date of the change, file with the Registrar, a notice that contains the particulars of the change. Any non-profit company in default of this requirement is liable to a penalty of $550.
It is provided in the Companies (Amendment) Act No. 23 of 2014, that a non-profit company must within 15 days after its annual meeting, send to the Registrar, a copy of its annual financial statement showing (a) the assets and liabilities of the company in form of a balance sheet (b) the revenue and expenditure of the company since date of incorporation or the date of its previous financial statement.
Such Annual Financial Statement must be accompanied by a financial report of the auditor of the company and approved by the Directors of the Company and such approval must be evidenced by the signature of at least 2 directors. A person in respect of a non-profit company who fails to transmit to the Registrar any financial statement as required is guilty of an offence and is liable to a fine of $5,000 or imprisonment for 6 months or both or to a further fine of $500 for every day or part thereof that the offence continues after a conviction is first obtained.
A non-profit company must also file, no later than the 1st day of April in each year after its incorporation, Annual Returns. In default, the Registrar may strike off that company of the Register. An Annual Return is a document which contains details of the company’s directors, secretaries, and registered office address.
These requirements are also necessary when requesting a Certificate of Good Standing. A certificate of good standing is a document that says your company is legally registered with CAIPO and under the Laws of Grenada. The document is proof that you are authorised to do business and that you have followed all the requirements in law, like submitting required documents and paying fees.
Where the Registrar has reasonable cause to believe that a non-profit organisation is not carrying on business or in operation, a letter to the effect will be sent by post to the organisation, inquiring whether that Company carrying on business or in operation. If no answer is received within one month of sending the letter, 14 days after the expiration of the month, another letter will be issued stating that no answer has been received. If no answer is received to the second letter within one month thereof, a notice will be published in the Gazette with a view to striking the name of the company off the register.
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