Under the Companies Act 1995  and its subsequent amendments, a company may be incorporated for the purposes of trade or in furtherance of a particular business activity either as a for-profit entity or a not-for-profit entity. Not-for-profit entities are usually Limited by Guarantee whereas for-profit entities are usually Limited by Shares. A company may be also have unlimited liability. Limited Liability being the condition by which shareholders are legally responsible for the debts of a company only to the extent of the nominal value of their shares. Not-for-profit companies are also required to be registered under the Non-Profit Organizations Act 2019.

 

The steps for registration include reserving the company name via a name search reservation and proceeding to register the business within 21 days. After registration the company and it's directors (a minimum of 2 is required) are responsible for maintaining the books and records of the company and for compliance with legislation enacted and enforce. A company is also required to furnish a corporation tax return annually whether trading or inactive. Key points to note are as follows:

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Companies Tax Obligations

• Required to file a Corporation Tax return annually.

• Liable to pay Green Fund Levy at the rate of 0.3% of gross sales or receipts whether or not such company is exempt from Corporation Tax.

• Liable to pay Business Levy at the rate of 0.6% on gross sales or receipts if income is above $360,000 after three years of commencement of trading (usually interpreted as commencing from the date of incorporation) and subsequently thereafter.

• Liable to pay Corporation Tax at the rate of 30% on the profits after deducting business expenses and allowances.

• Value Added Tax (VAT) registration if income exceeds $500,000 in any successive twelve (12) months.

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Note - A company only pays either Business Levy or Corporation Tax (whichever is higher). Any remittances made in respect of either category is amalgamated and treated as a credit in the final tax computation for the respective income year.

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Registration process

Our company instruction form accessed above may be completed and submitted by clients who intend to engage our services to incorporate the company on their behalf. This form provides references and other guidelines (bare minimum) as required under the Companies Act 1995. In summary the steps/filing requirements for Company Incorporation are as follows and can potentially be done within 3 - 7 business days.

 

1. Name search and reservation (valid for 21 days once approved)

2. Articles of Incorporation and accompanying schedules (Form 1 or Form 2)

3. Application for Non-Profit Registration if applicable (Form 1)

4. AML/CFT/PF Risk Assessment Questionaire (non-profit companies only)

5. Notice of Directors (Form 8)

6. Notice of Address (Form 4)

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After Incorporation

1. Notice of Secretary (due within 30 days after incorporation) (Form 27)

2. By-laws (not filed but required internally)

3. First meeting of shareholders and issuing of share capital, adopting company's official seal or stamp.

4. Filing of Return of Issuance of Transfer of Shares (Form 46) required within 14 days of incorporation)

5. Identifying Beneficial Interest in the Shares of a Company and filing of the relevant the Return of Beneficial Ownership (Forms 40 - 45 as the case may be)

6. Application for a Board of Inland Revenue file and tax account numbers. This may be complex and require a Power of Attorney if the Company has no local directors. Application forms must also be notarized by the foreign directors.

7. Annual Return due within 30 days of the the anniversary date of incorporation (Form 28 or Form 29)

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Other Requirements

1. Board of Directors resolution for opening a bank account

2. Cash flow projections for 3 years and accompanying notes usually certified by a Chartered Accountant

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Cost of Incorporation 

The estimated cost of incorporating a company in Trinidad & Tobago depends on the complexity of the undertaking, i.e. whether specific provisions are required in the articles of incorporation, whether consent etc is required from a regulatory body, such as foreign direct investment requirements and potential land acquisition etc. Filing fees payable to the registry may vary but commences in the sum of $600.

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Company Incorporations are done in Trinidad & Tobago by Accountants, Attorneys-at-law, Trust and Company Services providers and other individuals. A company may also be incorporated by the client themselves, however it is always best to seek expert advice for more complex incorporations. The fee varies by the professional engaged.

 

Potential clients should also be wary of untrained and unregulated service providers who may be ill-informed and lack the knowledge or ability to incorporate the company in accordance with the client's requirements and who may be unable to advise on the operating parameters, complexity and structure. Practitioners offering these services are usually required to be registered with the Financial Intelligence Unit of Trinidad & Tobago.

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We may be contacted at our office on 1-868-665-2607, 1-868-498-4772 or by email at info@rsbcott.com for a free consultation and quotation advisory for company incorporation services.

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Foreign Investor Requirements

Under Section 4 of the Foreign Direct Investment Act Chapter 70:07 a foreign investor must notify the Minister of certain requirements in writing prior to going forward with a company incorporation. These are as follows:

 

• The name, address, nationality and former nationality of the foreign investor. 

• If a company, its place of incorporation, its principal place of business, the names, nationality, former nationality and addresses of its directors and the name of any controlling shareholder. 

•  The identity of any other country in which the foreign investor holds investments. 

• The purpose of the investment. 

• Whether the foreign investor is or is not a resident of Trinidad and Tobago within the meaning of the Exchange Control Act. 

• Full particulars of the consideration for the investment and of the payments and credits made, and the name of the bank through which each such payment or credit was made or given.

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Registered Address

A Company must have a physical presence within Trinidad & Tobago. This address can be the physical location of the Company or the address of a Trust & Company Service Provider. A virtual office and mailing address may also be established in lieu of a physical presence.

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What to consider prior to incorporation?

1. Nature and type of business activity 

2. Type of company (i.e. whether for-profit or not-for-profit)

3. Proposed capital structure (internal share structure and/or external group structure where applicable)

4. Taxation management and maximizing the benefit of tax allowances.

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