Registration Process - Limited Liability

So the next most popular type of company is the Limited Liability Company. Now the major difference between a Sole Trader and a Limited Liability is the fact that the owners of a Limited Liability company have limited liability – meaning that they are not held personally responsible for any debts or damages incurred by the business. (The only exception to that rule is if the owners of the Limited Liability Company are guarantors on a company loan taken financed by the Bank.) Essentially there is a distinction between the business and its owners.

Now the process for registering a Limited Liability Company is a little more detailed and requires a bit of running around in Port of Spain.

Step 1 – Obtain All Forms
You can visit http://www.legalaffairs.gov.tt/documentcentre/Forms.html#online to download and print the required forms. Remember, all forms are completed in DUPLICATE.
The following forms are required:
• Application for name search/name reservation (Form No.25)
• Articles of Incorporation (Form 1)
• Declaration of Compliance (Form 31)
• Notice of Address (Form 4)
• Notice of Directors (Form 8)
• Notice of Secretary or Notice of Change of Secretary (Form 27)
•

Step 2 - Application for name search/name reservation
You must choose three potential names for your business to be submitted to the Companies Registrar. The form is filled out in duplicate and vetted by an officer. You will then be directed to the cashier to pay the $25.00 fee and be told when you can return for the document.


Step 3 – Collect your name reservation document
You would need to visit the Companies Registry to collect the document indicating your reserved name. You must present your receipt to collect the document.


Step 4 – Complete Forms 1, 4, 8 and 27.
Remember forms are completed in duplicate. Each form has simple instruction on the back which you can follow and one of the directors can sign as Incorporator (The Incorporator is the person that is completing all the paper work to complete the incorporation of the company)

The Articles of Incorporation (Form 2) - The important points to note in this form are the type of shares (usually Ordinary Shares) and number of shares the company intends to issue.

The Notice of Address (Form 4) – This form lists the address of the premises from which you operate.

The Notice of Directors (Form 8) – This form lists all names, addresses and occupations of the Directors of the company.

The Notice of Secretary (Form 27) – This form lists the names, addresses and occupations of the Company’s Secretary.


Step 5 – Locate a Justice of the Peace of a Commissioner of Affidavits
In both San Fernando and Port of Spain, they can be easily located near the legal courts. Either one can fill out and sign the Declaration of Compliance (Form 31), however there is a cost attached to it which can be from $20 upwards depending on where you go.

Step 6 – Stamp Duty
You must take your Articles of Incorporation to the Stamp Duty Section at Board of Inland Revenue to have the form “stamped” at a cost of $25.00. According to the Ministry of Finance, Stamp Duty is a tax that you must pay when carrying out certain transactions that require legal documents. This can be done at any of the Board of Inland Revenue Stamp Duty departments. You can read more about Stamp Duty at http://www.finance.gov.tt/services.php?mid=38
The Stamp Duty Section is located at:
Inland Revenue Division
Ground Floor
Trinidad House
Edward Street, Port of Spain

Or

South Regional Office
Inland Revenue Division
Cipero Street,
San Fernando


Step 7 - Complete Registration Process
All you Forms must first be vetted by an Officer at the Companies Registry. Once your forms are in correctly completed, you will be directed to the cashier. Fees are as follows:

The Articles of Incorporation - $400
The Notice of Address - $40
The Notice of Directors - $40
The Notice of Secretary - $40
Declaration of Compliance - $40

The cashier will instruct you as to when you can return to collect your documents.

And remember, DO NOT LAMINATE YOUR CERTIFICATE!!!