Companies must file annual returns...whether or not they are operational -- Supreme Court

A ruling by the Supreme Court has affirmed that the Companies Act makes it is mandatory for all registered firms to file annual returns regardless of whether they have commenced operation.

The ruling by Justice Anne-Marie Nembhard, an acting High Court judge, was handed down last month in a case filed by the Registrar of Companies against Simultech Jamaica Limited.

Simultech was registered in Jamaica in September 2005 with Christopher J Armond listed as its director “to pursue the business of lottery games”, the company acknowledged.

However, the Registrar of Companies indicated, in court documents, that in August 2014 it discovered that Simultech had failed to file annual returns for the years 2006 through 2013.

Simultech, in its defence, indicated that due to the inability to attract investors, the company never commenced business.

The company argued, too, that having not conducted any business in Jamaica, there were no changes to its management structure, the value of its shares or share transactions.

But Justice Nembhard, in her ruling, rejected this argument, saying a careful reading of the Companies Act indicated that the explanation that Simultech has been non-operational “is not one to which it can properly have regard in order to absolve Simultech of its obligation to file its annual returns.”

“The [Companies] Act mandates every company to file annual returns, evidenced by the use of the word ‘shall’ in section 121,” the judge ruled.

Simultech has been given until October 9 to file all outstanding annual returns.

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