Companies Office sends company director to prison

An unnamed businessman has been jailed for failing to file his annual returns.

"On October 27, the COJ scored a major point, as for the first time in its history, we secured from the Supreme Court of Jamaica, an order directing that a director be imprisoned for a period of seven days unless he files his outstanding annual returns," said Heather Mae Sutherland, the compliance manager/attorney-at-law at the Companies Office of Jamaica (COJ).

Sutherland said the company director has been committed to the St Catherine District Prison for contempt of court after failing to comply with a Supreme Courts order to file his returns.

The case date backs to two years ago, she said.

"We got an order in October 2009 directing that this company file its returns and up to the present, the company has failed to file. So, having gone through the process of securing an order, and the company having failed to file, we pursued the matter further to have the directors imprisoned for failure to comply with the order," the compliance manager said.

"As it relates to the order for committal," Sutherland continued, "this is something that is directed to all the directors of the company because within company law, whilst the company can be found guilty for its failure to file, it is the directors who have responsibility for the company and would be pursued," she said.

Explaining the process, Sutherland said companies are considered delinquent when they have more than two annual returns outstanding or any other company documents, such as notifications of change of directors, change of company secretary or change of registered office. The COJ is allowed, by law, to approach the Supreme Court to secure an order to have the outstanding documents filed.

"The first order sought from the court normally allows the directors and company 30 days in which to file these returns," said the COJ official.

"Not filing these returns within 30 days, the order clearly states that you are liable to be imprisoned or have your company and/or directors' assets confiscated."

The COJ is having "a big issue with delinquency", with the records of some 41 per cent of companies on the COJ's roll not up to date.

"The procedure of litigation is an expensive one and as such, it is something that we do not undertake lightly; it is our last resort," said Sutherland.

The COJ's field officers provide companies with assessment notices and follow up with a phone call or visits to encourage filing and compliance.

"They have 14 days to comply with these notices, but usually we do not take action until at least a year after, so persons have adequate time to comply with that first notice," Sutherland said.

For a newly incorporated company, the first annual return is to be filed on the anniversary date of incorporation, she said.

The COJ allows up to 28 days of grace period before it flags the returns as overdue.


- JIS