650 to be dropped from Companies roll
Published:Sunday | November 7, 2010 | 12:00 AM
The Companies Office of Jamaica (COJ) is about to wipe some 650 companies from its register of businesses, but says their owners have three months from the first warning notice to prove they are still in operation and get their records up to date.
Some of the targets are companies that have failed over many years to file their annual returns.
Noting that it has reasonable cause to believe that the entities - which run the gamut from schools to supermarkets through engineering and manufacturing firms across the island - are no longer in operation, the Companies Office said they would be dissolved unless evidence to the contrary was provided.
Compliance Manager Heather Sutherland said company directors found operating contrary to the law may also be fined at a rate of up to J$500 "for every day upon which that name or title has been used" without the requisite annul returns being filed under Section 383 of the Companies Act.
Under Section 337, the registrar of companies has the authority to strike a company from the register where there is reasonable cause to believe the company is not in operation or carrying on business.
One means of determining this is the non-filing of the yearly annual returns over a period of time which is determined by internal policy, Sutherland said.
Filed no returns
A limited search of Companies Office records by Sunday Business found some of the companies on the target list that have filed no returns since the 1990s, but there were also three operations - two aligned to large businesses headquartered in Kingston - whose returns appeared up to date, having been filed in May and August of this year.
Still, the company itself may also apply for removal if it has no assets or liabilities.
In such cases, the company is required to supply a letter signed by a majority of the directors requesting removal; provide an auditors' certificate certifying that it has no assets or liabilities; pay removal fees, inclusive of advertising; and file all outstanding documents as required by the COJ.
As of September 2010, there were 63,374 companies on the register.
Sutherland said the list tapped for dissolution this year initially numbered 1,200, but that that target would be exceeded.
The Companies Office said the process of removal begins with a letter sent by post to the registered office enquiring whether the company is carrying on business or is in operation. If there is no response in the affirmative, the registrar, within six weeks of sending the first letter, sends a second by registered post.
If there is no response to the second letter, the registrar publishes the names in the official gazette and in a daily newspaper, giving notice of the intention to remove the company within three months.
After the notice period, another notice is placed in the Jamaica Gazette of the company's removal from the register of active companies. On publication, the company is considered removed or dissolved.
Restoration
According to Sutherland, the company has up to 20 years after the date of removal to apply for restoration.
A company which has been removed cannot continue to operate as it is no longer considered a legal entity.
Failure to notify the registrar that the company has ceased operation does not translate into automatic removal by the registrar, nor does notification to the tax department substitute for notification to the Companies Office, according to Sutherland, who said the process for each was different.
If found delinquent on its paperwork, the company and its appointed officers may be sued by the Companies Office.