Do you have a question on what a business or company is, how to do your name search, register your business, incorporate your company. Find the answers below.
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Where a proposed name for a business or company is one which is prohibited by law an application for a name search/name reservation for that proposed name will not be approved.
Names that:
A proposed name is comprised entirely of general words where only descriptive words, e.g. those which only describe what the business does or sells, and no distinctive word, e.g. a surname, name of a place or phrase, are used in the name.
Where:
A new application for a different name must be submitted, when an application is not approved.
Providing an explanation of how or why the proposed name was chosen, in the following cases, will avoid delays caused by queries on the application.
A business is a trade or lawful activity or profession, carried on for gain or profit by an individual or by two or more persons, (whether natural persons or legal persons, i.e., companies or corporations or a combination of the two). The owner(s) of the business is/are personally responsible with respect to the carrying on of same; so that, for example, anyone claiming monetary loss or damage arising from the operation of the business must take legal action against the owner(s). However, as a business has no legal identity or capacity of its own, it cannot sue or be sued, nor can it enter into contracts, purchase property, etc.
A business name is the name or style under which any business is carried on, whether in partnership or otherwise. It is the business name which is required to be registered by law, not the business.
A business name distinguishes the business to which it is attached from other businesses, particularly those which are engaged in the same activities. It should enable customers who wish to transact business with, for example, “Precision Locksmith Services”, to be assured that they are doing so, and with no other enterprise involved in the same industry. Moreover, a business which provides competent and efficient delivery of service shall usually gain goodwill and a positive reputation, with which its business name shall be associated. This shall naturally lead to an expanding customer base.
It is, therefore, in the interest of the owner(s) of a business to register the business name to establish their priority and rights with respect to that business name; unscrupulous persons may seek to capitalize financially on the goodwill and positive reputation of the business by carrying on trade under its business name. and thereby misleadingly suggest that they are in some way connected to the business. The business may also suffer damage to its reputation if impostors offer sub-standard goods or services to customers. Registration promotes order and certainty in the marketplace, protects customers and facilitates legal action(whether criminal or civil) against persons involved in fraudulent and dishonest activities surrounding a business name.
Above all, owners/proprietors are required to provide evidence of registration of their business names in order to open bank accounts, bid for contracts or tenders, register for VAT collection and as employers under the National Insurance Board, to name but a few common scenarios.
The Registration of Business Names Act, Chapter 82:85(“the Act”).
A business name must be registered within fourteen (14) days of the commencement of operations by the business (Section 7 of the Act).
Individual – where the business is owned by a natural person(i.e., a human being). The person may operate the business by himself, or with or without employees. The owner/ proprietor is personally liable for any debts incurred in the course of operating the business. This type of business is also known as a sole trader.
Firm – where the business is owned and operated by two or more persons, whether natural persons or legal persons (i.e., companies), or a combination of the two. The partners are jointly liable for any debts incurred in the course of running the business. This type of business is also known as a partnership.
The name chosen must not be the same as, or similar to, a name existing in the records of the Companies Registry. The desired business name must also be distinctive, must not cause confusion with any existing name, and must not be prohibited or misleading. A business name must not include the words “Limited”, “Unlimited”, “Incorporated”, or any abbreviations of these terms, at the end of the name, as they wrongly suggest that the business is a corporation.
Also, business names must not end with.”LLC”,or “LLP”; these endings relate to U.S. company and partnership legislation, and there are no equivalent laws in force in Trinidad and Tobago at this time.
The Registrar General (“the Registrar”) has the power to cancel the registration of, or refuse to register, any business name which, in his opinion, is misleading or otherwise undesirable (section 16 of the Act). In addition, the use of words or expressions such as “credit union”, “trade union”, “co-operative” or “co-op”, is prohibited, as this would be misleading. Credit unions, trade unions, etc., are dealt with separate statutes and are not business names.
The Registrar will not approve prospective business names which:
Further, the Registrar, generally shall not approve business names containing words or phrases that are obscene or which suggest activities that are scandalous, obscene or immoral.
Any person 18 years and over can register a business name.
A company or corporation can also register a business name. However this must be in partnership with an individual or with another corporation.
Yes, it is possible for a business is to be known by, and carried on under, more than one business name (section 5(2) of the Act); however, all names must receive the approval of the Registrar prior to registration.
Only if there is a subsequent change in any of the particulars indicated when the business name was registered, e.g., a change of name, a change of address, or of business activity (Section 8 of the Act). There is no obligation to file any post-registration documentation otherwise. However, a notice of change in particulars must be filed with the Registrar, on the prescribed form, within fourteen(14) days after the change has taken place (section 8).
Yes, you must file a Notice of Cessation ( Form 9) of the business with the Registrar (section 15 of the Act). It is in your interest to do so, as the the legal presumption is that the business is being carried on, as long as the business name remains on the Register of Business Names. Thus, the registered owner(s) would have to prove to the Board of Inland Revenue, for example, that the business is no longer in operation.
Please click here to learn more.
Steps to change from Sole Trader to Limited Liability Company are outlined below:
An amalgamation is a process by which two or more companies, including holding and subsidiary companies, may merge and continue as one company.
Annual Return is a document that registered companies are required by law to send to the Companies Registry. It includes information concerning the type of company, the registered office, directors, secretaries, shareholders, type of shares and certain company debts. The information on the return must show the up -to - date status of the company as of the anniversary date of the incorporation, or continuance, or amalgamation or registration as in the case of an External company. Any changes prior to the anniversary date of filing should be filed prior to the Annual Return on the prescribed form as required by the Companies Act, ('the Act'). Note: This document should not be confused with Income Tax normally filed with the Board of Inland Revenue department.
Company articles or articles refer to one of the constitutional documents of a company which set out the basic management and administrative structure of the company.
However, there are various types of articles, for example:
A legal document that govern the company’s activities and regulations. The articles set out the following clauses with respect to:
The by-laws of a company set out the rules, which are adopted by the directors and members to govern the internal operations of a company. This may include the procedures for:
A charge is created as a security when the company applies for a loan
Includes any statute, letters patent, memorandum of association, articles of association, certificate of incorporation, certificate of continuance, Bye-laws, Regulations or other instrument by which a body corporate is incorporated or continued or that governs or regulates the affairs of a body corporate.
A director is an individual who is responsible for supervising the management of the company’s affairs and makes important decisions on behalf of the company.
The Companies Ordinance, repealed by the Companies Act Chap 88:01.
A company incorporated or registered under the former Act or any Act replaced by the Companies Act Ch 88:01.
The act of establishing a company by filing the required documents.
The mailing address is an address which is different from the registered office, where unofficial correspondence can be sent. This address may be a post office box or post office bag.
A resolution passed by a majority of the votes cast by the shareholders who voted in respect of that resolution.
A company any of whose issued shares or debentures are or were part of a distribution to the public within the meaning of section 6 but does not include a former-Act company which was not a public company under the former Act at the commencement date.
The right of a shareholder in a company to have the first opportunity to purchase newly issued shares, before the shares have first been offered to the shareholders holding shares of that class. The shareholders have the right to purchase the shares in proportion to their holdings of shares of that class, at such price and on such terms as those are to be offered to others.
The registered office address is the legal (or official) address of a company and must be a full (or complete) address within Trinidad and Tobago, e.g., 304 Frederick Street, Port of Spain. A registered office address cannot be a post office box or post office bag. The registered office address is the legally recognized address to which official correspondence must be sent, and service of legal process (e.g., pre-action protocol letters or statements of claim) is effected.
The meaning of the term "resolution" depends on the context. It can mean:
An officer of the company who’s normally maintains the statutory registers and ensures that statutory forms are filed
A company limited by shares must have a share capital divided into shares. Each share must have a nominal value (sometimes called "par value"). A share refers to one of the equal parts into which a company's capital is divided, entitling the holder (shareholder) to a proportion of the profits.
A shareholder is a person holding shares in a company. This person is considered to be the owner of the company. Shareholders must conduct or approve many corporate activities such as electing directors therefore an active corporation must have at least one shareholder.
A resolution proposed at a company meeting with the intention to propose the resolution as a special resolution with given notice of no less than twenty-one days and which is-
A written statement that is declared to be true in the presence of a qualified official who has the authority to administer an oath or solemn declaration (e.g., a commissioner for oaths, notary public, lawyer, etc.).
A written agreement among all of the members of a company that restricts in whole or in part the powers of the directors to manage the activities and affairs of the company.
A Company is an association incorporated by one or more persons to carry on business or other useful activities in its name. Most companies incorporated in Trinidad and Tobago are formed under the Companies Act (1995), Chapter 81:01.
Firstly, a company has a separate legal identity, from the persons forming it and, subject to law, it may carry on all activities which a natural (human) person of 18 years and above can pursue. Further, if a court judgment is entered against a company, the personal property of its members is not usually subject to seizure and sale for the recovery of the judgment debt.
Secondly, most companies are of limited liability; this means that the financial responsibility of members/shareholders of the company is restricted to the amounts payable on the shares they hold in the company or the amounts they guarantee to pay. A small number of companies are of unlimited liability.
It is an association formed to conduct business in the name of the association for profit or gain.
Limited by Shares – in this case, the liability of members (shareholders) of the company in a winding up of the company is limited to the amount payable on the shares issued to them, and no more.
Limited by Guarantee – where members of the company guarantee to pay a nominal amount in the event of a winding up of the company.
Unlimited liability – where the liability of members of a company is not limited to any specific sum.
One person (an incorporator) may incorporate a company (section 8(1) of the Companies Act). An incorporator is a person who signs the articles of incorporation of a company (section 4 of the Companies Act).
An incorporator:
Such persons are obliged to ensure that there is compliance with the provisions of the Companies Act which govern the incorporation of companies. In addition, after incorporation, certain documents, e.g., Annual Returns are required to be filed within the deadlines imposed by the Act. Also, changes in the particulars of the company (e.g., changes in directors, secretary, etc.) must be notified in conformity with the timelines imposed by the Act.
The responsibilities and liabilities of company directors, under the Act, are quite strict. It is, therefore, strongly recommended that you seek appropriate legal and other relevant advice, where necessary. You should also note that you may be subject to obligations imposed by other pieces of legislation, e.g., the Corporation Tax Act and the National Insurance Act.
Pursuant to section 493 of the Companies Act, the Registrar of Companies cannot approve and reserve a prospective company name that is:- for example, the same as, or similar to, the name of a previously incorporated company or registered business name, or registered trademark (or famous trade-mark), a geographic name used alone. a name which suggests or implies a connection with, or sponsorship or endorsement by, the State, Government, a Government Ministry, Department unless written consent from the appropriate Minister of Government is obtained.
The name must be distinctive, must not cause confusion with any existing name and must not be prohibited or misleading. The name must end with the words “Limited” or “Unlimited” or their abbreviations “Ltd.” or “Unltd.”. (Section 14(1) of the Companies Act). In addition, please note that the words mentioned hereunder must be justified and/or consent from the appropriate person or organization obtained, before they can be used as part of a company name:
Generally, names which suggest or imply a connection with individuals (including famous individuals) or institutions or companies will not be approved unless the appropriate written consents and/or justifications are produced to the Registrar of Companies.
Names containing words such as “Credit Union”, “Co-operative”, “Co-op”, or “Trade Union” are prohibited for the purpose of registering/incorporating a Credit Union, Co-operative Society, or a Trade Union.
Names containing words or phrases which are obscene or suggest activities which are scandalous, obscene, or immoral shall generally be refused by the Registrar of Companies.
Company searches can be done on any Business/Incorporated Company registered with the Registrar General’s Department and can be done by anyone (person).
A Company has a separate legal identity from its formers and members, and is often referred to as a legal person, as opposed to a natural person (a human being). This “legal personality” has been found, over the last several hundred years, to be an advantageous method of pursuing business and other useful activities all over the world.
Of course, a Company has no brain or limbs, and so on, as human beings do. So, it exercises its powers and carries on its activities through human management, that is, through its Officers. Such persons are, primarily, its Directors and Secretaries.
A Director is an individual who manages the affairs of a Company.
A Non- Public (private) Company for profit must have at least two (2) Directors, but a Public Company must have no fewer than three (3) Directors(section 64(1 of the Companies Act, 'the Act'). There is no fixed maximum as to the number of Directors that a Private Company must have at any given time. Nevertheless, the number of Directors that a Company decides to have must be indicated in its Articles of Incorporation by either specifying an exact number, or a variable number (i.e., a minimum and a maximum), of Directors(section (9)(1)(e) of the Act).
Only natural pPersons (i.e., individuals) or Bodies Corporate (i.e., Companies) are eligible to be directors of a company (section 64(2) of the Act). Not all natural persons, though, may become Directors. In fact, there are certain persons who are prohibited from becoming Directors, namely:
At the time of delivering articles of incorporation of the Company to the Registrar of Companies, the incorporator must also submit a completed Notice of Directors (Form 8), indicating the names of the directors (section 71(1) of the Act).
A Company must notify the Registrar of Companies, within one month after a person is appointed as, or ceases to be, a Director by submitting a completed Notice of Change of Directors Form No.8, indicating the change(sections 79(1), 178(4)(a) of the Act).
Note: Where a Director resigns, the resigning Director cannot sign the Notice of Change of Directors form. However, if the resigning Director is also an authorized officer of the same Company, he can sign the form in that capacity.
Filing Fees: Forty (40) TT dollars.
Yes, you are required to appropriately complete Form 8 i.e., whether for first Directors or Change of Directors.
Where a person or Company fails to deliver the Notice of Change of Directors form within the stipulated time, the Registrar of Companies is entitled to collect from that person or Company a penalty of three hundred (300) TT dollars for every month, or part thereof, that the Notice remains outstanding (section 516 of the Act, as amended by the Finance Act No. 2 of 2013).
The Secretary (also called a Company Secretary) is an officer of the Company, who is responsible for implementing the decisions and directives of the Directors. The Secretary also maintains the corporate records of the Company, arranges its meetings and is also responsible for ensuring that the Company is in compliance with statutory requirements, e.g., the filing of documents with the Registrar of Companies.
Yes, every Company must have at least one Secretary. It may also have one or more Assistant Secretaries, if it so desires. (section61 (1) of the Act).
Any individual, Body Corporate or Firm can be a Secretary of a Company. However, the Secretary or Assistant Secretary of a Public Company must be a person who:
The Secretary of a Private Company needs no formal qualifications.
The Secretary and/or Assistant Secretary is/are appointed by the Directors of the Company, or in accordance with its bye laws (section 61(2) of the Act).
The Company should appoint a Secretary and/ or Assistant Secretary(ies) as promptly as possible after incorporation, as it is an offence for a Company to carry on business for more than one(1) month without making such an appointment(section 61(2) of the Act).
Yes, the Company must notify the Registrar of the appointment of a Secretary or Assistant Secretary.
The Company is required to notify the Registrar of the appointment of a Secretary or Assistant Secretary within one (1) month after a person becomes the Secretary or Assistant Secretary by submitting to the Registrar a completed Notice of Secretary Form 27(section 178(4)(b) of the Act).
Yes, the Company must submit to the Registrar of Companies a Notice of Change of Secretary Form 27 within one(1) month of a person being appointed, or ceasing to act, as Secretary or Assistant Secretary(section 178(4)(c) of the Act).
The Notice of Secretary or the Notice of Change of Secretary must be signed by a Director or an Authorized Officer. Note: Where a Secretary or Assistant Secretary resigns, the resigning Secretary or Assistant Secretary cannot sign the Notice of Change of Secretary form. However, if the resigning Secretary/Assistant Secretary is also an authorized officer of the Company, he or she may sign the Notice in that capacity.
Yes, Form 27 is used to notify the appointment of the first Secretary after incorporation and any subsequent changes of Secretary, as appropriate.
Filing fees: Forty(40) TT dollars.
Where a person or Company fails to deliver to or file with the Registrar of Companies the Notice of Secretary or Notice of Change of Secretary within the stipulated time, that person or Company is liable to a penalty of three hundred (300) TT dollars for every month, or part thereof, that the document remains undelivered or unfiled (section 516 of the Companies Act (as amended by section 16(e) of the Finance Act No. 2 of 2013)). The Registrar of Companies has no discretion under the law to waive penalties.
An Annual Return is a document which Companies registered or incorporated under the Companies Act, ('the Act'), are required to file with the Companies Registry once a year. It contains information concerning the directors, secretaries, registered address, shareholders, members, certain company debts and other critical data pertaining to the company.
There are three types of Annual Returns, those:
Annual Returns are not to be confused with Income Tax and Corporation Tax Returns, which are filed with the Board of Inland Revenue.
A company/external company must file an Annual Return not later than thirty (30) days after the anniversary date of its incorporation or registration under the Companies Act.
For example, “30th December” is the anniversary date of incorporation of a company incorporated on 30th December,2016,and that company is required to file an Annual Return, in conformity with the above-mentioned time period, for each succeeding year, for as long as it is in existence.
A director or an authorised officer of the company must sign an Annual Return, and, in the case of an external company, either a director or an authorised officer of the external company or an attorney of the said company, appointed pursuant to section 323(1) of the Companies Act.
The company must complete and file in duplicate, a Form 28 (for profit company), a Form 29 (non-profit company) or Form 23 (external company), as applicable.
Filing Fees: $40.00
A responsible person or a company failing to file an Annual Return within the stipulated time is liable to a penalty of three hundred(300) dollars for every month, or part thereof that the Return remains outstanding (Section 516(as amended)).
To file annual returns please see here.
If there are Shareholders in a Company, Form 45 must be filed.
For detailed guidelines on Form 45, please follow this link
An amalgamation is a process by which two or more companies, including holding and subsidiary companies, may merge and continue as one company.
Yes, under the Companies Act, there are the following types:
The following documents, together with the relevant fees, must be filed with the Registrar:
Where the amalgamation is being effected under section 222 of the Act, the Articles must be accompanied by a copy of the amalgamation agreement and a copy of the required special resolution of the shareholders of each amalgamating company.
Where the amalgamation is effected under section 223 or 224 of the Act, the Articles must be accompanied by a copy of the required directors’ resolution of each amalgamating company.
the foregoing is intended to provide an overview only of the nature and process of amalgamation. It is strongly recommended that you seek legal and other relevant advice from a professional when considering, or undertaking, amalgamation. Registrar General Personnel cannot provide legal advice.
It is an association formed to conduct business in the name of the association for the attainment of some useful object without gain to its members; all moneys, revenues remaining after expenses must be used in the furtherance of the objects of the association. Further, a non-profit company is one without share capital (section 4 of the Companies Act, 'the Act').
Limited by Guarantee – where members of the company guarantee to pay a nominal amount in the event of a winding up of the company
Not limited by Guarantee – where the members of the company do not guarantee to pay a nominal amount, and in the event of a winding up of the company, each member will be
A minimum of three persons must incorporate a non- profit company by signing the articles of incorporation as first directors; (a non-profit company must have no fewer than three directors (section 310(1) of the Act)).
These persons:-
First, the articles of incorporation of a non-profit company must receive the prior approval of the Registrar of Companies (Section 308(1) of the Act). A draft of such articles must first be submitted to the Registrar.
In order to qualify for such approval, a non-profit company must restrict its business to one that is, for example, of a religious, patriotic, philanthropic, charitable, educational, scientific literary, historical, artistic, social, professional, fraternal, sporting or athletic nature, or some other useful object or activity (section 308(2) of the Act).
Pursuant to section 493 of the Act, the Registrar of Companies cannot approve and reserve a prospective company name that is:-
for example, the same as, or similar to, the name of a previously incorporated company or registered business name, or registered trademark (or famous trade-mark); a geographic name used alone; a name which suggests or implies a connection with, or sponsorship or endorsement by, the State, Government, a Government Ministry, Department unless written consent from the appropriate Minister of Government is obtained, and The name must be distinctive, must not cause confusion with any existing name and must not be prohibited or misleading.
In addition, please note that the words mentioned hereunder must be justified and/or consent from the appropriate person or organization obtained, before they can be used as part of a company name:
Generally, names which suggest or imply a connection with individuals (including famous individuals) or institutions or companies will not be approved unless the appropriate written consents and/or justifications are produced to the Registrar of Companies.
Names containing words such as “Credit Union”, “Co-operative”, “Co-op”, or “Trade Union” are prohibited for the purpose of registering/incorporating a Credit Union, Co-operative Society, or a Trade Union.
Names containing words or phrases which are obscene or which suggest activities which are scandalous, obscene, or immoral shall generally be refused by the Registrar of Companies.
External Companies are companies which are incorporated under the laws of a country other than Trinidad and Tobago (section 4 of the Companies Act).
Only if it establishes a place of business within Trinidad and Tobago, or if it establishes or uses a share transfer or share registration office in Trinidad and Tobago (section 317 of the Act).
An external company establishing a place of business must register within fourteen (14) days from the date of such establishment (section 318 of the Act).
To Register a Company, these are the following steps:
Step 1: ApplicationOnce approved, the Applicant will receive an e-mail detailing the fee that must be paid and other relevant guidelines needed for obtaining the printed Certificate.
Please follow these guidelines carefully.
The applicable payment can be made either in cash at the Registrar General’s Department or using a subscription account, if the applicant has one. A subscription account can also be created via this process. If a subscription account is being used, the deduction will be an automatic one once the relevant information for the deduction has been entered on the electronic application form in the relevant field.
The payment options for the name approval/ reservation and Incorporation of a Company are as follows:
Please use the following link
An account can be created by following the steps below. Your account operates as a debit account. Each time you use the service to access the electronic databases your account will be debited for the prescribed fees.
An External Company is an incorporated body (or body corporate) which is formed under the laws of a country other than Trinidad and Tobago.
An External Company must register with the Registrar of Companies within fourteen (14) days of establishing a place of business in Trinidad and Tobago; it is not required to be registered otherwise.
Please see here
Yes, after registration an External Company must file with the Registrar of Companies an Annual Return Form 23. When must an External Company file its Annual Return? An External Company must file its Annual Return with the Registrar of Companies not later than thirty days after the anniversary date of its registration.
Yes, an External Company is obliged to notify the Registrar when:
The Company must lodge with the Registrar of Companies duly certified copies of the instruments by which the change has been made certified in accordance with section 318(2)(a) of the Companies Act.
The Company must notify the Registrar of Companies of changes among its directors on the Return (Form 38), accompanied by the prescribed fees.
The Registrar of Companies must be notified of the relevant change within 30 days of its occurrence.
The External Company shall file with the Registrar of Companies a notice to that effect.
The foregoing is intended to provide an overview only of the nature of External Companies and the process of registering them. It is strongly recommended that you retain the services of an attorney-at-law or other relevant professional when registering an External Company. Registrar General personnel cannot provide legal advice.
The Non-Profit Organisations Act, 2019 (“NPO Act”), which came into operation on 14th June 2019, governs the registration and supervision of non-profit organisations (“NPO’s”) in Trinidad and Tobago.
The NPO Act section 3 gives the following definition of an NPO:
“A body of persons, whether incorporated or unincorporated, which-
The NPO Act section 5 states that no person is permitted to operate an NPO in Trinidad and Tobago unless the NPO is registered under that Act.
Please see here
A society registered under the Friendly Societies Act, Ch. 32:50, is exempt (section 5(5) of the NPO Act).
The NPO Act states that an NPO incorporated under the Companies Act, Ch. 81:01, is deemed to be registered as an NPO under the NPO Act and therefore is not required to apply to be registered.
Yes, a non-profit company incorporated under the Companies Act, Ch. 81:01 must submit:
In the case of an unincorporated body of persons or a non-profit company incorporated by an Act of Parliament, which falls within the definition of an NPO, the controller must apply to the Registrar General to be registered as a non-profit organisation by submitting the following:
The NPO Act gives the following definition of “controller” at section 3:
“a person who has the control or management of an NPO and includes –
An NPO, other than a non-profit company, which was in operation immediately before the date of commencement of the NPO Act, may continue to carry out its activities and, has eighteen months from the date of commencement of the Act to apply to be registered as an NPO.
Where the NPO is exempt from corporation tax under section 6(1) of the Corporation Tax Act, Ch. 75:02, the NPO must provide the Registrar General with a copy of the letter of approval of the exemption granted by the Minister responsible for finance.
The Registrar General shall:
The Certificate of Non-Profit Organisation Registration is valid for five (5) years.
To renew an NPO registration, complete the renewal form no later than one (1) month after the expiration date then proceed to pay the fixed fee.
The Registrar General may refuse to register or renew an NPO if:
The controller of the NPO must notify the Registrar General, in the prescribed form, of the change in the particulars within thirty days of the change.
Only an NPO with a gross annual income exceeding ten million dollars must, annually, have its financial accounts and records audited and reported on, in accordance with IFRS, by a qualified auditor.
A person who has paid the prescribed fee may examine, make copies of or extract from the register during normal business hours.
The register shall include the following information with respect to an NPO:
The offences provisions under the NPO Act are not yet in operation.
The Registrar General may cancel the registration of an NPO if:
The definition of “newspaper” in the Newspapers Act, ('the Act'), is a very wide one and includes just about every type of publication “published for sale, distribution or other purpose in parts or numbers at intervals not exceeding one hundred days” (section 2 of the Act). However, for example, the Trinidad and Tobago Gazette, documents printed by the Government Printer or published by Government authority and programmes, notices or printed matter comprised solely or principally of genuine advertisements are all excluded from the definition of “newspaper”.
All persons (inclusive of corporate persons or companies), who print and /or publish a newspaper as defined by the Act. As stated above, the definition is quite wide so that most publishers will be required by law to register.
The Act requires the execution of a bond in favor of the State in the sum of one thousand dollars ($1,000.00) in a case where a newspaper is published at intervals not exceeding twenty-six days (Section 6 of the Act). The bond is executed by the proprietor, printer and publisher of the newspaper and is required for the purpose of securing penalties incurred in respect of proceedings initiated for blasphemous or seditious or other types of libel, and damages and costs in respect of successful libel actions brought in the courts.
A statutory declaration is required to be filed with the Registrar General before a newspaper may be printed or published (section 3 of the Act).
“The statutory declaration shall be made and signed by every person named therein as proprietor or printer, or publisher of the newspaper to which it relates and shall set out:-
A company which is the proprietor, printer or publisher of a newspaper must prepare its statutory declaration and bond(where applicable) in conformity with the provisions of section 11 of the Act.
A letter issued by the Registrar, indicating approval of the name selected for the newspaper, the statutory declaration mentioned above, and the bond required by section 6 of the Act(if applicable). Please see here
No.There is no certificate provided for by the Act. However, a letter of confirmation of registration is issued by the Registrar upon written request. Please note that the Registrar shall query your application if there are there are irregularities in the registration documents and that, until the queries are settled, no letter of confirmation of registration will be issued.
Yes, you are required to print at “the foot of the last page of every newspaper and of every supplement issued therewith…the first name and surname, occupation and place of abode of its proprietor, printer and publisher and in the case of a company its corporate name and also a true description of the house or building wherein it is actually printed and published, respectively, and at some place in the newspaper the day of the week, month and year on which it is published”(section 13(1) of the Act).
Yes. You must submit to the Registrar “within six days after each publication of the newspaper one copy of that newspaper free of cost, with the name and place of abode of the printer or publisher thereof signed and written thereon by his proper hand and in his accustomed manner of signing, or by some person appointed and authorised by him for that purpose, of whose appointment and authority notice in writing signed by the printer or publisher has been delivered at the office of the Registrar General”(section 14(1) of the Act).
You are also required to file a new statutory declaration whenever any the particulars in the existing one change (section 5), and a new bond whenever the existing one becomes void (section 10 of the Act); sections 8 and 9 of the Act deal with the circumstances under which a bond may become void.
Finally, the proprietor and publisher of a newspaper are required to file “in the month of January in every year’ a return (an Annual Return) containing the following information:
Yes. It is strongly recommended that you seek appropriate professional advice should you consider it to be necessary, particularly where you are required to prepare a bond. There are penalties prescribed by the Act for various infractions, e.g., for printing, publishing, selling or distributing a newspaper in violation of the provisions of the Act (section 12), failure to deliver signed copies of the newspaper in the manner directed by the Act(section 14(2), and making false or defective statutory declarations(section 18).
The Newspapers Act was enacted in 1935, well before the advent of online newspapers; you should seek legal advice as to whether or not an online newspaper falls within the definition of “newspaper” under section 2 of the Act.
The Registrar General cannot provide legal advice with respect to the registration (and related matters) of your newspaper.
To access CROS the first step is to register for a Companies Registry Account (CRA).
Any director, manager, officer or trustee of the company, with an individual CRA, may apply.
The person in the office of Corporation Sole must apply, after obtaining an individual CRA.
A director or the secretary of the company, with an individual CRA, must login to CROS and follow the prompts.
A partner of a firm/partnership, with an individual CRA, must login to CROS and follow the prompts.
No, there is no need for an unincorporated Non-Profit Organisation to obtain a CRA.
All information in CROS verified to be that of a particular individual, company or non-profit organisation are linked to a unique identifier which, when used in relation to any transaction being conducted in CROS, will identify that particular individual, company or non-profit organisation as the party to the transaction.
No, the Account PIN is a new and unique number generated in CROS, to be used only for accessing services in CROS.
No, an Account PIN should not be shared with anyone.
No, only the Individual CRA can be accessed and used to conduct transactions
Yes, a document which evidences the incorporation of the entity must be uploaded to the application, e.g. the Act of Parliament by which the company was incorporated.
Yes, a document evidencing the appointment of each director/manager/officer/trustee of the entity must be uploaded to the application, e.g. a letter from the entity.
Yes, a document evidencing the appointment must be uploaded to the application.
This information is required for identifying the individual’s birth record in the Register of Births.
Where an individual, Company Incorporated by Act of Parliament or Corporation Sole holds any of the following roles, in a company incorporated under the Companies Act, Ch. 81:01 or a business registered under the Registration of Business Names Act Ch. 82:85, that association must be indicated:
Where an individual, Company Incorporated under the Companies Act, Ch. 81:01, External Company, Company Incorporated by Act of Parliament or Corporation Sole intends to hold any of the following roles, in a company incorporated under the Companies Act, Ch. 81:01 or a business registered under the Registration of Business Names Act Ch. 82:85, that association must be indicated:
When an individual, company incorporated by Act of Parliament or Corporation Sole provides the Company or Business Identifier of the company or business they are associated with, and this information is verified by the Companies Registry, an association is established.
Where an individual, Company Incorporated under the Companies Act, Ch. 81:01, External Company, Company Incorporated by Act of Parliament or Corporation Sole provides the name reservation reference number they are associated with an association is established.
At the time of applying for the Individual CRA and Company Incorporated by Act of Parliament\Corporation Sole CRA. After obtaining a CRA.
To enable the Account PIN of the particular individual, Company Incorporated by Act of Parliament or Corporation Sole to be added to the record of the respective company or business.
To enable an individual to use their Account PIN to transact business in CROS on behalf of the respective company or business.
Where the individual, Company Incorporated by Act of Parliament or Corporation Sole, seeking to establish an association, does not appear on the record maintained by the Companies Registry for the respective company or business, the association cannot be established.
By adding the surname/company name and Account PIN of the person to the electronic form.
The individual’s first initial and surname, e.g. the signature for John Doe will appear as “J. Doe”.
