Secretary/Assistant Secretary

The Company Secretary is an officer with a wide range of responsibilities, such as carrying into effect the decisions of the directors, advising them of their legal obligations, ensuring that the company is in compliance with relevant legislation, including its obligations to file documents with the Companies Registry and other regulatory authorities, and maintaining company records, accounts and minutes of meetings. The Secretary and/or Assistant Secretary is appointed either by the directors or in accordance with the bye-laws of the company, and such appointment must be made within one month after the incorporation of the company.

The Companies Act, Ch. 81:01, stipulates that a company must notify the Registrar of the appointment of a Secretary/Assistant Secretary or the cessation of such appointment, within one (1) month of the occurrence of either event.

How to File a Notice of Secretary/Assistant Secretary

To file a Notice of Secretary/Assistant Secretary you are now required to:

  • Create a Companies Registry Account (CRA) to access the Companies Registry Online System (CROS)
  • Log into your CRA using the role of director/secretary
  • Complete and submit the Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant and pay the fee
  • Deliver the signed Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant to the Registrar

Filing a notice of secretary/assistant secretary

To file a notice of secretary/assistant secretary complete the following steps:

Step 1 – Create a CRA

The new secretary(ies)/assistant secretary(ies) must have a CRA. To create the CRA they will need to:

  • Apply for an individual account
  • Enter personal details, contact, and address
  • Upload a copy of their birth certificate, two forms of photo identification (ID) and a headshot with one of the submitted IDs held beside their face.

For assistance with creating a CRA, you may email the CROS Help Desk at croshelpdesk@gov.tt

Step 2 – Consent

The new secretary(ies)/assistant secretary(ies) must have a CRA. To create the CRA they will need to:

  • Where the secretary/assistant secretary is a person

    The individual must:

    • Log into their CRA
    • Select “My Account”, click “Approval”, and enter the:
      • Type – Existing
      • Role – Secretary
      • Identifier – Company Identifier
      • Name – Company Name
  • Where the secretary/assistant secretary is a company

    A director/secretary of that company must:

    • Log into their CRA using the role of director/secretary
    • Select “My Company”, click “Approval”, and enter the:
      • Type – Existing
      • Role – Secretary
      • Identifier – Company Identifier
      • Name – Company Name
  • Where the secretary/assistant secretary is a firm/partnership

    A director/secretary of that company must:

    • Log into their CRA using the role of partner
    • Select “My Business”, click “Approval”, and enter the:
      • Type – Existing
      • Role – Secretary
      • Identifier – Company Identifier
      • Name – Company Name

Once the other Secretary/Assistant Secretary (s), at (a),(b) or (c) above, have granted their approval(s), they must provide you with their surname and Account PIN/ company name and Company PIN/ business name and Business PIN respectively, to complete the change of address filing.

Step 3 – Submit the Secretary/Assistant Secretary

To complete the filing of the notice of secretary/assistant secretary, you must electronically submit a Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant. To submit your notice:

  • Log into your CRA using the role of director
  • Select the ‘Post Incorporation’ Service
  • Complete the Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant and pay the fee

Fee: $40.00

How to File a Change of Secretary/Assistant Secretary

Filing a Secretary/Assistant Secretary (Addition of a new Secretary/Assistant Secretary)

To add a new secretary/assistant secretary, you must complete the following steps:

Step 1 – Consent

The Secretary/Assistant Secretary (s) to be appointed must approve their inclusion on the Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant.

  • Where the secretary/assistant secretary is a person

    The individual must:

    • Log into their CRA
    • Select “My Account”, click “Approval”, and enter the:
      • Type – Existing
      • Role – Secretary
      • Identifier – Company Identifier
      • Name – Company Name
  • Where the secretary/assistant secretary is a company

    A director/secretary of that company must:

    • Log into their CRA using the role of director/secretary
    • Select “My Company”, click “Approval”, and enter the:
      • Type – Existing
      • Role – Secretary
      • Identifier – Company Identifier
      • Name – Company Name
  • Where the secretary/assistant secretary is a firm/partnership

    A director/secretary of that company must:

    • Log into their CRA using the role of partner
    • Select “My Business”, click “Approval”, and enter the:
      • Type – Existing
      • Role – Secretary
      • Identifier – Company Identifier
      • Name – Company Name

Once the other Secretary/Assistant Secretary (s), at (a),(b) or (c) above, have granted their approval(s), they must provide you with their surname and Account PIN/ company name and Company PIN/ business name and business PIN respectively, to complete the change of address filing.

Step 2 – Submit the Secretary/Assistant Secretary

To complete the Secretary/Assistant Secretary, you must electronically submit a Notice of Change of Directors. To submit your notice:

  • Log into your CRA using the role of director
  • Select the ‘Post Incorporation’ Service
  • Complete the Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant and pay the fee

Fee: $40.00

Step 3 – Deliver the signed Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant

Once the payment is processed, each director and secretary will receive confirmation, by email, that the notice was successfully received. Your copy of the completed Notice of Change of Secretary/Assistant will be included. To complete the filing:

  • Print and sign two copies of the completed Notice (duplicate originals)
  • Deliver the duplicate originals to the Companies’ Counter to be stamped
  • Receive your registered Notice of Secretary/Assistant or Notice of Change of Secretary/Assistant

Filing a Secretary/Assistant Secretary (Removal of a current Secretary/Assistant Secretary)

To remove a secretary/assistant secretary, you must complete the following steps:

STEP 1 – Updating CRA Details

To update a change in the secretary’s/ assistant secretary’s name, complete the following steps:

  • Login to their CRA
  • Select “My Account”, click “Name”, and:
    • enter the new name details
    • upload the document evidencing the change
    • upload at least one (1) form of identification bearing the new name
  • Await confirmation, by email, from the Registry that the change was successfully made.

STEP 2 – File the change of secretary/assistant

To complete the secretary’s/ assistant secretary’s name change, you must electronically submit a Notice of Change of Secretary/Assistant Secretary. To submit your notice:

  • Log into your CRA using the role of director/secretary
  • Select the ‘Post Incorporation’ Service
  • Complete the Notice of Change of Secretary/Assistant and pay the fee

Fee: $40.00

STEP 3 – Deliver the signed notice of change of secretary/assistant secretary

Once the payment is processed, each director and secretary will receive confirmation, by email, that the notice was successfully received. Your copy of the completed Notice of Change of Secretary/Assistant Secretary will be included. To complete the filing:

  • Print and sign two copies of the completed Notice (duplicate originals)
  • Deliver the duplicate originals to the Companies’ Counter to be stamped
  • Receive your registered Notice of Change of Secretary/Assistant

Penalty for Late Filings

Where a person or a company fails to deliver a Notice of Secretary/Assistant Secretary(ies) or Filing a Notice of Change of Secretary/Assistant Secretary(ies) within the stipulated time, the Registrar of Companies is entitled to collect from the person or company a penalty of three hundred TT dollars ($300.00) for every month, or part thereof, that the notice is “late” in being filed (section 516 of the Companies Act, as amended by section 16(e) of the Finance Act No. 2 of 2013).