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Incorporation of Companies

Incorporation of Companies

Governing Act: Companies Act and Regulations, Cap. 13.01

CHOOSING A NAME

  • The words "Incorporated", "Limited" and "Corporation" or their abbreviations "Inc", "Ltd". or "Corp" must form part of the company name (section 10).
  • Non-profit company names must contain the words "Incorporated" or "Corporation" or their abbreviations "Inc" or "Corp" (section 331). The word "Limited"  or its abbreviation "Ltd" is not permissible.
  • Do not try to copy or resemble a name of another company. Your name will be rejected if there is conflict with another registered company.
  • Avoid using only general or other characteristic of the goods or services in which the company deals or intends to deal, for example, "Real Estate Services" or "Accounting Services".
  • Using initials on their own as a business name is not advisable. It restricts others from using the same initials with other words.
  • The use of scandalous or offensive terms is restricted by law.
  • Avoid excessive special characters such as @, # and $.
  • The use of the word "Saint Lucia"/ "St. Lucia" requires the consent of the Government of Saint Lucia. A letter from the relevant government minister must be submitted with the business name search form (section 524).
  • The name must not suggest or imply a connection with a political party or a leader of a political party.
  • The name must not suggest or imply a connection of a university or a professional association recognized by the laws of Saint Lucia unless the university or professional association concerned consents in writing to the use of the proposed name.
  • Names that consist wholly or primarily of a geographical location are prohibited, for example, "Rodney Bay Services".

Incorporation of Companies

Documents required for the Incorporation of Companies (profit):

  • Request for Name Search and Name Reservation (Form 26)
  • Articles of Incorporation (Form 1)
  • Notice of Directors (Form 9)
  • Consent to act as Director (Form 9A)
  • Notice of Address (Form 4)
  • Statutory Declaration by Attorney-at-Law pursuant to section 4(2), (3) of the Companies Act.

Procedure for Incorporation of Companies (profit):

  • Proposed name must first be approved by the Registrar
  • On approval the Articles of Incorporation, Notice of Directors, Notice of Address and Statutory Declaration must be submitted to the Registrar, along with the Approved Request for Name Search form. A $2.50 stamp is required for the declaration.
  • Prescribed Fee of $850.00 is to be paid to the Registrar.

Documents required for the Incorporation of Companies (non-profit):

  • Request for Name Search and Name Reservation (Form 26)
  • Articles of Incorporation (Form 2)
  • Notice of Directors: "Consent to act as Director" (Form 9A)
  • Notice of Address (Form 4)
  • Statutory Declaration by Attorney-at-Law pursuant to section 4(2), (3) of the Companies Act: Approval Letter by Attorney General.

Procedure for Incorporation of Companies (non-profit):

  • Proposed name must first be approved by the Registrar
  • On approval the Articles of Incorporation, Notice of Directors, Notice of Address and Statutory Declaration must be submitted to the Attorney General’s Chambers for the prior approval of the Attorney General, along with the Approved Request for Name Search form.

NB: Other documents may be required by the Attorney General.

  • On approval by the Attorney General, the above documents are to be submitted to the Registrar. A $2.50 stamp is required for the declaration.
  • Prescribed Fee of $250.00 is to be paid to the Registrar.

Documents required for the Registration of External Companies:

  • Request for Name Search and Name Reservation (Form 26)
  • Application for Registration of External Company (Form 21)
  • Copy of Corporate Instruments of the Company from the original country of incorporation.
  • Statutory Declaration by a director of the company verifying that the particulars in the statement.
  • Statutory Declaration by an Attorney-at-Law that section 344 of the Act has been complied with.
  • Power of Attorney in accordance with section 346
  • Consent to act as Attorney.

Procedure for Registration of External Companies:

Please note we are moving towards providing the above services online via the digiGov platform which will also facilitate electronic payment for your services.

After the incorporation of your company, the following documents must be filed with the Registry within 90 days:

  • Notice of Secretary (Form 30)
  • Return of Allotments (Form 31)
  • Notice of Beneficial Owner (Former 9B)
  • Bye-laws (profit or non-profit

Annual returns must be filed by April 1st each year in respect of the previous year:

  • Annual return (company for profit) (Form 28)
  • Annual return (external company) (Form 24)
  • Annual return (member state company) (Form 36)

 

Non-profit companies must file financial statements within 15 days of the annual general meeting. The statement must include the following:

  • The assets and liabilities of the company in the form of a balance sheet
  • The revenue and expediture of the company since the date of incorporation or the date of the previous financial statement
  • Must be accompanied by the report of the auditor of the company
  • Must be approved by a director of the company evidenced by the signature of one or more directors.

Address

2nd Floor Francis Compton Building, 
Waterfront,
Castries, Saint Lucia

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