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Incorporation of Companies

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Governing Legislation: Companies Act and Regulations, Cap. 13.01

Purpose of Incorporation:

  • To create a legal entity that is separate from its owners.
  • Allows companies to enter contracts, own property, sue and be sued in their own name.

The Registry of Companies (ROC) has officially moved its services to the digiGov platform: https://digigov.govt.lc/portal/mvvmc/eservices/sldgPublicPortal.public.home. This transition is part of the government’s initiative to digitize public services, making company registration and related services faster, more convenient, and accessible online.

How to Access:

  1. Visit https://digigov.govt.lc.
  2. Register for an account if you are a new user.
  3. Follow the on-screen instructions to access the desired Registry services.

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 copy or resemble the name of another company. Names will be rejected if they conflict with existing registered companies.
  • 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 523).
  • 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”.

Name Search and Name Reservation

  • Visit the digiGov portal at https://digigov.govt.lc.
  • Navigate to the eServices section.
  • Select Company Request for Name Search and Reservation.
  • Fill out the online application form:
    • Provide proposed company names (up to three in order of preference).
    • Provide main business activities.
    • Specify the purpose of the name reservation (incorporation, registration of an external company, change of name, or amalgamation).
  • Pay the reservation fee of EC$25.00 per name online through the portal using accepted payment methods.
  • Submit your application and payment through the portal.
  • Await confirmation once your name reservation is approved.

Required Documents

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.

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

  • Request for Name Search and Name Reservation 
  • 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.

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.

Post-Incorporation Filings

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

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)

Financial Statements 

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 expenditure 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