COJ wants ‘missing’ companies to make mandatory filings

Shellie Leon, deputy chief executive officer and director of opertions of the Companies Office of Jamaica.

With approximately 70 per cent of companies not filing a change of address or the mandatory annual returns, the Companies Office of Jamaica (COJ) is reminding directors that failure to file these documents may lead to their entities being removed from the Register of Companies or taken to court.

Under the Companies Act, a company is required to make an annual return filing on the anniversary date of its incorporation. Additionally, it must also file a Registered Office Notice (Form 17) if it has changed its address. Forms for each filing are available for download on the agency’s website – www.orcjamaica.com.

Shellie Leon, deputy CEO and director of operations, indicated that “in order to decrease the high rate of non-compliance, we have tried to make the annual return filing process easier with the introduction of the one-page Status Quo Form 19E in 2017. The form, which can be prepopulated by a customer representative, requires a signature to indicate that there have been no changes in the stated areas during the period for which the filing has been done. Feedback from customers suggests that the form is a welcome addition. As we try to make compliance convenient, we are exploring having filings done online. However, we have to be guided by the Companies Act as well as other relevant legislation and look at a number of factors.”

Leon further stated that “it is not always a situation that delinquent companies are no longer in operation. They, for whatever reason, have changed locations and have not filed notice of the change. They may also have stopped making their mandatory annual return filings with the agency and as such, even though they are in operation, are still liable to be removed from the register or the directors sued”.

For the financial year 2020-21, the COJ removed 2,077 companies from the register. It also, for the same period, restored 56 companies. For the 2019-20 and 2018-19 financial years, there were 3,337 and 3,830 removals from the register, respectively.

Compliance Initiative
In an effort to assist struggling companies to voluntarily remove themselves from the register, the COJ last year launched its COVID-19 Compliance Relief Initiative, waiving the requirement to submit an auditor’s certificate and bring the company up to date as prerequisites for removal. Scheduled to end on August 31, 2020, the initiative is in its third extension and will end on September 31, 2021.

Companies removed from the register have their names protected for up to 20 years and can apply for restoration at any time within that period. However, the company must complete application Forms 28A and 28B, pay the fees for restoration, and provide evidence of the reason for the restoration. Following the submission of a satisfactory application, a restoration hearing is held for the approval to be given to restore the company, conditional upon the filing of all outstanding annual returns or change documents. Companies needing urgent restorations may opt for same or next-day express service.

The fees for filing an annual return are $5,000 and $2,000 for a profit-making and non-profit-making entity, respectively. Non-profit companies must also file an income and expenditure statement with their annual return. Companies missing the filing due date have a 28-day grace period. Outside the grace period, companies are charged a penalty of $100 per day up to a maximum of 100 days.

Companies with outstanding fees for multiple periods may contact the agency’s Compliance Department to have a payment plan arranged.

Source: Jamaica Gleaner

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