Trinidad and Tobago Companies Act

Trinidad and Tobago Company Law

Company Law and legislation for a company in Trinidad and Tobago is defined by the Trinidad and Tobago Companies Act. You will find below the key extracts from the Trinidad and Tobago Companies Act along with the full act.

§493. Company Name

The name of a company—

  • shall not be the same as or similar to the name or business name of any other person or of any association already registered
  • shall not be primarily a geographic name used alone unless the applicant establishes to the satisfaction of the Registrar
  • shall not be one that is likely to be confusing with that of a company that was dissolved;
  • shall not suggest or imply a connection with the State, or the Government or of any ministry, department, branch, bureau, service, agency or activity of the Government
  • shall not contain the word or words “credit union”, “co-operative”, or “co-op” when it connotes a co-operative venture;
  • shall not suggest or imply a connection with a university or a professional association recognised by the laws of Trinidad and Tobago

§175. Registered Office

(1) A company shall at all times have a registered office in Trinidad and Tobago.

(2) The directors of the company may change the address of the registered office.

§9. Articles of Association

Articles of incorporation shall follow the prescribed form and set out, in respect of the proposed company—

  • its proposed name;
  • whether the liability of its members is limited or unlimited and if the liability of its members is limited whether it is limited by shares or by guarantee or by both shares and guarantee;
  • its classes of shares, if any, and if there will be two or more classes of shares, the rights, privileges and restrictions attached to each share. if a class of shares can be issued in series, the authority, if any, given to the directors to fix the number of shares in
  • if the transfer or ownership of shares of the company is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;
  • the number of directors,
  • the number of intended employees;
  • the main area of business activity;

§8. Directors

No individual who—

  • is less than eighteen years of age;
  • is mentally ill, within the meaning of the Mental Health Act; or
  • is an undischarged bankrupt, having been judged or otherwise declared bankrupt under any law in force in Trinidad and Tobago or elsewhere, shall form or join in the formation of a company under this Act.

64.(1) A company shall have at least two directors but a public company shall have no fewer than three directors, at least two of whom are not officers or employees of the company or any of its affiliates.

(2) Only an individual or a body corporate may be a director of a company.

§116. Shareholders

116. A shareholder of a company who is entitled to vote at an annual meeting of the shareholders may—

(a) submit to the company notice of any matter that he proposes to raise at the meeting (in this Division referred to as a “proposal”); and

(b) discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal.

§32. Share Classes

32. The articles of a company may provide for more than one class of shares; and, if they so provide—

  • the rights, privileges, restrictions and conditions attaching to the shares of each class shall be set out in the articles
  • the rights set out in section 31 shall be attached to at least one class of shares, but all of those rights need not be attached to the same class of shares.

§61. Company Secretary

1) Every company shall have a secretary and may have one or more assistant secretaries, who, or each of whom shall be appointed by the directors, or if provision is made in the Bye-laws of a company for the appointment, in accordance with that provision; and may be an individual, a body corporate or a firm.

(2) If a company carries on business for more than one month without complying with subsection (1), the company and every officer of the company who is in default is guilty of an offence.

§489. Company Restoration

Where a company or other body corporate is struck off the register, the Registrar may, upon receipt of an application in the prescribed form and upon payment of the prescribed fee, restore it to the register and issue a certificate in a form adapted to the circumstances.

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