Trinidad and Tobago Companies Act – 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.
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
A company shall at all times have a registered office in Trinidad and Tobago.
The directors of the company may change the address of the registered office.
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
No individual who:
- Is less than eighteen years of age;
- 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.
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.
A shareholder of a company who is entitled to vote at an annual meeting of the shareholders may 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 discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal.
A Trinidad and Tobago Certificate of Good Standing states that:
- The certificate includes the company name, company registration number, date incorporated and the registered office address.
- The company is on the Register of Companies, under the Companies Act of the Laws of the Republic of Trinidad and Tobago.
- The company has not submitted to the registry any articles of merger, consolidation or arrangement that have become effective.
- No documents have been filed relating to the winding up or dissolution of the Company, the appointment of a receiver or liquidator of any of its assets.
- No notice has been served by the registry on the Company, with the intention of Striking off it’s name from the Registrar of Companies.
The certificate is provided in English with a Trinidad and Tobago Registrar of Companies official seal and with an administrator’s signature.
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.