Incorporation

An ‘external company’ is defined in section 324(1)(a) of the Companies Act Cap.308 as “any incorporated or unincorporated body formed under the laws of a country other than Barbados”.

Under Section 344(1), an ‘external company’, which fails to register under the Companies Act, is placed under a statutory disability and cannot maintain any action, suit or other proceedings in any court in Barbados.
This incapacity relates to any contract made in whole or in part within Barbados in the course of or in connection with the carrying on of any undertaking by the company in Barbados.

However, the statutory incapacity is removed upon registration as an ‘external company’ under the Act, or upon the restoration of its registration, as the case may be. Thereupon, the company may then maintain an action suit or other proceedings in respect of its contract as though the company had never been disabled in the first place.

• a Statutory Declaration by 2 directors of the company that verifies on behalf of the company the particulars (listed below) set out in the Statement;
• a certified copy of the corporate instruments of the company;
• a Statutory Declaration by an attorney-at-law that this section has been complied with;
• the prescribed fees, of BDS $3,000.00 and
• a Power of Attorney and a Consent to act as Attorney in the prescribed form (Form 30) empowering some person named in the power and resident in Barbados to act as attorney of the company for the purpose of receiving service of process in all suits and proceedings in Barbados and all lawful notices.
• All of the above documents are filed in duplicate.

To formally establish a legal presence within the jurisdiction of Barbados, an external company must be registered in Barbados in order to carry on any business or undertaking in Barbados.

This requirement for registration formally subjects the ‘external company’ to the provisions of the Companies Act, Cap. 308 and enables the Registrar of Companies to ensure that its entry into the commercial scene in Barbados will not result in confusion with the operations of existing businesses already on the register.

The Companies Act, Cap. 308 provides that an ‘external company’ is carrying on an undertaking in Barbados if:

• it holds title to any land in Barbados or has an interest in any such land;
• it maintains an office, warehouse or place of business in Barbados;
• it is licensed or registered or required to be licensed or registered under any law of Barbados that entitles it to do business or to sell shares or debentures of its own issue;
• it is the holder of a certificate of registration issued under the Road Traffic Act Cap.295 respecting a public service vehicle.

As a matter of fact, an ‘external company’ is required to be registered under the Companies Act if in any other manner it carries on an undertaking in Barbados (e.g. being listed with a telephone number in Barbados under its name in a telephone directory published for local use). In this circumstance the external company is presumed in the absence of evidence to the contrary, to be carrying on an undertaking in Barbados.

It must be stressed that the ‘external company’ cannot carry on any undertaking in Barbados until it is registered under the Companies Act.

Yes, by virtue of section 325 of the Act, an external company carrying on an undertaking on a co-operative basis under the Co-operatives Societies Act, Cap, 378A or one which is exempted by an order, made by the Minister is exempt from registration under the Companies Act.

• the name of the company; (N.B. See topic Company Names)
• the jurisdiction within which the company was incorporated;
• the date of its incorporation;
• the manner in which it was incorporated;
• the period, if any, fixed by its corporate instruments for the duration of the company;
• the extent, if any, to which the liability of the shareholders or members of the company is limited;
• the undertaking that the company will carry on in Barbados;
• the date on which the company intends to commence any of its undertakings in Barbados;
• the authorized, subscribed and paid-up or stated capital of the company, any number of shares that the company is authorized to issue and their nominal or par value, if any;
• the full address of the registered or head office of the company outside of Barbados;
• the full address of the principal office of the company in Barbados (no P.O. Box address is allowed);
• the full names, residential addresses and occupations of the directors of the company.

On receipt of the application for registration of an ‘external company’ with the attached documents and the prescribed filing fee:-

An officer in the Registry conducts a ‘form examination’ of the filed documents to ensure that:-

1. all documents submitted are properly completed;
2. relevant government stamp duty is paid (Power of attorney – under seal stamp duty is BDS $25.00; without seal stamp duty is BDS $10.00; counterpart BDS $5.00); and
3. all necessary documents have been filed in accordance with the Companies Act.
   • The relevant data is then entered in the computer and a computer-generated number is assigned to the company and all documents are placed on the file;
   • The file is then passed to the Deputy Registrar who conducts a “substantive examination” of all filed documentation to ensure that the statutory and legal requirements of the Companies Act, Cap. 308 are complied with;
   • When the Certificate of Registration has been issued, one set of documents is returned to the applicant and one set remains at the Corporate Registry as part of the public records.

• documents not properly dated, signed or witnessed;
• documents not certified as copies e.g. Corporate instruments;
• in cases where the corporate instruments are in a foreign language, no notarially certified translation of the instruments has been submitted;
• company seal not affixed where necessary;
• full residential addresses of directors not included on the Statement (Form 28);
• registered office of company listed as a P.O. Box;
• documents submitted on paper other than A4 size;
• No Name Search and Name Reservation form (Form 33) submitted;
• authorized capital inserted on application instead of stated capital of company;
• Insufficient or no stamp duty affixed to Power of Attorney;
• Certified copy of the Certificate of Incorporation of the external company has not been submitted with the application for registration. This certificate must accompany the Corporate Instruments of the Company;
• No notarized translation of the name of the Company has been submitted in the case where the name of the company is in a foreign language

An external company carrying on any undertaking Barbados shall paint or affix its name and place of business in a conspicuous place in easily legible letters.

This information must be kept painted and affixed on the outside of its head office in Barbados at all times.

It must also be painted and affixed on every other office or place in Barbados in which it carries on its undertaking in Barbados.