Incorporation
Incorporate a non-profit company for patriotic, religious, philanthropic, charitable, educational, or similar useful objects — with no share capital and limited liability for members.
Incorporation of Non-Profit Company
The Form 2 is for filing an application for incorporation of a Non-Profit Company. The Form cannot be filed unless Form 33 (name reservation) is approved by CAIPO. Form 2 must be filed with Form 4 and Form 9, which have been merged into an integrated incorporation e-form.
Filing fee: BDS $150.00
Legislation
Companies Act, Cap. 308 and the Companies Regulations, 1984
An Act to revise and amend the laws relating to companies and to provide for related and consequential matters.
Frequently Asked Questions
Under Section 312(1) of the Companies Act, Cap. 308, a non-profit company is a company without share capital. It is a separate legal entity from its members. Upon incorporation, members incur no personal liability for the debts or other liabilities of the company.
Section 316 provides that a non-profit company must have at least three (3) directors. There is no limit on the number of members.
Section 314(2) provides that non-profit companies may be formed for patriotic, religious, philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting, athletic, or similar useful objects.
- Approved Name Reservation Form (Form 33)
- Notice of Registered Office (Form 4)
- Notice of Directors (Form 9)
- Articles of Incorporation (Form 2)
- Declaration by each signatory
Note: articles must be pre-approved by the Minister under s.314(1).
Section 315 requires: restrictions on the undertaking; no share capital; profits used solely for the undertaking; clubhouse address if the company is social in nature; first directors become members of the company.
Form 9 (Notice of Change of Directors) must be filed within 15 days of any change. A penalty of $100 per day applies after the 15-day period.
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