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 cannot maintain any action, suit or other proceedings in any court in Barbados. This incapacity relates to contracts made in whole or in part within Barbados. The incapacity is removed upon registration.

Section 330(1) requires: a Statement (Form 28); a Statutory Declaration by 2 directors; a certified copy of the corporate instruments; a Statutory Declaration by an attorney-at-law; the prescribed fee of BDS $3,000.00; and a Power of Attorney (Form 30) empowering a person resident in Barbados to act as attorney for receiving service of process. All documents filed in duplicate.

To formally establish a legal presence within Barbados. An external company must be registered to carry on any business or undertaking in Barbados, subjecting it to the Companies Act and enabling the Registrar to prevent confusion with existing businesses.

If it: holds title to land in Barbados; maintains an office, warehouse or place of business; is licensed or registered under Barbados law; holds a certificate under the Road Traffic Act; or in any other manner carries on an undertaking (e.g. being listed in a local telephone directory).

Yes. Under section 325, an external company carrying on an undertaking on a co-operative basis under the Co-operative Societies Act, Cap. 378A, or one exempted by ministerial order, is exempt.

Name of company; jurisdiction of incorporation; date and manner of incorporation; duration if any; extent of limited liability; undertaking in Barbados; commencement date; authorized, subscribed and paid-up capital; registered/head office outside Barbados; principal office in Barbados (no P.O. Box); full names, addresses and occupations of directors.

An officer conducts a form examination to ensure documents are properly completed and stamp duty paid. Data is entered and a computer-generated number assigned. The file passes to the Deputy Registrar for substantive examination. When the Certificate of Registration is issued, one set of documents is returned to the applicant.

Documents not properly dated, signed or witnessed; documents not certified; no notarially certified translation of foreign-language instruments; company seal not affixed; incomplete residential addresses; P.O. Box as registered office; wrong paper size; no Form 33; wrong capital figures; insufficient stamp duty; no Certificate of Incorporation submitted.

An external company must paint or affix its name and place of business in a conspicuous place in easily legible letters on the outside of its head office in Barbados and every other office or place where it carries on its undertaking.