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About Us
FAQ
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What happens if my ID is expired?Where the ID is not available, a driver’s license number or Taxpayer Registration Number must be provided. The obligation is on the officers/officials of the company to maintain accurate and up to date information. The Form 5A must be filed with the COJ with a cop of the updated identification document.
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As an overseas company do I have to file any Beneficial Owner information?It is mandatory for overseas companies to provide beneficial ownership information. Overseas companies are to submit a copy of their certificate of incorporation with a beneficial ownership return form.
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Why do I need to file this information?The Company (Amendment) Act 2023 requires that all registered companies must file the Beneficial Ownership information for the company.
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How do I identify a beneficial owner in a non-profit company?To identify the beneficial owner in a non-profit company, do the cascade test. In particular, employ Step 2 which identifies the beneficial owner as the one who has Ultimate Effective Control which points to it being the board of directors as they have the power to appoint or remove directors or determine the policy of the company.
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What is ultimate ownership?Ultimate ownership is the highest level of ownership or control over an asset. A beneficial owner is considered the ultimate owner as they receive the benefits of an asset, such as profits or income, even if legal ownership is held by another party.
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Is there a cost to file the Beneficial Ownership information?The cost to file the Beneficial Ownership Return Form A and Form B is $3,000 each, and the cost to file the Beneficial Ownership Return Form C is $6,000 when incorporating a new company and when filing changes for the particulars of directors and the company.
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How do I identify a beneficial owner in a company with shares?You identify a beneficial owner in a company with shares by identifying the individuals who has ultimate ownership interest (25% or more issued shares or voting rights).
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What do you mean by accurate, and update information?This means the information that is provide to the Registrar should be correct in all details, truthful, exact and current.
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Who is a beneficial owner?A simple definition of beneficial owner is a natural person who ultimately owns or controls a company.
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What are the main changes to the new Companies (Amendment) Act?The COJ will no longer impose the Section 121 annual return fines. There will only be late costs assessed. New authority for the Registrar/COJ to conduct investigations to confirm beneficial ownership information. ALL companies, including for-profit and nonprofit, will need to identify their beneficial owner(s). For corporations holding shares, the bar for beneficial ownership have been reduced from 50% to 25%. The COJ will now have to be notified of any changes in beneficial ownership and membership information. The date of birth, identification document and tax registration number will not be collected for all members and beneficial owners.
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Where can I go to find more details on Beneficial Ownership?As it relates to the Beneficial Ownership regime in Jamaica you may visit the Companies Office of Jamaica (COJ) website at https://www.orcjamaica.com/, or the office itself for more information, or look out for physical and electronic media publications by the COJ. For general information on beneficial ownership, you may also visit the Financial Action Task Force (FAFT) website at https://www.fatf-gafi.org/en/home.html You may also see articles written on Beneficial Ownership on the News Section of this website.
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When did these changes come into effect?These changes have become effective as of April 24, 2023
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What does highest position of authority mean?The highest position of authority refers to individuals who have effective control of the management of a company, such as Senior Managing Officials i.e. CEO’s, General Managers, and Operation Managers.
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What information is required from beneficial owners and members?Name, Date of Birth, ID/Taxpayer Registration Number, Address, Occupation, Nationality
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What is the cascade test?The cascade test is a test for identifying who is the beneficial owner. It has 3 steps: 1. Step 1 is the primary method to first identify all individuals who ultimately have a controlling ownership interest (25% or more) in the company, either directly (in their own names) or indirectly ( through a chain of other entities or arrangements). In essence, this amounts to who has the Ultimate Ownership. 2. Step 2 is the second method of identifying who is the beneficial owner. Where there is doubt as to whether the persons with the controlling ownership interest are the beneficial owners, or where no natural person exerts control through ownership interests then, the beneficial owner shall be the natural persons (if any) exercising control of the legal person through other means. This amounts to Ultimate Effective Control. Step 3 is the third method for identifying who is the beneficial owner. Where no natural person is identified under the previous steps, companies should identify and take reasonable measures to verify the identity of the relevant natural person who holds the position of senior managing official. This amounts to the Highest Management Authority.
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What is ultimate control?Ultimate control refers to the highest level of control over an asset or entity, typically held by the person or group that ultimately decides how the asset or entity is managed or used. In the context of beneficial ownership, ultimate control refers to the individual or entity that ultimately has the power to direct the management or disposition of a particular asset or company, regardless of legal ownership. A beneficial owner is typically the true owner of an asset, even if legal ownership is held by another party.
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What form do I file when I am allotting new shares?Form 9- Return of Allotment (for the issue of new shares) Form A- Beneficial Ownership Registration (to indicate particulars of the individual beneficial owner(s) of the shares held in the company) *Form 10 – Particulars of Contract Relating to Shares Allotted as Fully or Partly Paid Up Otherwise than in Cash (only applicable where the shares are allotted for non-cash consideration) BOR Form B to indicate the particulars of the beneficial owner of a corporate subscriber.
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What form do I use to notify of changes to Beneficial Ownership?Form 27A Notice of Change in register Members and beneficial Owners for Companies with share Capital. Form 27B Notice of Change in Beneficial Ownership Information for Companies Limited by Guarantee without share capital Beneficial Ownership Return Schedule A Beneficial Owner of a Company Beneficial Ownership Return Schedule B beneficial owner of the corporate Subscriber/member Beneficial Ownership Return Schedule C change in Beneficial Owner of a Company
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When are the new forms required?The new forms will be required as at April 24, 2023, once beneficial information is required.
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Where can I find the new forms?www.orcjamaica.com/Forms.aspx The Form Section on this website At any of the two location: 1 Grenada Way, Kingston 5 in New Kingston and at our St. James office located at The Annex Plaza Unit 3, Alice Eldemire Drive Fairview Montego Bay.
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What forms do I file with my new company registration now?For Company Limited by Shares: Form 1A, BRF & BOR form A/B. For Company Limited by Guarantee and not having a share capital: Form 1B, BRF & BOR form A/B. For Company Limited by Guarantee with share capital: Form 1C, BRF & BOR form A/B. Unlimited Company with Shares: Form 1D, BRF & BOR form A/B. Particulars of Overseas Company with Share Capital: Form 31A, certified copies of the company’s articles and BOR form A/B. Particulars of Overseas Company without Share Capital: Form 31B, certified copies of the company’s articles and BOR form A/B.
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What forms do I file annually?For companies limited by shares: Form 19A along with BOR form A or form 19E – A. For companies limited by guarantee and not having a share capital: 19B along with BOR form B or form 19E – B. For companies limited by guarantee with share capital: Form 19A along with BOR form A/B. Unlimited company with shares: Form 19a along with BOR form A/B. Particulars of overseas company with share capital: Financial Statements along with BOR form A/B. Particulars of overseas company without share capital: Financial Statements along with BOR form A/B.
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What are the new forms?Form 5A Notice to the registrar of Companies of Renewal of Identification Form 27A Notice of Change in register Members and beneficial Owners for Companies with share Capital. Form 27B Notice of Change in Beneficial Ownership Information for Companies Limited by Guarantee without share capital Beneficial Ownership Return Schedule A Beneficial Owner of a Company Beneficial Ownership Return Schedule B beneficial owner of the corporate Subscriber/member Beneficial Ownership Return Schedule C change in Beneficial Owner of a Company
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If there is a change of ownership through Companies Office of Jamaica when do I have to file the beneficial ownership information?The Beneficial Ownership information is required once the company has been incorporated, whenever there is a change in Beneficial Ownership, the customer must file a Form 27A Notice of Change in register Members and beneficial Owners for Companies with share Capital or Form 27B Notice of Change in Beneficial Ownership Information for Companies Limited by Guarantee without share capital Or Beneficial Ownership Return Schedule A Beneficial Owner of a Company Or Beneficial Ownership Return Schedule B beneficial owner of the corporate Subscriber/member Or Beneficial Ownership Return Schedule C change in Beneficial Owner of a Company
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