Now that your company is registered

The name that you choose for your company is very important. It could give information as to the type of business you operate, or the ownership. It is very important that the name you choose is not only appropriate, but is not used by another company. The name must not cause confusion in the minds of anyone. In short, it must be unique. Hence, the Registrar must carry out a search to determine whether there is a company on the register that carries a similar name.{{more}} You are generally asked to submit three names, so that if your first choice is unsuccessful, one of the other names could be successful.

After your company is incorporated/registered, you may carry the word incorporated (inc.) or limited (ltd.) or corporation (corp.) at the end of your company’s name. If you use the words limited, incorporated or corporation, or the abbreviated form, and your company is not incorporated, you would be guilty of an offence and liable on summary conviction to a fine of $500.00. The words company and corporation are used interchangeably. Company is more frequently used in St Vincent and the Grenadines, while corporation is more commonly used in the United States of America.

A company must limit itself to the type of business for which it was registered, as this would be in contravention of its articles of incorporation. If you are registered as a shoe store though, you may sell related items, such as socks, but you cannot sell food.

Obligations

After the company is set up and directors have been chosen, you have certain obligations to make sure that the company remains within the confines of the law. A secretary must be appointed, otherwise the company would have committed an offence. As mentioned in my last article, you have to file with the Registrar of Company certain notices, reports and returns. For example, a financial statement must be filed by a company each year, at least twenty-one days before the annual general meeting (small companies, however, could file a certificate of solvency). If certain facts are omitted or untrue statements are included, then the person who makes or assists in making any document submitted could be guilty of an offence and liable on summary conviction to a fine of $2,000.00. Most of these documents carry a filing fee of $50.00.

Charge on the company

If you create a charge on the company, that is, you secure a loan on the security of the company’s assets or goodwill, you have a duty to register it with the Company’s Registry, in compliance with Section 250 of the Company’s Act. You are required to lodge a statement of the charge, a copy of the charge or any other evidence and a declaration as to the truth of the statements made with the Registrar of Companies. This must be done 28 days after the charge was created. Otherwise, the charge would be void; not void in the sense that it does not have to be repaid. It is void in the sense that the loan becomes immediately payable. Any one who has interest in the charge could register the document. This means that the borrower or the lender could do so. The Registrar will issue a certificate to effect the registration. When the debt is repaid or released, a memorandum of satisfaction must be lodged with the Registrar of Companies.

Ada Johnson is a solicitor and barrister-at-law.
E-mail address is: exploringthelaw@yahoo.com