Overseas Company Registration in Jamaica

Third-Party Registration & Compliance Services

1. Purpose Statement

We provide comprehensive Overseas Company registration services in Jamaica, acting as a third-party filing agent for foreign-incorporated entities. Our services ensure full compliance under the Companies Act, enabling foreign companies to establish a legally recognized presence in Jamaica without the need for physical travel.

2. Who Must Register

Registration is required for any foreign-incorporated company that establishes a place of business in Jamaica, including:

• Branch offices
  
  

• Permanent offices or administrative centers
  
  

• Continuous commercial activity within Jamaica
  
  

Companies engaging in isolated transactions or temporary contracts do not generally require registration.

3. Legal Effect of Registration

Registering as an Overseas Company in Jamaica:

• Recognizes the foreign entity as authorized to conduct business in Jamaica
  
  

• Permits the company to enter contracts, hold assets, and operate locally
  
  

• Does not create a new Jamaican company or alter the foreign incorporation
  
  

• Confers full legal recognition under Jamaican law
  
  

4. Scope of Our Engagement

Our agency acts as your authorized third-party registration agent, providing:

• Preparation and verification of all statutory documents
  
  

• Submission to the Companies Office of Jamaica (COJ)
  
  

• Liaison with regulatory authorities on your behalf
  
  

Clients do not need to travel to Jamaica at any stage of the registration process.

5. Documentation Requirements

Registration requires the following:

1. Form 31A or 31B
   
   

   • 31A: Overseas Company with Share Capital
     
     

   • 31B: Overseas Company without Share Capital
     
     

2. Certified Constitutional Documents
   
   

   • Charter, Statute, Articles of Incorporation, or equivalent instrument
     
     

   • Must be certified by the competent governmental authority in the country of incorporation
     
     

3. Beneficial Ownership Return (BOR Form A and/or B)
   
   

   • Identifies all individuals who ultimately own or control the company
     
     

4. Valid government-issued identification for all shareholders, members, and beneficial owners
   
   

6. Translation & Certification

Documents not in English must be certified translations, completed in accordance with the Companies Act. Acceptable certification may be provided by:

• A Jamaican embassy or consulate
  
  

• A competent governmental authority in the country of origin
  
  

• The Ministry responsible for foreign affairs in Jamaica
  
  

We provide guidance on certification to ensure compliance.

7. Registration Process

1. Eligibility Review – Confirm foreign status and statutory requirements
   
   

2. Document Verification – Review all constitutional, identification, and Beneficial Ownership documentation
   
   

3. Statutory Filing – Prepare and submit forms to the COJ
   
   

4. Confirmation of Registration – Receive official recognition and authorization to operate in Jamaica
   
   

8. Fees

Flat Fee: USD $500

This fee covers:

• All government filing fees
  
  

• Preparation and submission of statutory documents
  
  

• Beneficial Ownership filings
  
  

• Administrative and procedural support
  
  

No additional COJ fees are payable.

9. Post-Registration Obligations

Registered Overseas Companies must:

• File annual financial statements, certified by a director
  
  

• Submit annual Beneficial Ownership Returns
  
  

• Notify the Registrar of any changes to directors, authorized representatives, or company details
  
  

Failure to comply may result in statutory penalties or delinquent status.

10. Confidentiality & Public Disclosure

• Basic company information is publicly accessible
  
  

• Beneficial Ownership information is confidential and accessible only to:
  
  

  • Law enforcement and competent regulatory authorities
    
    

  • The declared beneficial owner
    
    

11. Removal / Exit Option

If an Overseas Company ceases operations in Jamaica:

• The Registrar must be notified
  
  

• The company may apply for removal from the register
  
  

• Legal obligations terminate once the company is removed
  
  

12. Micro-FAQ

Q: Can my directors be non-residents?
A: Yes. There is no residency requirement for directors.

Q: Can the company own property in Jamaica?
A: Yes. Registered Overseas Companies may hold assets and enter contracts locally.

Q: Are there Jamaican tax obligations?
A: Tax liability depends on income derived in Jamaica. Registration alone does not determine tax obligations. Professional advice is recommended.

Q: Can an Overseas Company convert to a local company?
A: Yes. A foreign company may later incorporate a separate Jamaican subsidiary.

Q: What happens if Beneficial Ownership changes?
A: All changes must be reported within 14 days using the prescribed forms.