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Overseas Company Registration

Overseas companies may operate in Jamaica but must be registered at the Office of the Registrar of Companies. Any changes in the documents at the time of registration must be filed with the Office of the Registrarof Companies. Once registered, an overseas company must file a Balance Sheet, Profit and loss account in accordance with the Companies Act 2004.

The following are required for registration:

• Particulars of an Overseas Company" (Form 31) which will set out the names and addresses of the directors of the company as well as the names and addresses of one or more persons, living in Jamaica, authorized to accept service and any notices to be served on the Company.
 
• A certified copy of the Memorandum, Articles or Instrument
incorporating the company.

• Any changes in the documents filed at the time of registration should also be filed at the Companies Office of Jamaica.  The copy of the Memorandum and Articles, Charter or Instrument of Incorporation must be duly certified as a true copy.

Certification may be by:

• An official of the Government to whose custody the original is held,eg, The Registrar General of Trinidad & Tobago.
• A Notary Public of the place of incorporation
• An Oath by an officer of the Company before anyone authorised to
administer an Oath in that country.

Where a certified copy of the instrument of incorporation is not in English a certified translation done in Jamaica, any other Commonwealth Country or a foreign country should be filed.

Not less than three documents are required for the Registration of an Overseas Company:

• A Certified Copy of the Memorandum, Articles or Instrument incorporating the company.  
• A list of Directors of the Company.  
• The names and addresses of one or more persons resident in 
• Jamaica authorized to accept service and any notices to be served on
the Company.  

The fee to register an Overseas Company is J$18,000.00. Once registered, an Overseas Company is required to file a Balance Sheet and and Profit and loss account in accordance with the Companies Act 2004 [Jamaica]. Any changes in the documents filed at the time of registration should also be filed at the Companies Office of Jamaica.  The copy of the Memorandum and Articles, Charter or Instrument of Incorporation must be duly certified as a true copy:

• by an Official of the Government to whose custody the original is committed (e.g. Trinidad & Tobago: the Registrar General; Cayman Islands:

The Registrar of Companies) or,
•  by a Notary Public of the place of incorporation or,  
• duly certified on Oath as a true copy by some officer of the company
before any person having authority to administer an Oath in that place.
• Where the certified copy of the instrument of incorporation is not in
the English Language a certified translation should be filed. The translation can be made in Jamaica, or a Commonwealth country other than Jamaica, or a foreign country.
  
Translated in Jamaica

If the translation is made in Jamaica it should be certified to be a correct translation by:
• A Notary Public in Jamaica (note: a Justice of the Peace is different
from a Notary Public) or,  
• An Attorney-at-Law of the Supreme Court of Jamaica or,  
• A person whom the Notary Public or Attorney-at-Law certifies is known
to him as competent to translate it in the English Language.  

Commonwealth Country

If translated in a Commonwealth country other than Jamaica the translation should be certified to be correct before any person having authority to administer an oath under the law in force in that country. 

Foreign Country

A Translation made in a foreign country must be certified to be a correct translation on Oath before one of the following persons, who should be either Jamaican or British:

•Ambassador
•Vice-Consul
•Envoy
•Acting Consul
•Minister
•Pro-Consul
•Charge D'Affaire 
•Acting Consul-General
•Embassy Secretary
•Consular Agent
•Consul-General
•Acting Vice-Consul
•Consul
•Acting Consular Agent

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