BENEFICIAL OWNERSHIP + COMPLIANCE
Introduction to Compliance Matters for Trinidad and Tobago businesses
In this post, we address some compliance matters for Trinidad and Tobago businesses. Companies in Trinidad and Tobago are now required to show who are their natural owners. The Companies Amendment Act 2019 (the “Act”) mandating the reporting on the beneficial ownership of companies was assented to in April 2019 and proclaimed in May 2019.
Statutory Compliance Matters for Trinidad and Tobago businesses
According to the Act, it is now mandatory to declare the beneficial owners in companies. Beneficial owners can be defined as follows:
- The natural person who ultimately owns or controls the company through direct or indirect ownership, or
- The natural person who exercises control over the company, or
- Where none of the above can be identified, the natural person who holds the position of senior managing official.
New Filings Required:
To comply with the amendment, members of companies are required to complete Form 41 or Form 42. These are to be sworn before a Commissioner of Affidavits and returned to the Company.
Note that if you are the ‘Beneficial Owner’ of the share(s) you are required to complete Form 42. If you are not the ‘Beneficial Owner’ of the share(s) you are required to complete Form 41. These are internally filed documents but are required for presentment to the Companies Registry.
Form 45 – Return of Beneficial Interest in the Shares of a Company is also to be completed and filed in duplicate at the Company Registry.
Form 46 – Return of Issuance or Transfer of Shares, if applicable, is also to be completed and filed in duplicate at the Company Registry.
General Guidance on Compliance Matters
Directors, company secretaries and shareholders would need to be aware of the deadlines, penalties, and fines applicable to the filing of forms relative to beneficial ownership.
Fines/ Penalties
Failure to comply with this amendment and submit a declaration without reasonable cause, constitutes an offence and can result in the imposition of a fine of $10,000 and three (3) years imprisonment, with a further fine of $300 per day that the offence continues.
We hope that this short guide on Compliance Matters for Trinidad and Tobago businesses helped you in some way!
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