If you did not know before, doing business in Trinidad and Tobago is changing rapidly.

The latest amendments to the Companies Act, Chap. 81:01 contained important provisions with industry wide implications.

For one, all companies have now been mandated to provide and declare details of their beneficial owners, described in section 337A as beneficial owners — (a) the natural persons on whose behalf a transaction is being conducted; or (b) the natural persons who exercise ultimate effective control over a legal person or arrangement; or in respect of companies, the natural persons who ultimately own or control the company through indirect or direct ownership or control through other means, or who owns an entity controlling the said company, or (if neither of those are applicable), the natural persons who hold the position of senior managing official in the company.

All companies* must file a return on or before 30th May 2020 giving the prescribed details of their beneficial owners at the Companies Registry. Notably, Declarations with respect to beneficial ownership that accompany the Returns are required to be sworn before a Commissioner of Affidavits/Notary Public.

* Publicly Listed Companies are exempted from these requirements.

A “Beneficial Owner” is —

(a) the natural person on whose behalf a transaction is being conducted; or

(b) the natural person who exercises ultimate effective control over a legal person or arrangement

Another concern is that all information submitted by beneficial owners shall be available in a publicly available and searchable version of the Register to be established by the Companies Registry.

Finally, new Bearer Shares (shares owned by whoever presents the Share Certificates at any particular point) can no longer be created in law. Companies with existing Bearer Shares must file a return submitting the details of those shares by 30th day of November, 2019 or face a fine of ten thousand dollars ($10,000) and imprisonment for three years with a further fine of three hundred dollars for each day that the offence continues.

Companies that fail to file details of their beneficial owners as indicated above are also liable to those penalties.

As such, it is imperative that all entrepreneurs take immediate steps to familiarise themselves with the new (and arguably, cumbersome) regime for their companies to avoid non-compliance.