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International or Foreign Companies are normally interested in establishing companies with limited liability in Jamaica. The Foreign Investors normally elect either to incorporate a Subsidiary Company or to register an Overseas or Branch company in Jamaica.

1. Subsidiary Company
   To incorporate a subsidiary company in Jamaica. A new limited liability company would be incorporated in Jamaica pursuant to the Companies Act, 2004 and the principal shareholder of this newly incorporated limited liability company would be the international company.

2. Registration of Branch or Overseas Company in Section 363 of the Companies Act, 2004Top of FormBottom of Form allows for a company incorporated outside of Jamaica which establishes a place of business in Jamaica, shall within one month of the establishment of the place of business in Jamaica register an ‘Overseas Company’ in Jamaica by doing the following:-

1. Submit to the Companies Office of Jamaica, certified copies of any Charter, Statutes or Articles or other Instrument of Incorporation of the Company. In essence, the Companies Office generally require the submission of certified copies of any official documents which were used to incorporate the company in the jurisdiction of incorporation;

1. The Charter, Statutes or Articles or other Instrument of Incorporation of the company must be certified by an official of the Government body responsible for custody of the original in the country of incorporation. For example, the certification could be done by the local Companies Office in the country of incorporation if the local Companies Office is the body responsible for custody of the original. If these certified documents are not in English, a certified translation must be attached and there are special requirements for the certification of the translated documents; and

• File documents and certain specified forms at the Companies Office of Jamaica outlining, for example, the particulars of the Director, Secretary, the authorized officials of the Company and any changes in the Company.

AUTHOR:
Mrs. Thalicia Blair-Foreman-Head of the Corporate, Commercial and Intellectual Property Law Department
Copyright Blair Foreman & Co.