Business Registration in CARICOM

Purpose

This page provides a framework for understanding business registration processes across CARICOM member states. It outlines common registration elements, documentation requirements, and compliance considerations to help founders plan their entity formation strategy.

The guidance focuses on decision-making frameworks and conceptual understanding rather than step-by-step country-specific procedures. It is intended for startups and SMBs planning to register business entities in one or more CARICOM jurisdictions.

Context & Assumptions

Regional Variability

Business registration processes vary significantly across CARICOM countries in terms of:

Registering authority (companies registry, chamber of commerce, or specialized agency)
Documentation requirements and authentication standards
Processing timelines and fee structures
Post-registration compliance obligations

This guidance outlines general principles; always verify current requirements with the specific authority in your target jurisdiction.

Business Size Focus

Targeted at startups and small to medium-sized businesses
Assumes standard commercial entities (companies, partnerships, branches)
Excludes specialized registrations (regulated sectors, special economic zones, investment vehicles)

Technical Baseline

Founders should understand:

Basic corporate documentation (articles of association, memorandum)
Document authentication requirements (apostille, consular certification)
Multi-step registration processes involving multiple government agencies
Ongoing compliance obligations post-registration

Core Guidance

Registration Framework

Business registration in CARICOM countries typically involves interaction with multiple authorities and completion of several distinct processes. Understanding this framework helps plan timelines and resource allocation.

Primary Registration Authority

Companies Registry Model: Separate registry maintained by Ministry of Commerce or equivalent; common in former British territories.

Chamber of Commerce Model: Business registration handled through national chamber; less common in CARICOM but exists in some jurisdictions.

Hybrid Model: Multiple agencies involved with different aspects (incorporation, tax, sector licensing).

Decision Criteria: Verify the registration authority structure in your target jurisdiction early in planning to understand the process flow and timeline implications.

Common Registration Elements

Name Reservation

Purpose: Secure exclusive use of proposed business name before full registration.

Considerations:

Name availability search requirements vary by jurisdiction
Reservation period typically 30-90 days
Naming restrictions exist (prohibited words, similarity to existing entities)
Some jurisdictions require reservation; others allow direct registration

Decision Framework: Conduct name search early; consider alternative names if primary choice is unavailable; understand reservation validity period for timeline planning.

Incorporation Documentation

Core Documents:

Articles of Association / Constitution: Internal governance rules
Memorandum of Association: External-facing company purpose and structure
Director and shareholder information: Identity, address, shareholding details
Registered office: Physical address in jurisdiction (P.O. boxes typically not accepted)

Authentication Requirements:

Foreign company documents require apostille (Hague Convention countries) or consular certification
Director/shareholder identification may require notarization or certification
Good standing certificates from home jurisdiction typically required
Translation requirements if documents not in English

Decision Framework: Begin document preparation early; engage local counsel for jurisdiction-specific requirements; allow adequate time for authentication processes.

Tax Registration

Tax Identification Number: Issued by national tax authority; required for business operations.

VAT/GST Registration: Required when revenue exceeds threshold or for certain business categories.

Employer Registration: Mandatory when hiring employees; covers payroll tax and social contributions.

Decision Framework: Tax registration often sequential to incorporation; verify thresholds and obligations before commencing operations; establish compliance calendar immediately.

Banking and Financial Setup

Account Opening Requirements:

Corporate registration documentation
Director and shareholder identification and due diligence
Proof of business activities and fund sources
Reference letters from existing banking relationships

Considerations:

Account opening timelines vary significantly (2-8 weeks typical)
Enhanced due diligence for foreign-owned entities
Relationship banking vs. transactional banking options
Foreign exchange and international transfer capabilities

Decision Framework: Initiate banking relationships early; prepare comprehensive due diligence packages; consider multiple banking relationships for operational resilience.

Documentation Standards

Required Documentation Categories

Personal Identification:

Valid passport or national ID for directors and shareholders
Proof of residential address (utility bill, bank statement)
Professional references or background checks
Tax identification numbers from home jurisdiction

Corporate Documentation:

Certificate of incorporation from home jurisdiction
Good standing certificate (often required current within 30-90 days)
Corporate resolution authorizing foreign registration
Organizational structure and ownership charts

Financial Documentation:

Audited financial statements (typically last 2-3 years for established companies)
Business plan and financial projections for new operations
Source of funds documentation
Initial capital documentation

Operational Documentation:

Lease or property documentation for registered office
Business activity descriptions
Professional licenses (where applicable)
Insurance certificates (where required)

Authentication Considerations

Apostille Requirements: Documents originating from Hague Convention countries can be authenticated via apostille, simplifying cross-border use.

Consular Certification: Non-Hague Convention documents require certification through consular/embassy channels, adding time and complexity.

Translation Requirements: Non-English documents typically require certified translation; verify whether Spanish, Dutch, or French documents are accepted without translation.

Decision Framework: Verify authentication requirements early; initiate apostille/certification processes in parallel with other preparation; maintain original authenticated documents securely.

Registration Timeline Considerations

Factors Affecting Timeline

Document Preparation: 2-4 weeks typical for gathering, authenticating, and translating required documentation.

Name Reservation: 1-5 business days in most jurisdictions where offered.

Incorporation Processing: 5-15 business days typical; expedited processing sometimes available.

Tax Registration: 1-4 weeks sequential to incorporation.

Banking Setup: 2-8 weeks; enhanced due diligence can extend timelines.

Sector Licensing: 4-12 weeks for specialized sectors; verify early if required.

Sequential vs. Parallel Processing: Some steps must be sequential (tax registration requires incorporation certificate); identify opportunities for parallel processing.

Decision Framework: Build realistic timelines with buffer for delays; engage professional service providers early; track dependencies between steps; prepare contingencies for timeline slippage.

Compliance Framework

Post-Registration Obligations

Annual Returns: Corporate registry filings required annually in most jurisdictions; penalties for late filing.

Financial Statements: Audited statements may be required for filing or recordkeeping.

Director/Shareholder Updates: Changes must be reported within specified timeframes.

License Renewals: Business and professional licenses require periodic renewal.

Tax Filings: Corporate tax, VAT, payroll tax each have specific filing requirements and schedules.

Decision Framework: Establish compliance calendar immediately post-registration; engage local accounting and legal support for ongoing compliance; implement reminder systems for filing deadlines.

Common Pitfalls

Document Authentication Gaps

Issue: Failing to properly authenticate foreign company documents leads to rejection and delays.

Manifestations:

Missing apostille or consular certification
Expired good standing certificates
Incorrect authentication method for jurisdiction
Unsigned or improperly executed documents

Consequence: Application rejection; restart of authentication process; missed registration deadlines.

Mitigation: Verify authentication requirements upfront; initiate authentication early; maintain copies of authenticated documents; track expiry dates.

VAT Registration Oversights

Issue: Missing VAT registration thresholds or obligations causes compliance problems.

Manifestations:

Unaware of mandatory VAT registration thresholds
Not registering when threshold exceeded
Missing voluntary registration benefits
Incorrect VAT treatment on invoices

Consequence: Tax authority penalties; customer invoice corrections; potential business disruption.

Mitigation: Understand VAT thresholds and obligations before operations commence; register proactively if approaching threshold; engage tax advisors for cross-border VAT implications.

Local Presence Requirements

Issue: Failing to meet local director, resident agent, or registered office requirements.

Manifestations:

Attempting registration without required local director
Using P.O. box as registered address
Not engaging required resident agent/company secretary
Inadequate registered office arrangements

Consequence: Registration rejection; ongoing non-compliance; inability to receive official correspondence.

Mitigation: Verify local presence requirements early; engage qualified service providers; ensure registered office has adequate capabilities for correspondence handling.

Banking Timeline Underestimation

Issue: Underestimating time required for banking relationship establishment.

Manifestations:

Assuming quick account opening
Insufficient due diligence documentation
Single banking relationship dependency
Not understanding correspondent banking requirements

Consequence: Operational delays; inability to transact business; cash flow disruptions.

Mitigation: Initiate banking relationships in parallel with registration; prepare comprehensive due diligence packages; consider multiple banking relationships; understand timeline for full account activation.

Compliance Calendar Neglect

Issue: Failing to establish and maintain post-registration compliance calendar.

Manifestations:

Missing annual return filing deadlines
Late tax filing penalties
Expired licenses or permits
Outdated director/shareholder records

Consequence: Penalties and fines; potential deregistration; damaged business reputation; operational disruptions.

Mitigation: Create comprehensive compliance calendar immediately post-registration; implement automated reminders; engage ongoing professional support; conduct quarterly compliance reviews.

Business Registration in CARICOM

Purpose

Context & Assumptions

Regional Variability

Business Size Focus

Technical Baseline

Core Guidance

Registration Framework

Primary Registration Authority

Common Registration Elements

Name Reservation

Incorporation Documentation

Tax Registration

Banking and Financial Setup

Documentation Standards

Required Documentation Categories

Authentication Considerations

Registration Timeline Considerations

Factors Affecting Timeline

Compliance Framework

Post-Registration Obligations

Common Pitfalls

Document Authentication Gaps

VAT Registration Oversights

Local Presence Requirements

Banking Timeline Underestimation

Compliance Calendar Neglect

Related Documentation