Request Removal From Register Overview
If a company has decided to close its doors and cease to do business, it is not good enough to simply “close the doors” of the company. Proper notice of this intention must be filed with the Companies Office of Jamaica (COJ).
The life of a company is usually terminated by a detailed process which includes:
- winding-up/liquidation,
- dissolution, and
- removing the company from the Register of Companies.
At the end of the winding-up/liquidation process the company is essentially a shell and to complete the process the company must be dissolved. Upon dissolution the company ceases to exist and should then be removed/struck-off the Register of Companies.
Closing a Business/Company under the Companies Act:
- A Business (partnership/sole trader/trade name) may be closed by notice in writing to the Companies Office of Jamaica
- A Company, which has no assets or liabilities can simply be removed from the register of companies in accordance with the Companies Act, if in the Registrar’s opinion and satisfaction, the company is no longer carrying on business.
- If a Company, which has assets and/or liabilities, is solvent - that is, the company’s assets exceed its liabilities and the company is able to pay all of its creditors in full within 12 months, including statutory interest,- it must first be wound-up in accordance with the Companies Act, before it can be removed from the register of companies.
An Insolvent Company cannot be wound up under this Act, but instead must proceed under the Insolvency Act - See "Dissolve a Business".
To learn more about removing your company from the Registry, continue to the next step of this business process guideline.
The Companies Act empowers the Registrar of Companies to remove from the Register of Companies, any business or solvent company that either:
- Requests in writing to be removed; or
- There is reasonable cause to believe that the company is not carrying on business or is not in operation.
You will need to visit the Companies Office of Jamaica (COJ) to collect and file the relevant forms. You may also download them from the COJ’s website or request them via email at custsupport@orcjamaica.com for printing, completion and then filing.
Application Requirements:
In order to ensure your application is processed expeditiously and within the relevant timeframe, please ensure all the forms are fully completed and any required supporting documents and information are submitted along with your application.
Removal by Request - A Request for Removal in writing to the Companies Office of Jamaica (COJ), shall be done via a letter that must be signed by all or a majority of the directors or an authorized official of the company; and must expressly state that the business/company wishes to be removed from the Register of Companies.
A Business: That is a partnership/sole trader/a person operating under a trade name, may request in writing that the business be removed from the Companies’ Register. In order to do this, the business should take the following steps:
File any outstanding documents with the COJ - (Annual Returns, notices etc., to bring the business’ filings up to date)
Submit the following documents to the COJ:
- Request for Removal to the COJ - a signed letter requesting removal from the Registry
- Completed COJ Form BN6
- Where a partnership is being closed and all partners have not signed the BN6 a BN8 must also be submitted.
- Original Business Name Certificate
A Company, which has no assets or liabilities: A company which has ceased to operate and/or has no assets or liabilities, may request removal under the Companies Act. In order to do this, the company should take the following steps:
- Pass a Special Resolution - Members’ pass a resolution for the company to be dissolved
- Prepare an Auditor’s statement - verifying status (no assets/liabilities)
- File any outstanding documents with the COJ - (Annual Returns, notices etc., to bring the company’s filings up to date)
Submit the following documents to the COJ:
- Request for Removal to the COJ - a signed letter stating that the company wishes removal from the Register of Companies
- Original Certificate of Registration
- Auditor’s Statement – letter from company’s Auditor/Chartered Accountant certifying that the Company has neither assets nor liabilities.
File any outstanding documents with the COJ - (Annual Returns, notices etc., to bring the company’s filings up to date)
- Removal by Winding-up/Liquidation - A solvent company with assets and/or liabilities must be wound-up/liquidated before it can be removed from the Registry. Winding-up would generally be done voluntarily either by the members or by the company's creditors.
A Company, which has assets and/or liabilities: A business incorporated as a limited liability company, which is solvent but still has assets or liabilities must proceed by way of Liquidation. That is, it must first be wound-up in accordance with the Companies Act. In order to do this, the company should take the following steps:
- Pass a Special Resolution - Members’ pass a resolution for the company to be wound-up and dissolved
- File any outstanding documents with the COJ - (Annual Returns, notices etc., to bring the company’s filings up to date)
- Company liquidated
- Prepare an Auditor’s statement - verifying status (liquidation completed)
Submit the following documents to the COJ:
- Request for Removal to the COJ - a signed letter stating that the company wishes removal from the Register of Companies
- Original Certificate of Registration
- Auditor’s Statement - letter from company’s Auditor/Chartered Accountant certifying that the Company has been liquidated.
It should be noted that an Insolvent Company which has already been liquidated in accordance with the Insolvency Act, once dissolved, should file a request to be removed/struck-off the Register of Companies by submitting the relevant documents for companies indicated above.
For more information on this business process visit the COJ at https://www.orcjamaica.com
Submission Requirements:
Once your form(s) and supporting information/documents have been completed, signed and certified as required, you will need to visit the COJ to submit your request for removal and pay the relevant processing fees.
Companies Office of Jamaica
Head Office
1 Grenada Way,
Kingston 5
Tel: 1 (876) 908-4419/26
Email: custsupport@orcjamaica.com
Monday - Wednesday: 8:30 am – 3:30 pm
Thursday – Friday: 8:30 am – 3:00 pm
Montego Bay - Branch
10 Delisser Drive,
(Office of the Prime Minister)
Tel: 1 (876) 276-9558/940-4572/940-5742
Monday - Thursday: 9:00 am – 3:30 pm
Friday: 9:00 am – 3:00 pm
An original valid government issued identification of the principal director and/or the person declaring the accuracy of the form(s) must be presented to the Companies Office.
The various costs associated with removing your business or company from the Register are indicated below.
Processing Fees:
| BN6 Closure of Registration of Business: |
JMD $600 |
| BN8 Statutory Declaration: |
No Fee |
| Letter Requesting Removal/Auditor’s Certificate (includes advertising fee): |
JMD $4500 |
| Resolution to Appoint Liquidator/Notice of Appointment of Liquidator: |
JMD $6000 |
| Declaration of Solvency: |
JMD $3000 |
| Resolution re: Liquidation: |
JMD $3000 |
| Notice of Appointment of Liquidator: |
JMD $3000 |
| Statement of Liquidator’s Accounts: |
JMD $3000 |
| Return of Final Winding-Up Meeting/Disposal of Books: |
JMD $6000 |
| Advertising Fees (Removal of Company): |
JMD $1500 |
| Removal at the Request of the Company (Letter signed by Directors): |
JMD $3000 |
Costs/fees related to filing any outstanding documents are separate - see COJ Fees.
Please note: Fees are subject to updates.
Processing Times:
- Processing and approval of your Request for Removal - five (5) working days.
- Removal from the Registry - six (6) months to one (1) year.
Once submitted your documents are then reviewed to ensure that they are fully and accurately completed and to verify the information provided. If the documents are in order, then your business or company will be removed from the Register of Companies and a notice published in the Gazette and a copy is issued.
At the end of the process you would have received the following:
- Your Notice of the Publication in the Gazette (of the dissolution)
- Your Business/Company is removed from the Register of Companies
