Non-profit Companies

All you need to know about Non-profit Companies

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What is a Non-profit Company?

A non-profit company” is a company without shares in capital or dividends for its members. Any profits are to be used in furthering its business.

To qualify for incorporation as a non-profit company, the company’s business must be restricted to “one that is of a patriotic, religious philanthropic, charitable, educational, scientific, literary, historical, artistic, social, professional, fraternal, sporting or athletic nature, or the like, or to the promotion of some other useful object” (Section. 328, The Companies Act 1995).

What is required for the registration of a Non-profit Company?

The following documents are required for registration of Companies:

  • Acquire the approval of the Attorney General before incorporating a non-profit company.
  • The constitutional documents of the company (Articles of Incorporation)
  • By laws
  • Notice of Directors (A minimum of three directors). 
  • Notice of  Registered office

The Attorney General Chamber will request a copy of the constitutional documents and may request for additional documentation depending on the specific objective of the company

 

The articles of a non-profit company shall be in the prescribed form, and shall state:

  • the restrictions on the business that the company is to carry on;
  • that the company has no authorised share capital and is to be carried on without pecuniary gain to its members, and that any profits or other accretions to the company are to be used in furthering its business.
  • if the business of the company is of a social nature, the address in full of the clubhouse or similar building that the company is maintaining; and
  • that each first director becomes a member of the company upon its incorporation. A non-profit company shall have no fewer than three directors

How do I gain the approval for incorporation as a Non-profit Company?

Prior approval will be required from the Attorney General before a non-profit company is incorporated. Application for registration of a non-profit company is made on Form 2.

Can I name my Non-profit Company an “Incorporated” or “inc.”?

Notwithstanding section 10 of the Companies Act 1995, the word “incorporated” “Incorporated”, “corporation” or the abbreviation “inc” or “corp” shall be the last word of the name of each non-profit company; but a non-profit company may use and be legally designated by either the full or the abbreviated form. (Section 331. (1) of 1995 Act)

What are the requirements for Directors?

  1. A non-profit company shall have no less than three directors.
  2. The Articles of Incorporation or by-laws of a non-profit company may provide for individuals becoming directors by virtue of holding some office outside the company. (Per Section 330 of the Companies Act 1995;)

What are the exemptions for a Non-profit Company?

  1. A non-profit company is exempted from sections 149 to 156 of the Act, but the company must within fifteen days after its annual meeting, send to the Registrar a copy of its manual financial statement showing:
    • The assets and liabilities of the company in the form of a balance sheet.
    • The revenue and expenditure of the company since the date of incorporation or the date of the previous financial statement.
  1. The annual financial statement mentioned in sub-regulation (1) must be accompanied by the report of the auditor of the company and must be approved by the directors of the company and the approval must be evidenced by the signature of one or more directors.

Should I file reports to the Registrar for Non-profit Companies?

  1. Yes. A non-profit company from one year after its incorporation and thereafter in each year file with the Registrar a report containing the following:
    • any monetary donation made to the company in excess of twenty-five thousand ($25,000.) dollars;
    • the name, current address and occupation of the members and directors;
    • the purpose for which the donations were applies;
    • the amount of any loan obtained by the company, the lender and the terms of repayment;
    • the names and positions held by its employees
  2. A report for the purposes of subsection (1) shall be filed no later than 30 working days after the due date.
  3. Where no report is filed after the due date, the company shall be liable to pay the sum of one thousand dollars for each month or part thereof on account of the failure to file the report as required under this section.
  4. Where there is a failure by a company to file a report for a period of six months or more, the Registrar may revoke the incorporation after giving notice to the company not less than 14 days of the intention to do so.
  5. A director or officer of the company who knowingly refused to file the report under subsection is guilty of an offence and is liable on summary conviction to a fine not exceeding five thousand dollars.

Company Fees

Fees for Companies

 

Matter or Proceeding Amount (EC$)
Certificate of Incorporation $500.00
Restoring Name to Company Register $300.00
Certificate of Amended Articles $300.00
Certificate of Restated Articles of Incorporation $300.00
Certificate of Amalgamation of Two Companies $500.00
Each Additional Company $200.00
Certificate of Continuance $300.00
For filing a court order for continuance $100.00

 

To accompany a Prospectus or Statement in Lieu of Prospectus sent to the Registrar $200.00
Exemption Under Section 144 $50.00
Exemption Under Section 150 or 154 $50.00
For an Uncertified Copy of any document or part thereof, in addition to the fees for Search of a company per page $1.00
For Certification of any document $40.00
For any Certificate or Certification for which a Fee is Not Approved $25.00
For Search $40.00
For any filing, certificate or certification for which a fee is not provided herein $50.00
For Reservation of a Name Under Section 514 $50.00
For Filing any document unrelated to anything for which a Fee is provided above $25.00
Annual Returns $350.00
Penalty for late filing of annual returns (subsequent to the deadline the Registrar may levy from that day and for 90 days thereafter). $50.00

Non-Profit Checklist

The following documents are required for registration of Companies:

The articles of a non-profit company shall be in the prescribed form, and shall state: