Miscellaneous Provisions (Registrar General, Companies, Registration of Business Names, and Non-Profit Organisations) Act, 2024

BILL AN ACT to amend the Registrar General’s Act, Chap. 19:03, the Companies Act, Chap. 81:01, the Registration of Business Names Act, Chap. 82:85, and the Non-Profit Organisations Act, No. 7 of 2019 [Assented to 1st May, 2024] ENACTED by the Parliament of Trinidad and Tobago as follows:

1. The Act may be cited as the Miscellaneous Provisions (Registrar General, Companies, Registration of Business Names, and Non-Profit Organisations) Act,

Enactment Short title Fourth Session Twelfth Parliament Republic of Trinidad and Tobago REPUBLIC OF TRINIDAD AND TOBAGO Act No. 4 of 2024 [L.S.] Legal Supplement Part A to the “Trinidad and Tobago Gazette”, Vol. 63, No. 74, 2nd May, 2024

2. This Act comes into operation on such day as is fixed by the President by Proclamation.
3. The Registrar General’s Act is amended— (a) by inserting after section 1, the following new section: 1A. In this Act— “administrative documents” means documents relating to policies and decision making processes, or measures dealing with organisa￾tional administrative or budgetary matters of the Office of the Registrar General; “data message” means any document, correspondence, memorandum, book or other information generated by, sent to or received from or stored in the electronic system; “document” means— (a) any written informa￾tion relating directly or indirectly to applications or filings in the Office of the Registrar General; (b) any written state￾ment required by the Registrar General; or Commencement Chap. 19:03 amended “Interpretation 90 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(c) any recording generated in any manner whatso￾ever, including an automated recording device and computer programme required to retrieve informa￾tion in usable form; “electronic” means technology having electronic, magnetic, wireless, optical or similar capabilities used for creating, recording, transmitting, storing or generating informa￾tion in digital or other intangible form; “electronic system” means an information system established and maintained by the Registrar General under section 5A(2); “information system” has the meaning assigned to it under section 2 of the Electronic Transactions Act; “Public Record” means all indexes and documents maintained by the Registrar General for examination by the Chap. 22:05 No. 4 Miscellaneous Provisions (Registrar General, 2024 91 Companies, Registration of Business Names, and Non-Profit Organisations)

public pursuant to any written law administered by the Registrar General such as Wills, Deeds, Instruments, corporate documents, judge￾ments and lis pendens but does not include private Registers and administrative documents; “user” means a person who has been registered as a user of the electronic system and issued with a user account unique identifier; and “user account unique identifier” means a unique identifier generated and issued by the Registrar General to a registered user under section 5D.”; (b) in section 2— (i) in subsection (1), by inserting after the words “Deputy Registrars General” the words, “one or more Senior Assistant Registrars General”; (ii) in subsection (2), by— (A) deleting the word “and” and substituting the words “, the office of a Senior Assistant Registrar General and”; and 92 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(B) inserting after subsection (2), the following new subsection: “(2A) The Registrar General shall be responsible for the management and control of the Office of the Registrar General and the Registrar General may do anything which is calculated to facilitate or is incidental to the discharge of his function, subject to the general direction of the Minister with responsibility for the Office of the Registrar General.”; and (C) inserting after subsection (3), the following new subsection: “(4) The Registrar General may also have an official electronic seal with the words “Registrar General Trinidad and Tobago” upon it.”; (c) in section 3— (i) in subsection (1), by— (A) inserting after the word “General” where it occurs second, the words “or a Senior Assistant Registrar General”; and No. 4 Miscellaneous Provisions (Registrar General, 2024 93 Companies, Registration of Business Names, and Non-Profit Organisations)

(B) by deleting the words “Registrar General’s Department” and substituting the words “the Office of the Registrar General”; (ii) in subsection (2), by inserting after the word “General” where it occurs second, the words “and every Senior Assistant Registrar General”; (d) in section 4(5), by deleting all the words after the word “Act” and substituting the words “or any other written law may be kept in any form, as approved by the Registrar General, inclusive of an electronic system.”; (e) by deleting section 5 and substituting the following new section 5. All persons shall have access to and be permitted to search all Public Records and also to inspect, examine and take notes or extracts from Public Records on payment of the prescribed fee.”; (f) by inserting after section 5, the following new sections: 5A. (1) Where the Registrar General carries out, in electronic form, any of the functions identified at section 53 of the Electronic Transactions Act, in respect of— (a) the Registration of Deeds Act; (b) the Registration of Titles to Land Act; “Use of an Electronic system Chap. 19:06 Act No. 16 of 2000 “Affiliated corporations 94 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(c) the Conveyancing and Law of Property Act; (d) the Real Property Act; (e) the Companies Act; (f) the Registration of Business Names Act; (g) the Non-Profit Organisa￾tions Act; or (h) any other written law administered by the Registrar General, those functions may be carried out using an electronic system. (2) For the purposes of subsection (1)— (a) the Registrar General shall identify the electronic system to be utilised for the purpose; and (b) may charge a service fee for use of the electronic system. (3) Where the Registrar General is required to— (a) provide a certificate; (b) receive, file or register a document; (c) provide a copy of or extract from any document required to be received, filed or registered; and (d) carry out any other function, Chap. 56:01 Chap. 81:01 Chap. 82:85 Chap. 56:02 Act No. 7 of 2019 No. 4 Miscellaneous Provisions (Registrar General, 2024 95 Companies, Registration of Business Names, and Non-Profit Organisations)

it may be provided, received or carried out in electronic form. (4) The Registrar General may, in relation to the use of the electronic system, the user account and user account unique identifier referred to in section 5D, impose conditions as necessary for the effective administration of the electronic system on registered users. (5) Public Records and private records required to be kept and maintained by the Registrar General under this Act or any other written law may be in any form, as approved by the Registrar General, inclusive of an electronic system. (6) The Registrar General may retain all information or data messages received in all documents required to be submitted or delivered to or received, filed or registered by the Registrar General pursuant to this Act or any other written law. 5B. (1) The Registrar General may determine that any document required to be— (a) submitted or delivered to; or (b) received by, filed with or registered by, Registrar General may require use of electronic system for documents 96 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

the Registrar General, pursuant to any written law administered by the Registrar General, may be so submitted, delivered or received, filed or registered via an electronic system identified, established or maintained by the Registrar General for that purpose and that document may be in electronic form. (2) Where a document is submitted, delivered to or received, filed or registered by the Registrar General via an electronic system identified, established or maintained by the Registrar General for that purpose, that document, endorsed as required, with the word “Registered”, may be provided in electronic form. 5C. (1) An electronically generated form of any certificate or document shall be— (a) conclusive proof, in the case of a certificate, of the matters stated therein, in the case of a document filed or registered by the Registrar General, of the filing or registra￾tion of that document; and (b) in all proceedings, received or admissible in evidence. Electronically generated document to be used as evidence No. 4 Miscellaneous Provisions (Registrar General, 2024 97 Companies, Registration of Business Names, and Non-Profit Organisations)

(2) Where a certificate or document has been electronically generated, the certificate, document or certified copy with a handwritten signature is not required for— (a) any certificate or document issued by the Registrar General; or (b) any document filed or registered by the Registrar General, pursuant to any written law, which is duly certified to be a true copy or extract by the signature of the Registrar General mechanically produced. 5D. (1) No person shall access the electronic system established by the Registrar General unless he has been issued with a user account unique identifier or other credentials issued by the Registrar General. (2) An individual, firm and legal person or such other entity who or which wishes to use an electronic system administered by the Registrar General shall apply to the Registrar General in the prescribed form for the issue of a user account unique identifier or other credentials. User account unique identifier 98 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(3) An individual under subsection (2) may be required to submit the following: (a) the full name, former name, nationality at birth, current nationality, date of birth, gender, occupation, current residential address, postal address, email address and telephone number; (b) in the case of nationals of Trinidad and Tobago, the Personal Identification Number on the Trinidad and Tobago birth certificate; (c) proof of change of name, where applica￾ble; (d) a copy of two valid forms of photo identifica￾tion; (e) a headshot with one submitted form of identification held next to face; (f) Professional Practicing Certificates, in the case of attorneys-at￾law or accountants; (g) Registration Certificate from the Financial Intelligence Unit of Trinidad and Tobago; and No. 4 Miscellaneous Provisions (Registrar General, 2024 99 Companies, Registration of Business Names, and Non-Profit Organisations)

(h) such other informa￾tion as required by the Registrar General. (4) A firm, legal person or entity referred to in subsection (2), may be required to submit the following: (a) the name of the firm, legal person or entity; (b) current address or postal address; (c) an email address for the firm, legal person or entity; (d) a telephone number for the firm, legal person or entity; (e) country of incorpora￾tion or formation; and (f) authorised officer information as deter￾mined by the Registrar General. (5) Where an applicant submits false documents or information, he commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment of three years and the application may be refused. (6) Where an applicant submits fraudulent documents or information, he commits an offence and is liable on summary conviction to a fine of fifty thousand dollars and to imprisonment of five years and the application may be refused. 100 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(7) A person who submits information or documents under subsections (3) or (4) that— (a) contain an untrue statement of a material fact; or (b) omits to state a material fact which may mislead, commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for a term of three years. (8) A person does not commit an offence under sub￾section (7) if the making of the untrue statement or the omission of the material fact was unknown to him and with the exercise of reasonable diligence could not have been known to him. (9) When an offence under subsection (7) has been committed by, a person who is not an individual under subsection (2), the director or officer or partner also commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for a term of three years. (10) Upon submission of the information and documents required under subsections (3) and (4), the Registrar General No. 4 Miscellaneous Provisions (Registrar General, 2024 101 Companies, Registration of Business Names, and Non-Profit Organisations)

may issue to the applicant a user account unique identifier or other credentials to access the electronic system or to affix an electronic signature to a document to be submitted or delivered to or received, filed or registered by the Registrar General utilising the electronic system and the applicant will be considered to have a user account. (11) A person who obtains a user account unique identifier or other credentials for use in an electronic system administered by the Registrar General shall, within fourteen days of any change to the information under subsections (3) and (4), update the information provided under subsections (3) and (4) directly to the electronic system. (12) Where information is to be updated to add a person to a record in the electronic system under— (a) the Companies Act; (b) the Registration of Business Names Act; (c) the Non-Profit Organisations Act; and (d) any other written law under which the Registrar General has a responsibility, 102 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

that person is required to consent to being added to the record. (13) A person who fails, without reasonable excuse, to comply with subsection (11) commits an offence and is liable on summary conviction to a fine of ten thousand dollars and imprisonment for a term of three years. (14) Notwithstanding sub￾section (13), the responsibility for ensuring that the information is correct, complete and in full compliance with this Act or any other written law shall lie with the person who submitted the information. (15) The Registrar General may waive any of the require￾ments set out in subsections (3) and (4). 5E. (1) The transmission or electronic record of a data message, information or document in the electronic system shall, unless the contrary is proved, be prima facie evidence that the transmission or electronic record was made or authorised by or deemed to have been made or authorised by the registered user to whom the user account or user account unique identifier or other credentials were used. Use of the electronic system No. 4 Miscellaneous Provisions (Registrar General, 2024 103 Companies, Registration of Business Names, and Non-Profit Organisations)

(2) The Registrar General is not required to conduct investigations or verification processes into any matter regarding the transmission or electronic record of a data message, information or document in the information system. 5F. (1) The Registrar General may suspend the registration of a user where he is satisfied that the user— (a) failed to comply with a condition imposed; or (b) has been convicted of an offence related to the improper use of, or interference with, the electronic system. (2) Where the Registrar General suspends the registra￾tion of a user under subsection (1), he shall provide reasons in writing for such suspension. (3) The Registrar General may cancel the registration of a person who has been convicted of an offence related to the improper use of, or interference with, the electronic system. (4) Where the Registrar General suspends a user account for failure to comply with a condition imposed— (a) the Registrar General shall notify the user of the suspension; and Cancellation of user account 104 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(b) where the user fails to rectify the failure within thirty days of said notification, the Registrar General may extend the suspension for a further period, to be determined by the Registrar General. (5) A user who is aggrieved by a decision of the Registrar General under this section may appeal the decision to the court. 5G. Any person who— (a) falsifies or, without the permission of the Registrar General, deletes, damages, alters or impairs any record, data message or information stored in the electronic system or on any other medium on which any informa￾tion obtained from the electronic system is held or stored; (b) being registered as a user of the electronic system or an employee or agent of a user, fails to comply with any condition imposed by the Registrar Unauthorised use of the electronic system an offence No. 4 Miscellaneous Provisions (Registrar General, 2024 105 Companies, Registration of Business Names, and Non-Profit Organisations)

General with respect to the use or security of the user account unique identifier issued to the user; (c) not being registered as a user of the electronic system or an employee or agent of a user, uses a user account unique identifier without the authority of the registered user; (d) being registered as a user of the electronic system, uses the user account unique identifier of any other registered user; and (e) being registered as a user of the electronic system, intentionally makes any unauthorised copies of any record or information stored in the information system or other medium on which information obtained from the electronic system is stored, is liable on summary conviction to a penalty of one hundred and twenty-five thousand dollars. 5H. (1) Subject to subsection (2), a person who knowingly and without authority causes an Unauthorised modification of the electronic system 106 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

unauthorised modification of any programme or data held in the electronic system commits an offence and is liable on conviction on indictment to a fine of ten thousand dollars and to imprisonment for three years. (2) Where damage to the electronic system is caused as a result of an offence committed under subsection (1), the person convicted of the offence shall be liable to an additional fine of five thousand dollars. (3) For the purposes of this section— (a) it is immaterial that the modification in question is not directed at— (i) any particular programme or data; (ii) a programme or data of any kind; or (iii) a programme or data held in the electronic system; (b) it is immaterial whether an unauthorised modifica￾tion is or is intended to be permanent or merely temporary; and No. 4 Miscellaneous Provisions (Registrar General, 2024 107 Companies, Registration of Business Names, and Non-Profit Organisations)

(c) a modification of any programme or data held in the electronic system takes place, if by the operation of any function of the electronic system concerned— (i) any programme or data held in the electronic system is altered or erased; (ii) any programme or data is added to or removed from any programme or data held in the electronic system; or (iii) any act occurs which impairs the normal operation of the electronic system, and any act which contributes towards causing such modifica￾tion shall be regarded as causing it. 5I. (1) Subject to subsection (2), a person who knowingly and without authority— (a) interferes with, interrupts, or obstructs the lawful use of the electronic system; or Unauthorised obstruction of the electronic system 108 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(b) impedes, prevents access to, or impairs the usefulness of any programme or data on the electronic system, commits an offence and is liable on conviction on indictment to a fine of ten thousand dollars and to imprisonment for ten years. (2) Where damage is caused to the electronic system as a result of an offence committed under subsection (1), the person convicted of the offence shall be liable to an additional fine of five thousand dollars. 5J. A person who knowingly and without authority engages in conduct which causes the electronic system to cease to function permanently or temporarily, commits an offence and is liable on conviction on indictment to a fine of ten thousand dollars and to imprisonment for ten years. 5K. A person employed in the Office of the Registrar General shall subscribe to a declaration in the prescribed form before a Justice of the Peace. 5L. (1) A person employed in the Office of the Registrar General, shall regard and deal with all documents, entries, statements and data messages as Causing the electronic system to cease functioning Declaration of Confidentiality Confidentiality No. 4 Miscellaneous Provisions (Registrar General, 2024 109 Companies, Registration of Business Names, and Non-Profit Organisations)

secret and confidential and shall not disclose such documents, entries, statements and data messages unless authorised to disclose by the Registrar General or any written law or by order of the court. (2) A person employed in the Office of the Registrar General, who discloses any information required to be kept confidential and contained in any document, entry, statement or data message received under this Act to any person other than a person to whom he is authorised by the Registrar General or any written law to disclose it or by order of the Court, commits an offence and is liable on summary conviction to a penalty of fifty thousand dollars and imprisonment for a term of five years.”. (g) renumber section 6 as section 6(1) and insert after section 6(1), as renumbered, the following new subsections: “(2) A certified copy issued under subsection (1) may be issued in any form approved by the Registrar General. (3) Subsection (2) shall apply to such records, documents and indexes required to be kept and maintained in an electronic system for such purposes. 110 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(4) Nothing in this section shall preclude the Registrar General from reverting to the manual system where, in his opinion, such a revision is necessary.”; (h) by— (i) renumbering section 7 as section 7(1); and (ii) inserting after section 7(1), as renumbered, the following new subsection: “(2) The Minister may, by Order, amend the Schedule.”; (i) in section 9— (i) in subsection (1), by deleting the word “office” and substituting the word “Office”; (ii) by inserting after subsection (2), the following new subsection: “(2A) The Registrar General may, by Rules made under section 10(1), alter the length of period referred to in subsection (1) for the transaction of business conducted through an electronic system established for such purposes.”; (j) by inserting after section 9, the following new section: 9A. None of the following: (a) the Office of the Registrar General; (b) the Registrar General; or “Immunity from suit No. 4 Miscellaneous Provisions (Registrar General, 2024 111 Companies, Registration of Business Names, and Non-Profit Organisations)

(c) a staff member or a person who is authorised to perform or exercise a function or power of or on behalf of the Registrar General, is liable to any action or other proceedings for damages for or in relation to an act done or omitted to be done in good faith in performance or purported performance of any function, or in exercise or purposed exercise of any power conferred or expressed to be conferred by or under this Act.”; (k) in section 10— (i) in subsection (1)— (A) in the chapeau, by deleting the words “Registrar General’s Department” and substituting the words “Office of the Registrar General”; and (B) in paragraphs (a) and (g), by deleting the word “office” wherever they occur, and substituting the word “Office”; and (ii) by inserting after subsection (1), the following new subsection: “(1A) Rules under sub￾section (1) may provide for the establishment and maintenance of an electronic system in relation to 112 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

anything required to be registered and maintained by the Registrar General.”; (l) by inserting after section 10, the following new section: 11. (1) The Minister may make regulations generally for the administration of this Act and for any other matter required to be prescribed or for which Regulations are required under this Act. (2) Notwithstanding the generality of subsection (1), the Minister may make regulations for the operations of the electronic system, including the issuance of an user account unique identifier or other credentials. (3) Regulations made under subsection (1) may create offences and prescribe penalties for offences committed. (4) N o t w i t h s t a n d i n g section 63(1) of the Interpreta￾tion Act, regulations made under this Act may prescribe a penalty not exceeding a fine of ten thousand dollars and imprisonment for six years. (5) Regulations made under this section shall be subject to negative resolution of Parliament.”; and No. 4 Miscellaneous Provisions (Registrar General, 2024 113 Companies, Registration of Business Names, and Non-Profit Organisations)

(m) deleting the Schedule and substituting the following new Schedule: “SCHEDULE PART A (a) standard fee for any document $100.00 registered as a Deed (b) any other document, e.g., $100.00 lis pendens, judgments, charges, Bills of Sale, releases and upstamping, thereof not registered as a Deed PART B (a) for a certified copy of any document $100.00 (b) other certificates … … … … $100.00 (c) attendance of an officer of the Office of the Registrar General to produce in court any document in the custody of the Registrar, $100.00 for each day of the officer’s attendance PART C (a) general search per day of the $50.00 indexes within the limits set by the Registrar General (b) search per day of a single index $10.00 within the limits set by the Registrar General (c) examination of any single Deed or $10.00 other document (d) for a search conducted by the $500.00 Registrar General in addition to the fees at (a) and (b) above PART D (a) Monthly service fee to $300.00-$1,500.00 access the electronic system subject to such terms and conditions as the Registrar General may impose (b) daily service fee to access $5.00 the electronic system subject to such terms and conditions as the Registrar General may impose.”. 114 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

4. The Companies Act is amended— (a) in section 4— (i) by inserting after the definition of “auditor”, the following new definition: ““authorised corporate service provider” means an attorney￾at-law or accountant who is registered with the Registrar General to perform functions pursuant to the Companies (Electronic Filing) Regula￾tions, 2023 and who has been authorised to act on behalf of and to bind an incorporator, director or secretary of the company;”; (ii) in the definition of “beneficial interest”, by deleting the words “or debentures” and substituting the words “, debentures or member￾ships”; and (iii) in the definition of “Commission” by deleting the words “under section 3(1) of the Securities Industry Act” and substituting the words “under section 5 of the Securities Act”; (b) in section 8, by inserting after subsection (2), the following new subsection: “(3) Articles of incorporation under subsection (1) may be signed and delivered by the incorporator or an authorised corporate service provider.”; Chap. 81:01 amended No. 4 Miscellaneous Provisions (Registrar General, 2024 115 Companies, Registration of Business Names, and Non-Profit Organisations)

(c) in section 9, in subsection (2B), by inserting after the words “secretary of the company” the words, “or an authorised corporate service provider”; (d) in section 33— (i) in subsection (1), by inserting after the word “shares”, the words “or membership interests”; (ii) in subsection (1A), by deleting paragraphs (a) and (b) and substituting the following new paragraph: “(a) within thirty days of the incorporation of a company for profit, the company shall issue shares or membership interests in respect of the company for such consideration or in such amount, as the case may be, as the directors shall determine; or (b) all companies which are incorporated before the commencement of this subsection and have not, on or before the commencement of this subsection, issued shares or membership interests in respect of the company, shall within six months of the commencement of this subsection or such other period as the Minister may, by Order, 116 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

prescribe, issue shares or membership interests in respect of the company for such consideration or in such amount, as the case may be, as the directors shall determine.”; (iii) by deleting subsection (1B), and substituting the following new subsections: “(1B) A company, when issuing or transferring shares or membership interests, shall, in accordance with Part VA— (a) obtain the beneficial ownership informa￾tion of those shares or membership interests; and (b) within forty-five days of such issuance or transfer, deliver to the Registrar, a return in the prescribed form. (1C) A company, when purchasing or redeeming its shares or membership interests shall, within thirty days from the date of the purchase or redemption of the shares or membership interest, deliver to the Registrar a return in the prescribed form in accordance with section 337C. No. 4 Miscellaneous Provisions (Registrar General, 2024 117 Companies, Registration of Business Names, and Non-Profit Organisations)

(1D) Where a company fails to comply with sub￾section (1A), (1B) or (1C), the company and every director and officer of the company who is in default, commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for three years and for every day in which the offence continues, a further fine of three hundred dollars.”; (e) in section 71(1), by inserting after the words “company” where it occurs second, the words “which shall be certified by the incorporator or an authorised corporate service provider”; (f) in section 79(1), by inserting after the word “change” where it occurs second, the words “which shall be certified by a director or office of the company or an authorised corporate service provider”; (g) in section 139(1), by deleting the definition of “broker” and substituting the following new definition: ““broker” has the meaning assigned to it under section 4 of the Securities Act;”; (h) in section 176, in— (i) subsection (1), by inserting after the word “company”, the words “which shall be certified by the incorporator or an authorised corporate service provider”; and 118 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(ii) subsection (2), by inserting after the word “change” where it occurs second, the words “which shall be certified by a director or officer of the company or an authorised corporate service provider”; (i) in section 177(2), by deleting paragraph (a) and substituting the following new paragraph: “(a) the name, nationality or jurisdiction of incorporation or formation, occupation or status, the latest known address or registered office, telephone number, email and other contact details of each person who is a member;”; (j) in section 178, by inserting after sub￾section (4), the following new subsection: “(4A) The returns under sub￾section (4), shall be certified by a director or officer of the company or, an authorised corporate service provider.”; (k) in section 190(3), by deleting the words “337C(6)” and substituting the words “337B(2B)”; (l) in section 194(2), by inserting after the word “company”, the words “or an authorised corporate service provider”; (m) in section 217(1), by inserting after the word “form”, the words “which shall be certified by a director or officer of the company or an authorised corporate service provider”; No. 4 Miscellaneous Provisions (Registrar General, 2024 119 Companies, Registration of Business Names, and Non-Profit Organisations)

(n) in section 219(2), by inserting after the word “form”, the words “and which shall be certified by a director or officer of the company or an authorised corporate service provider”; (o) in section 225(1), by inserting after the word “form”, the words “and which shall be certified by a director or officer of the company or an authorised corporate service provider”; and (p) in section 318, in subsection (2)— (i) by inserting after the words “shall be”, the words “certified by a director or officer of the external company or an authorised corporate service provider or an attorney-at￾law and”; and (ii) in paragraph (b), by deleting the word “copy”; and substituting the words “certified copy”; (q) in section 329(1), by inserting after the word “effect”, the words “and which shall be certified by a director or officer of the external company or an authorised corporate service provider”; (r) in section 332— (i) in subsection (1) in the closing words, by deleting all the words after the word “made,” and substituting the words “notify the Registrar of such and file with the Registrar duly certified copies of the instruments by which the change has been made certified in the same manner as provided for in section 318(2)(a)”; 120 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(ii) by repealing subsection (3) and substituting the following new subsection: “(3) Within thirty days after a change is made— (a) among the directors of an external company; (b) to the registered or head office of the external company outside of Trinidad and Tobago; or (c) to the principal office of the external company inside of Trinidad and Tobago, the external company shall deliver to the Registrar a notice in the prescribed form which shall be certified by a director or officer of the external company or an authorised corporate service provider, setting out the change and accompanied by the prescribed fee, and the Registrar shall file the notice.”; (iii) by inserting after subsection (5), the following new subsections: “(6) Where an external company issues, purchases, redeems or registers a transfer of shares or member interest, it shall within thirty days deliver No. 4 Miscellaneous Provisions (Registrar General, 2024 121 Companies, Registration of Business Names, and Non-Profit Organisations)

a return which shall be certified by a director or officer of the external company or an authorised corporate service provider to the Registrar, notifying the Registrar of the issuance, purchase, redemp￾tion or transfer. (7) An external company who fails to comply with sub￾section (1) commits an offence. (8) Subsection (6) shall not apply to external companies publicly traded on the stock exchange.”; (s) in section 333 in subsection (2), by inserting after the word “external company”, the words “or an authorised corporate service provider”; (t) in section 335 in the chapeau, by inserting after the word ”Every” the word “external” ; (u) by renumbering section 337 as 337(1) and inserting after section 337(1), as renumbered, the following new sub￾section: “(2) A director or officer of the company or an authorised corporate service provider, shall certify the contents of a return made under section 337C.”; (v) in section 337A by deleting subsection (2) and substituting the following new subsection: “(2) For the purposes of this Part— 122 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

“beneficial owner” means in respect of companies or external companies subject to this Act, other than in the case of a company or external company listed on a regulated market that is subject to disclosure requirements which ensure adequate transparency of ownership information,— (a) the natural person who owns or controls ten per cent or more of the shares or membership interest of a company or external company through— (i) direct own￾ership; or (ii) indirect ownership; or (iii) c o n t rol through other means; (b) the natural person who exercises ultimate effective control of the company or external company indirectly or through other means; or No. 4 Miscellaneous Provisions (Registrar General, 2024 123 Companies, Registration of Business Names, and Non-Profit Organisations)

(c) if no person is identified under paragraphs (a) or (b), the natural person who holds the position of senior managing official.”; (w) in section 337B— (i) by deleting subsections (1) and (2) and substituting the following: “(1) A company shall ascertain and obtain information as to all the beneficial owners of the company, together with any supporting documenta￾tion, whether before the commencement of the Companies (Amendment) Act, 2019 or after the commence￾ment of the Companies (Amendment) Act, 2019. (2) A company shall issue a notice in the prescribed form to all shareholders or to members whose liability is limited by guarantee or both shares and guarantee— (a) within thirty days of the commencement of this subsection, where a company issued shares prior to or after the commencement of the Companies (Amendment) Act, 2019 and failed to comply with sub￾section (1); 124 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(b) within thirty days of the commencement of this subsection, where a company issued membership interests prior to or after the commencement of the Companies (Amendment) Act, 2019; and (c) at the time of the issuance of shares or membership interests, where a company issues shares or membership interests after the commence￾ment of this sub￾section. (2A) The notice referred to in subsection 2 shall require that a statement be submitted to the company in accordance with section 337C. (2B) A company shall maintain and keep updated a register of all the beneficial owners containing the name, nationality, the latest known address, telephone number, email and other contact details and the date on which any person became and the date on which he ceased to be the beneficial owner as well as the basis on which he was considered a beneficial owner. No. 4 Miscellaneous Provisions (Registrar General, 2024 125 Companies, Registration of Business Names, and Non-Profit Organisations)

(2C) A company shall not remove beneficial ownership information from its register, for a period of six years after— (a) a person ceases to be a beneficial owner; or (b) the dissolution of the company. (2D) A company shall take reasonable steps to verify information on the register of the beneficial owners of the company. (2E) Where a company fails to maintain its register of beneficial owners, the company, every director and officer of the company commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for three years and for every day in which the offence continues a further fine of three hundred dollars.”; (ii) by deleting subsection (4),; and (iii) by inserting after subsection (5), the following new subsection: “(6) For the purposes of this section, references to “a company” shall include “an external company”; 126 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(x) by repealing section 337C and substituting the following new section: 337C. (1) Where, prior to or upon the commencement of this section, the name of a person is entered in the register of members of a company as the holder of ten per cent or more of the shares or membership interest in that company and that person is the beneficial owner of such shares or member￾ship interest— (a) notwithstanding section 337B, the person is exempt from submitting a statement in the prescribed form to the company; (b) the person will be deemed to be a beneficial owner and recorded on the register of beneficial owners maintained by the company; and (c) the company shall, within thirty days of the name of the beneficial owner being recorded on its register, deliver to the Registrar, a return in the prescribed form. (2) Where the name of a person is entered in the register of members of a company as the “Statement in respect of beneficial interest No. 4 Miscellaneous Provisions (Registrar General, 2024 127 Companies, Registration of Business Names, and Non-Profit Organisations)

holder of ten percent or more of the shares or membership interests in that company but the person, is not the beneficial owner of such shares or member￾ship interests the person shall, within fourteen days of the issue of a notice under section 337B, submit a statement in the prescribed form, together with any supporting documentation to the company. (3) Where a notice is not received under section 337B and— (a) a shareholder is not the beneficial owner; and (b) the name of the beneficial owner is not entered on the register, the shareholder and the beneficial owner shall submit a statement in the prescribed form to the company to that effect, together with any supporting documentation. (4) Where a person is the beneficial owner of ten per cent or more of the shares or membership interest of the company, but his name is not entered in the register of members, the person shall, within fourteen days of acquiring the beneficial interest or alternatively, the issue of a notice under section 337B(2), 128 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

submit a statement in the prescribed form, together with any supporting documentation to the company. (5) Where any change occurs in— (a) the beneficial owner￾ship of the shares or membership of a company; or (b) the particulars of the beneficial owner or shareholder, both the person referred to in subsection (2) and the beneficial owner specified in subsection (4) shall, within a period of fourteen days from the date of the change, submit a statement in the prescribed form, together with any supporting documentation, to the company. (6) A person who fails, without reasonable cause, to submit a statement, together with any supporting documenta￾tion as required under this section, commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for three years and for every day in which the offence continues, a further fine of three hundred dollars. (7) Where a statement is made to a company under this section, the company shall verify the identity of the beneficial owner by conducting No. 4 Miscellaneous Provisions (Registrar General, 2024 129 Companies, Registration of Business Names, and Non-Profit Organisations)

adequate due diligence procedures and update the register established by it for such purpose and, within thirty days from the receipt of the statement, deliver to the Registrar a return in the prescribed form and accompanied by the prescribed fee. (8) Where a company, required to file a return under subsection (7) within the specified period fails to do so, the company and any director and officer of the company who knowingly and recklessly fails to file the return commits an offence and is liable on summary conviction to a fine of ten thousand dollars and to imprisonment for three years and for every day in which the offence continues, a further fine of three hundred dollars. (9) No right or interest in relation to any share in respect of which a statement is required to be made under this section but not made by the beneficial owner shall be enforceable by him or by any person claiming through him. (10) Nothing in this section shall prejudice the right of a shareholder to receive dividends declared by the company. 130 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(11) A return under this section shall contain the prescribed information which shall be current information up to the date of delivery of the return. (12) For the purposes of this section, references to “a company” shall include “an external company.”; (y) by deleting section 337D and substituting the following new sections: 337D. (1) The Registrar shall maintain a register of beneficial owners. (2) The Registrar, upon receipt of a return pursuant to section 337C, shall update the register of beneficial owners. 337DA. For the purposes of this Part, the Registrar shall take reasonable steps to monitor the filings by companies of beneficial ownership informa￾tion.”; (z) in section 337E, by deleting the words “Stock Exchange” and substituting the words “stock exchange”; (aa) in section 342(2), by inserting after the word “form”, the words “and certified by a director or officer of the company or an authorised corporate service provider”; “Register of Beneficial Owners Registrar General to monitor beneficial ownership information No. 4 Miscellaneous Provisions (Registrar General, 2024 131 Companies, Registration of Business Names, and Non-Profit Organisations)

(ab) in section 461— (i) by deleting subsections (1), (2) and (3) and substituting the following: “461. (1) Where the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, he may send to the company, by post or email, a letter: (a) inquiring whether the company is carrying on business or in operation; and (b) stating that if the Registrar either receives an answer to the effect that the company is not carrying on business or in operation, or does not within three months after sending the letter receive any answer, he may publish in the Gazette and by other means approved by the Registrar a notice that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless evidence is provided to the Registrar that an action has been 132 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

filed against the company with the Court, be struck off the register and the company will be dissolved.”; (ii) in subsection (4) by deleting the words “and one daily newspaper or other periodical printed and circulating in Trinidad and Tobago” and substituting the words “and by other means approved by the Registrar “; (iii) in subsection (5) by deleting the words “cause to the contrary previously shown by the company, strike its name off the register, and shall publish notice thereof in the Gazette and one daily newspaper or other periodical printed and circulating in Trinidad and Tobago,” and substituting the words, “evidence has been provided to the Registrar that an action has been filed against the company with the Court, strike its name off the register, and shall publish notice thereof in the Gazette and by other means approved by the Registrar,”; and (iv) in subsection (6) by deleting the words “and one daily newspaper or other periodical printed and circulating in Trinidad and Tobago” and substituting the words, “and by other means approved by the Registrar “; No. 4 Miscellaneous Provisions (Registrar General, 2024 133 Companies, Registration of Business Names, and Non-Profit Organisations)

(ac) in section 473— (i) in subsection (1), by deleting the words “during normal business hours,”; and (ii) by repealing subsection (3); (ad) in section 474, by deleting the words “or by prepaid post or cable,” and substituting the words “, by prepaid post or cable or by electronic means of transmission”; (ae) in section 475, by inserting after the word “mail”, the words— “or when it— (a) enters the information system designated or used by the shareholder or director for the purpose of receiving information in electronic form or data messages of the type sent; or (b) upon the shareholder or director becoming aware of the information in electronic form or data message in the shareholder’s or director’s information system, if the addressee has not designated or does not use an informa￾tion system for the purpose of receiving information in electronic form or data messages of the type sent,”; (af) in section 481— (i) in subsection (1), by deleting para￾graphs (a) and (b) and substituting the following: 134 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

“(a) the articles shall be signed by a director or an officer of the company, or an authorised corporate service provider and, in the case of articles of incorporation, the incorporator or an authorised corporate service provider; and (b) upon receiving articles that conform to law, and any other required document and the prescribed fees, the Registrar shall— (i) endorse on the articles the word “registered” and the date of the registra￾tion; (ii) issue the appropriate certificate; and (iii) provide the company or its representative with the certificate.”; and (ii) by repealing subsection (3); (ag) in section 482, by inserting after the words “or by the” the words “authorised corporate service provider or”; (ah) in section 484(3), by deleting the words “authorised person” and substituting the words “authorised corporate service provider”; (ai) by repealing section 488 and substituting the following new section: 488. (1) Every document sent to the Registrar shall be submitted to, delivered to or received, filed “Filing Form No. 4 Miscellaneous Provisions (Registrar General, 2024 135 Companies, Registration of Business Names, and Non-Profit Organisations)

with or registered by the Registrar either in— (a) typed or printed form; or (b) electronic form via an electronic system identified, established or maintained by the Registrar for that purpose. (2) Where a document is submitted, delivered to or received, filed or registered by the Registrar via an electronic system identified, established or maintained by the Registrar for that purpose, that document, endorsed as required, with the word “Registered”, may be provided in electronic form, to the firm or person registering.”; (aj) in section 489— (i) in subsection (2) by deleting the words “send it a notice” and substituting the words “publish a notice in the Gazette and by other means approved by the Registrar” ; and (ii) by deleting subsection (5) and substituting the following new subsections: “(5) Where a company or other body corporate is struck off the register, it may, within three years of the striking off, apply to the Registrar to be restored by submitting— (a) all outstanding notices, returns and documents; 136 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(b) an application in the prescribed form; and (c) payment of the prescribed fees and all applicable penalties. (6) The Registrar may, upon receipt of the applica￾tion described at subsection (5), restore the company or other corporate body to the register and issue a certificate in the prescribed form and adapted to the circumstances. (7) Where a company fails to apply to be restored within the timeframe set out in subsection (5), and the company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the Court on an application made by the company or member or creditor before the expiration of twenty years from the publication of the notice in the Gazette and by other means approved by the Registrar may, if satisfied that the company was at the time of the striking off— (a) carrying on business; or (b) in operation or other￾wise, No. 4 Miscellaneous Provisions (Registrar General, 2024 137 Companies, Registration of Business Names, and Non-Profit Organisations)

and it is just that the company should be restored to the register, order the name of the company to be restored to the register. (8) Upon a copy of the order under subsection (7) being delivered to the Registrar for registration, the company is deemed to have continued in existence as if its name had not been struck off. (9) The Court under sub￾section (7) may, by the order, give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be, as if the name of the company had not been struck off.”; (ak) by inserting after section 490, the following new subheading and new sections: “Signatures 490A. A signature required on a certificate may be printed, electronically affixed or other￾wise mechanically reproduced on the certificate. Delivery of Certificates 490B A certificate may be sent by post, delivered in electronic form or delivered to the incorporator, director or officer of the company or an authorised corporate service provider.”; Signatures Delivery of Certificates 138 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(al) in section 507(1), by inserting after para￾graph (f), the following new paragraph: “(g) prescribing rules with respect to signatories permitted by this Act in respect of notices, returns and documents filed with the Registrar;”. 5. The Registration of Business Names Act is amended— (a) in section 2— (i) in subsection (1), by— (A) inserting after the words “Act—”, the following definition: “authorised corporate service provider” means an attorney￾at-law or accountant who is registered with the Registrar General to perform functions pursuant to the Registration of Business Names (Electronic Filing) Regulations, 2023 and who has been authorised to act on behalf of and to bind an owner or partner;”; (B) in the definition of “foreign firm”, by deleting the word “Commonwealth” and sub￾stituting the words “outside of Trinidad and Tobago”; and Chap. 82:85 amended No. 4 Miscellaneous Provisions (Registrar General, 2024 139 Companies, Registration of Business Names, and Non-Profit Organisations)

(ii) in subsection (2), by deleting all the words after the words “eighteen years”; (b) by inserting after section 2 the following new section: 2A. (1) The Registrar General may determine that any document required to be— (a) submitted or delivered to; or (b) received by, filed with or registered by, the Registrar General, pursuant to this Act, may be so submitted, delivered or received, filed or registered via an electronic system identified, established or maintained by the Registrar General for that purpose and that document may be in electronic form. (2) Where a document is submitted, delivered to or received, filed or registered by the Registrar General via an electronic system identified, established or maintained by the Registrar General for that purpose, that document, endorsed as required, with the word “Registered”, may be provided in electronic form, to the firm or person registering.”; (c) by inserting after section 3, the following new subsections: 3A. (1) The Registrar may, upon request and upon payment of the prescribed fee, reserve for forty-five days a name for a “Electronic system “Business names 140 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

proposed business or for a business about to change its name. (2) The registration of a business name under this Act shall not be construed as authorising the use of that name if, apart from the registration, the use thereof could be prohibited. (3) A business name shall not— (a) be the same as or similar to the business name or name of any other person or of any partnership or firm, association, non￾profit organisation, or any registered trade mark or any well-known trade mark as determined under section 13A of the Trade Marks Act if the use of that name would be likely to confuse or mislead, unless the person, partnership, or firm, association or non-profit organisa￾tion consents in writing to the use of that name in whole or in part and, if required by the Registrar, undertakes No. 4 Miscellaneous Provisions (Registrar General, 2024 141 Companies, Registration of Business Names, and Non-Profit Organisations)

to dissolve or cease to carry on its business or activities or change his or its name to a dissimilar name within six months after the filing of the state￾ment by which the name is acquired; (b) be primarily a geographic name used alone unless the applicant establishes to the satisfaction of the Registrar that the name has, through use, acquired and continues to have a secondary meaning; (c) suggest or imply a connection with the State, or the Government or of any Ministry, Department, Branch, Bureau, Service Agency or activity of the Government, unless consent in writing to the proposed name is duly obtained from the appropriate Minister; 142 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(d) contain the word or words “credit union”, “co-operative” or “co-op” when it connotes a co-operative venture; (e) suggest or imply a connection with a university or a professional associa￾tion recognised by the laws of Trinidad and Tobago unless the university or professional associa￾tion concerned consents in writing to the use of the proposed name; (f) comprise entirely of general words unless the name has become established by a long and continuous prior use; (g) contain a word or phrase that is obscene or connote an undertaking that is scandalous, obscene or immoral; or (h) in the opinion of the Registrar, be undesirable. (4) Where the registration of a business name is refused under this section, any person carrying on business under that No. 4 Miscellaneous Provisions (Registrar General, 2024 143 Companies, Registration of Business Names, and Non-Profit Organisations)

name is liable under section 9 to the same penalties as if he had without reasonable excuse made default in furnishing a statement of particulars with respect to that name. (5) Where the Registrar has reason to believe that a proposed business name may be undesirable, the Registrar may require the applicant to indicate, in writing, the derivation of the proposed name. (6) A proposed business name shall not be reserved or registered where the business name— (a) is prohibited or refused under this section; or (b) is reserved for another firm or an individual or intended firm or registration by an individual. (7) Where, through inadver￾tence or otherwise, a firm or an individual— (a) is registered with a business name that contravenes this section; or (b) is, upon an applica￾tion to change its name, granted a name that contravenes this section, 144 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

the Registrar may direct the firm or the individual to change its business name in accordance with section 8. (8) Where a firm or an individual has been directed under subsection (7) to change its business name and has not, within sixty days from the service of the direction to that effect, changed its name to a business name that complies with this Act, the Registrar may revoke the business name of the firm or the individual and assign to it a business name and, until changed in accordance with section 8, the business name of the firm or the individual is thereafter the business name so assigned. (9) A firm or individual aggrieved by the decision of the Registrar General under this section may appeal the decision to the Court. (10) When a firm or individual has had its name revoked and a name assigned to it under subsection 8, the Registrar shall issue a certificate of amendment showing the new business name of the firm or individual and shall forthwith give notice of the change in the Gazette or by other means approved by the Registrar. No. 4 Miscellaneous Provisions (Registrar General, 2024 145 Companies, Registration of Business Names, and Non-Profit Organisations)

(11) The Registrar may recover the cost of giving notice in a daily newspaper under subsection (10) from the firm or individual in respect of which the notice is given.”; (d) in section 5(1)— (i) by deleting the words “in writing"; and (ii) in paragraph (d), by inserting after the words “name,” the words “jurisdiction of incorporation or formation, status”; (e) in section 6 by— (i) inserting after the words “be signed by him”, the words “or an authorised corporate service provider"; (ii) inserting after the word “thereof”, the words “an authorised corporate service provider”; and (iii) inserting after the word “partners” wherever they occur, the words “or an authorised corporate service provider on their behalf”; (f) in section 8, by deleting the words “in writing”; (g) in section 13, by renumbering section 13 as section 13(1) and inserting after section 13(1), as renumbered, the following new subsections: “(2) The signature on the certificate under subsection (1) may be printed, electronically affixed or otherwise mechanically reproduced. 146 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(3) The certificate under sub￾section (1) may be sent by post, delivered in electronic form or delivered to the firm or person registering.”; (h) in section 15— (i) in subsection (1) by deleting the words “, or if he is dead, his personal representative,”; (ii) in subsection (3) by inserting after the word “post” the words “or by electronic means”; and (iii) by inserting after subsection (4) the following new subsection: “(5) Where a firm or individual registered under this Act ceases operations and all partners in the firm or, in the case of an individual, the individual dies, an interested person shall, within three months of the death, make a declaration accompanied by supporting documents to the Registrar General, notifying of the death of the partners or individual and the ceasing of the operations.”. (i) by deleting section 16; (j) in section 18— (i) in subsection (1), by deleting the words “not exceeding fifty cents for each inspection” and “, not exceeding one dollar and fifty cents No. 4 Miscellaneous Provisions (Registrar General, 2024 147 Companies, Registration of Business Names, and Non-Profit Organisations)

for the certificate of registration, and not exceeding twenty-five cents for each folio of seventy-two words, of the entry, copy, or extract”; and (ii) in subsection (2)— (A) by inserting after the words “Registrar),”, the words “whether printed, electronically affixed or otherwise mechanically reproduced”; and (B) by deleting the words “legal proceedings, civil or criminal,” and substituting the word “proceedings”; (k) in section 20, by deleting subsection (1) and substituting the following: “(1) Every individual and firm required by this Act to be registered shall, in all circumstances in which the business name appears and which are issued or sent by the individual or firm to any person, have mentioned in legible characters in the case of— (a) an individual, his present given name or the initials thereof, and present surname, any former given name or surname; and (b) a firm, the present given names or the initials thereof and present surnames, any former given names and surnames, and, in the 148 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

case of a corporation being a partner, the corporate name.”; (l) by inserting after section 22 the following new section: 23. The Minister may by Order amend the Schedule.”. (m) in the Business Names Rules— (i) by deleting rules 3 to 7; (ii) in rule 9(d), by deleting the word “twenty” and substituting the words “one hundred”; (iii) in rule 9(e), by deleting the word “20.00” wherever they occur, and substituting the words “100.00”; (iv) by deleting rule 9(f); (v) in rule 9(g), by inserting after the word “name”, the words “and reservation of a name”; (vi) in rule 9(h), by deleting the word “twenty” and substituting the word “forty”; (vii) in rule 9(i) by deleting the word “twenty” and substituting the word “forty”; (viii) in rule 9(j), by— (A) deleting the word “twenty” and substituting the word “forty”; and (B) inserting after the word “;”, the word “and”; (ix) in rule 9(k), by deleting the word “;’ and substituting the word “.”; and “Minister to amend Schedule No. 4 Miscellaneous Provisions (Registrar General, 2024 149 Companies, Registration of Business Names, and Non-Profit Organisations)

(x) by deleting the closing words “and such fees as are payable under paragraphs (a), (b) and (c) shall cover the issue of one certificate of the registration of the statement.”. 6. The Non-Profit Organisations Act, 2019 is amended— (a) in section 3— (i) in the definition of “controller”, by inserting after the words “means a”, the word “natural”; and (ii) by inserting in the appropriate alphabetical sequence, the following new definitions: ““authorised corporate service provider” means an attorney￾at-law or accountant who is registered with the Registrar General to perform functions pursuant to the Non￾Profit Organisations (Electronic Filing) Regulations, 2023 and who has been authorised to act on behalf of and to bind a controller;”; “constituent document” includes any statute, letters patent, memorandum of association, articles of association, articles of incorporation, articles of amendment, certificates of incorporation, certificates of continuance, certificate of amendment, bye-laws, Act No. 7 of 2019 amended 150 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

regulations, constitution, trust deed, constituent documents of a parent body or affiliate of the non-profit organisation, charter evidencing any membership or affiliation to which a non-profit organisation has subscribed or other instrument that governs or regulates the affairs of a non-profit organisation;”; (b) by inserting after section 3, the following new section: 3A. (1) The Registrar General may determine that any document required to be— (a) submitted or delivered to; or (b) received by, filed with or registered by, the Registrar General, pursuant to this Act, may be so submitted, delivered or received, filed or registered via an electronic system identified, established or maintained by the Registrar General for that purpose and that document may be in electronic form. (2) Where a document is submitted, delivered to or received, filed or registered by the Registrar General via an electronic system identified, established or maintained by the Registrar General for that “Registrar General may require use of electronic system for documents No. 4 Miscellaneous Provisions (Registrar General, 2024 151 Companies, Registration of Business Names, and Non-Profit Organisations)

purpose, that document, endorsed as required, with the word “Registered”, may be provided in electronic form, to the person registering.”; (c) in section 5— (i) in subsection (4)(a)— (A) in subparagraph (ii), by deleting the words “; and” and substituting the word “;”; (B) in subparagraph (iii), by deleting the word “.” and substituting the word “;”; and (C) by inserting after subpara￾graph (iii), the following new subparagraphs: “(iv) the mailing address of the non-profit organisation; (v) the name and address or name or address of the branches or other locations of the non-profit organisa￾tion; (vi) the name and address of any parent body or affiliate of the non-profit organisa￾tion; and 152 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(vii) the status of the non-profit organisa￾tion whether that of a body corporate or an unincorporated body.”; and (ii) by inserting after subsection (5), the following new subsection: “(6) A non-profit company which is deemed to be registered as a non-profit organisation under this Act shall, submit to the Registrar General the documents and fee referred to at subsections (4)(a), (c), (e) and (f).”; (d) in section 6(1)(b), by inserting after the word “rules”, the words “which may be printed, electronically affixed or otherwise mechanically reproduced”; (e) in section 9, by inserting after subsection (5), the following new subsections: “(6) A person who requires a copy of or an extract from the register to be certified may apply to the Registrar General for such certifica￾tion and pay the prescribed fee. (7) Where a copy of or extract from the register of non-profit organisations is certified to be a true copy or extract it shall, in all proceedings, be received into evidence. (8) A copy of or extract from the register shall be certified to be a true copy by the signature of the No. 4 Miscellaneous Provisions (Registrar General, 2024 153 Companies, Registration of Business Names, and Non-Profit Organisations)

Registrar General whether printed, electronically affixed or otherwise mechanically reproduced.”; (f) in section 15, by— (i) inserting after subsection (1), the following new subsection: “(1A) Where the controller of a non-profit organisation notifies the Registrar General of a change in accordance with sub￾section (1), and the change is in respect of the name of the non-profit organisation to which any of the provisions of section 6(2) applies, the Registrar General may refuse to register the change of name. (1B) Where the Registrar General has received a notice under subsection (1) and is satisfied that the change of name is permitted, he shall issue a certificate of the change of name to the non-profit organisation. (1C) Where the change notified under subsection (1) is in respect of the change from an unincorporated body to a body corporate the Registrar General shall issue a certificate of change of status to the non-profit organisation.”; and 154 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(ii) by inserting after subsection (2), the following new subsections: “(3) A certificate issued under this section shall, in all proceedings, be received into evidence.”; (g) in section 17, by— (i) deleting subsection (1) and substituting the following: “(1) A non-profit organisa￾tion which— (a) wishes to voluntarily surrender its registra￾tion as a non-profit organisation; or (b) is no longer in opera￾tion, shall notify the Registrar General in writing— (c) in respect of para￾graph (a), three months prior to surrender; and (d) in respect of para￾graph (b), within three months after such cessation.”; (ii) inserting after subsection 6, the following new subsection: “(7) Where a non-profit organisation ceases opera￾tions on the death of the controller, an interested party shall, within three months of the No. 4 Miscellaneous Provisions (Registrar General, 2024 155 Companies, Registration of Business Names, and Non-Profit Organisations)

death, make a declaration, accompanied by supporting documents, to the Registrar General notifying of the death of the controller and the ceasing of operations.”. (h) in section 27— (i) in subsection (2), by deleting the words “be—” and paragraphs (a) and (b) and substituting the following “be, apply to be registered as a non-profit organisation under this Act.”; and (ii) by inserting after subsection (2), the following new subsections: “(2A) Where the non-profit organisation was exempt from corporation tax under section 6(1) of the Corpora￾tion Tax Act, immediately before the date of commencement of this Act, the non-profit organisation shall, provide the Registrar General with a copy of the letter of approval of the exemption granted by the Minister with responsibility for finance. (2B) A non-profit organisa￾tion which obtains an exemption from corporation tax after the date of commencement of the Act, shall provide to the Registrar General a copy of the letter of exemption.”; and 156 No. 4 Miscellaneous Provisions (Registrar General, 2024 Companies, Registration of Business Names, and Non-Profit Organisations)

(i) in Schedule 2 of the Non-Profit Organisations (Prescribed Forms and Fees) Rules— (i) in item 7, by— (A) deleting the word “Copy” and substituting the words “Certified copy”; and (B) by deleting the words “$20.00” and substituting the words “$100.00”; and (ii) by inserting after item 7, the following new item: “8 CERTIFICATE OF NON￾PROFIT ORGANISATION REGISTRATION. $ 40.00.”. Passed in the Senate this 12th day of December, 2023. Acting Clerk of the Senate Passed in the House of Representatives this 6th day of March, 2024. Clerk of the House House of Representatives amendments were agreed to by the Senate this 19th day of March, 2024. Acting Clerk of the Senate PRINTED AND PUBLISHED BY THE GOVERNMENT PRINTER, CARONI REPUBLIC OF TRINIDAD AND TOBAGO—2024 No. 4 Miscellaneous Provisions (Registrar General, 2024 157 Companies, Registration of Business Names, and Non-Profit Organisations)