How do I close a company or a registered business name in Trinidad and Tobago?

Winding up a solvent company

Under the Companies Act (Chapter 81:01):

1. A director, or a majority if there are more than two, makes a statutory declaration that, after full enquiry, they believe the company can pay its debts in full within a stated period of up to 12 months. It must include a statement of assets and liabilities, be made within the 5 weeks before the resolution, and be lodged with the Registrar before it is passed (s 410).
2. The shareholders pass a special resolution to wind up voluntarily (s 405(1)(b)), which needs 75% of the votes cast at a meeting called on at least 21 days' notice, or the signatures of all shareholders entitled to vote (s 4).
3. Within 14 days, the company advertises the resolution in the Gazette and notifies the Registrar in writing (s 406(1)).
4. A general meeting appoints a liquidator, and the directors' powers then cease unless the meeting or the liquidator sanctions their continuance (s 411(1), (5)).
5. The liquidator pays the debts and distributes what is left to the shareholders according to their rights (s 426), then holds a final meeting and files the audited account and a return with the Registrar (s 416(1)–(3)).
6. The company is deemed dissolved 3 months after the Registrar registers that return, unless the Court defers the date (s 416(5)).

Striking off by the Registrar

If the Registrar has reasonable cause to believe that a company is not carrying on business or in operation, he may write to it. If it confirms that, or does not answer within 3 months, he may publish a notice that it will be struck off and dissolved after 3 months, unless evidence is provided to the Registrar that a claim against it has been filed in the Court, or that it is operating and has filed all outstanding documents and paid all fees and penalties. It is dissolved when the striking off is published in the Gazette (s 461(1), (2), (5)).

The Registrar may also strike off a company that fails to file a return, notice, document or fee after a published default notice gives it 30 days to put things right, or where he has reasonable cause to believe that information in its incorporation, restoration or other required filings is false, misleading or deceptive in a material particular (s 489(1)(a), (f), (2), (4)). Since the Finance Act 2026, he may also strike off a company on the company's application in the approved form (s 489(1)(h)). Unlike section 461, section 489 does not say that a company struck off under it is dissolved.

After striking off, the liability of the company and of every director, officer and shareholder continues and may be enforced as if it had not been struck off (ss 461(5)(a), 490).

Restoring a company

A company struck off may apply to the Registrar within 3 years to be restored, by filing all outstanding notices, returns and documents and an application in the prescribed form, and paying the prescribed fees and all penalties. The Registrar may then restore it (s 489(5), (6)). After that, the company, a member or a creditor may apply to the High Court within 20 years of the published notice. The Court may restore it if satisfied that, when it was struck off, it was carrying on business, or "in operation or otherwise", and that it is just to restore it (s 489(7)–(9)). A company dissolved under section 461 may also be restored by the Court within 20 years (s 461(6)). For any other dissolution, such as one after a winding up, the Court may, within 2 years, declare the dissolution void on the application of the liquidator or another interested person (s 460).

Property left in a dissolved company

Property that a dissolved company still owned vests in the Official Receiver, who is the Chief State Solicitor. He may sell it. After costs, any surplus is held in a prescribed account subject to the Court's orders, and a claim to it must be made within 20 years of the dissolution (ss 4, 462, 463).

Closing a registered business name

When a registered business stops trading, the individual owner, or the persons who were partners when it stopped, must deliver notice in the prescribed form to the Registrar General within 3 months. Anyone who fails to give the notice in time is liable to a fine of TT$1,000 (Registration of Business Names Act (Chapter 82:85), s 15(1)). The Registrar General may then remove it from the register (s 15(2)). If the owner or all the partners have died, an interested person must, within 3 months of the death, make a declaration with supporting documents to the Registrar General (s 15(5)).