What does a company in Trinidad and Tobago have to do every year?

The annual meeting, or a written resolution

The directors must call the first annual meeting of shareholders no later than 18 months after the company comes into existence, and each later one no later than 15 months after the last (Companies Act (Chapter 81:01), s 109(a)). Notice goes to each voting shareholder, each director and any auditor, at least 10 and no more than 50 days before the meeting. If a special resolution is to be proposed, at least 21 days' notice is needed (ss 4, 113(1)).

The usual business is the financial statements, the auditor's report, dividends, the election of directors and the reappointment of the auditor (s 114(1)).

A written resolution that deals with everything the Act requires to be dealt with at the meeting, signed by all the shareholders entitled to vote there, satisfies the Act's requirements for the meeting (s 132(1)(b)). This cannot be used where a director or the auditor has submitted a written statement under s 76 or s 171, for example opposing their removal (s 132(1)). If no meeting is called, a director, a voting shareholder or the Registrar can ask the court to order one, which it may do for any reason it thinks fit (s 134(1)).

Financial statements

At every annual meeting the directors must place before the shareholders (s 151(1)):

1. comparative financial statements, in the prescribed form, each covering a period of no more than 12 months;
2. the auditor's report, if there is an auditor; and
3. any further financial information the articles, by-laws or a unanimous shareholder agreement require, and details of any material contract in which a director or officer has an interest (s 93(6)).

The directors approve the statements, and one or more of them signs to show it (s 154(1)). At least 21 days before the meeting, or before the written resolution is signed, the company must send a copy to each shareholder who has not declined one in writing (s 155(1)). A company that fails to do so without reasonable cause commits an offence, with a fine of TT$10,000. A director who knowingly allows it is liable to a fine of $10,000 and 6 months' imprisonment (s 512).

Under the Companies Act, only a public company must also file its financial statements with the Registrar (s 156).

The auditor

At each annual meeting the shareholders appoint an auditor by ordinary resolution, to hold office until the close of the next annual meeting (s 163(1)). The auditor must be a practising member of the Institute of Chartered Accountants of Trinidad and Tobago or another recognised body, or a person authorised by the Minister, and must be independent of the company (ss 158, 159, 161).

A company that is not a public company may resolve not to appoint an auditor, but only if (s 164):

• every shareholder consents, including shareholders who do not otherwise have a vote; and
• it lasts only until the next annual meeting, so it must be passed again each year to continue without an auditor.

Records to keep

The company must keep at its registered office in Trinidad and Tobago (ss 175, 177(1)):

• its articles, by-laws and any unanimous shareholder agreement, with all amendments;
• minutes of shareholders' meetings and shareholders' resolutions; and
• copies of its notices of directors and of its registered office address.

It must also keep a register of members, a register of directors and secretaries and a register of directors' holdings, at the registered office or another place in Trinidad and Tobago chosen by the directors (s 177(2), (3), (6)). The register of members must show each member's nationality or place of incorporation, occupation or status, address and contact details, and whether a member holds as a nominee and for whom (s 177(2)). Its information must be kept for 6 years after a person stops being a member or the company is dissolved, and failing to do so is an offence by the company and every director and officer in default (s 177(6), (8)). The company must keep adequate accounting records, and minutes and resolutions of the directors and their committees (s 187(1)). Written shareholder resolutions are kept with the shareholders' minutes (s 132(2)). Directors and shareholders may inspect the s 177 records during business hours, free of charge (s 190(1)).

Tax filings are separate obligations, not covered here. For the annual return (s 194) and beneficial ownership filings, see the page on forming and running a company.