Should I register a business name or a company in Trinidad and Tobago?

What registration does, and does not do

Registration under the Registration of Business Names Act (Chapter 82:85) records who is behind a trading name, but creates no new legal person. A sole trader and the business are one person in law, so the owner's assets answer for its debts. Partners are liable jointly for the firm's debts incurred while they are partners, and jointly and severally for wrongs done in the business (Partnership Act (Chapter 81:02), ss 11, 12, 14).

Who must register, and by when

Two groups must register (s 3(1)):

• every partnership, whatever name it uses; and
• an individual trading under a name that is not simply their true surname, with or without their true given names or initials. "A. Ramdass" needs no registration; "Ramdass Hardware" does.

Section 3(1) requires registration "to carry on business", and a new business must register promptly after it starts, so register before you open if you can (s 3). Changes must be filed within 14 days (s 8). The prescribed fees are TT$200 to register and $40 for the certificate, plus any charge for the online system (Business Names Rules, r 9(a), (h); Registrar General Act (Chapter 19:03), s 5A(2)(b)). Filings must be made in the way the Registrar General specifies and come with valid identification; the same applies to company filings (s 2A(3); Companies Act (Chapter 81:01), s 488(3), both as amended by the Finance Act 2026).

Failing to register without reasonable excuse can bring a fine of up to $10,000, plus up to $300 a day (s 9). A defaulter cannot sue to enforce contracts made in the business while in default, unless a court grants relief (s 10). A late filing also attracts a monthly penalty, up to a cap (s 9A). If a partnership, without reasonable cause, fails to file a required document or fee, or the Registrar General believes information it filed is misleading or false, the Registrar General can give it notice. Unless it puts things right within 30 days, its partners' powers are suspended and its registration is cancelled, subject to appeal and restoration (s 9B). The certificate of registration must be displayed at the main place of business (s 13).

What a company gives you

A company comes into existence on the date on its certificate of incorporation (Companies Act (Chapter 81:01), s 13) and has the capacity and rights of an individual (s 21(1)). The shareholders of a limited company "are not, as shareholders, liable for any liability, act or default of the company", apart from two narrow exceptions (s 58). That is so even where one person holds almost all the shares (Salomon v A Salomon & Co Ltd [1897] AC 22 (HL)).

Forming and running a company

Since 14 October 2024:

1. the proposed shareholders and beneficial owners must first agree their shares and the basis of beneficial ownership (s 8(2A));
2. the articles must name each first shareholder, their shares and each beneficial owner, and state that the company's intended activities are lawful (s 9(1)(h)–(j), (2B));
3. a company for profit must issue its shares on incorporation (s 33(1A)(a)).

A company must have at least two directors, even if one person owns it (ss 8(1), 64(1)). Since 17 November 2025 it must not appoint a nominee director (s 64). It must also have a secretary (s 61(1)). It must keep a register of its beneficial owners, including any individual owning or controlling 10% or more of the shares (ss 337A(2), 337B). It must file:

• a return within 30 days of any change in its beneficial ownership (s 337C(1)), and of any issue or transfer of shares (s 33(1B));
• an annual return within 30 days after each anniversary of incorporation (s 194(1)).

Most late filings attract a monthly penalty, up to a cap (s 516). Filing late can also be an offence by the company and the directors or officers responsible (for a beneficial-ownership return, those who "knowingly and recklessly" fail to file it: s 337C(4)). Since 5 March 2026 the Registrar can offer to settle many of these offences for an administrative fine, for example $10,000 to $30,000 for a late annual return and $20,000 to $40,000 for a late share or beneficial-ownership return, depending on how late it is (ss 33(1D), 194(3), 337C(4), 515A; Companies Regulations, Part X and Schedule 5). Registered partnerships have similar beneficial-ownership and annual-return duties, penalties and fines (Partnership Act, ss 20B, 20C, 20DA).

Where limited liability stops

• Personal guarantees. A director who guarantees a company loan, lease or supplier account is personally liable on it.
• Pre-incorporation contracts. Whoever enters into a written contract in the company's name, or for it, before it exists is personally bound by it, unless the contract expressly excludes personal liability. If the company adopts the contract within a reasonable time after it is formed, that person is normally released, but the court can still share liability between the company and that person (s 20).
• Fraudulent or reckless trading. In a winding up, if the company's business was carried on to defraud creditors, or with reckless disregard of its obligation to pay its debts or of the insufficiency of its assets, the court can declare those knowingly party to it personally responsible, "without any limitation of liability", for the company's debts (s 447(1)).
• Evasion. Only in a narrow case, where someone deliberately uses a company they control to evade or frustrate an existing legal obligation or restriction, may a court disregard the company's separate personality (pierce the corporate veil), and then only to remove that advantage (Prest v Petrodel Resources Ltd [2013] UKSC 34).

Take an accountant's advice on tax.