Running a company and doing business with others: what directors owe, what shareholders can do about it, what makes a business contract bind, and what happens when one side does not perform. Each question below is answered on its own page.
These questions belong to Corporate and Commercial Law, the practice page that sets out how such a matter is run.
Last reviewed 22 September 2026
Questions on company and commercial law
- What legal duties do company directors have in Trinidad and Tobago? Every director must act honestly and in good faith with a view to the best interests of the company, and use the care, diligence and skill of a reasonably prudent person in comparable circumstances. Directors must also disclose interests in material contracts with the company and obey the Companies Act, articles and by-laws. A contract, the articles or a resolution cannot excuse a breach, though a unanimous shareholder agreement can move duties to shareholders.
- What can a shareholder do if a company is being run unfairly against them in Trinidad and Tobago? A shareholder can apply to the High Court under the Companies Act for an order to rectify conduct that is "oppressive or unfairly prejudicial" to, or "unfairly disregards", their interests. The Court's powers are wide, from restraining the conduct to ordering a buy-out of the shares. A wrong done to the company itself is different: to sue for the company, a shareholder first needs the Court's leave to bring a derivative action.
- How are company directors appointed and removed in Trinidad and Tobago? The first directors are named when the company is formed. After that, shareholders normally elect directors by ordinary resolution for terms ending no later than the third annual meeting after election. Shareholders can remove a director by ordinary resolution at a special meeting, and the director may attend, be heard and circulate a written statement. The company must file a notice of any change among its directors with the Registrar within 30 days.
- Do the owners of a company in Trinidad and Tobago need a shareholders' agreement? The law does not require one, but without one the Companies Act and the articles decide who controls the company, and they say little about deadlock or exit. A written agreement signed by all the shareholders that restricts the directors' powers is a "unanimous shareholder agreement". It also binds anyone to whom shares are later transferred, but the shareholders then take on the directors' duties and liabilities for the powers they take over.
- What happens when a company in Trinidad and Tobago cannot pay its debts? An insolvent company can seek rescue through a proposal to its creditors under the Bankruptcy and Insolvency Act, which stays most creditor action. Or a secured lender may appoint a receiver. If there is no rescue, the company may be made bankrupt or wound up under the Companies Act. The company's debts are its own, but in a winding up the Court can make directors and others personally liable for fraudulent or reckless trading.
- What makes a business contract legally binding in Trinidad and Tobago? Generally, a contract binds when the parties agree terms that are certain enough, each gives something in return (consideration) unless the promise is made by deed, they intend to be legally bound, and each has capacity. Most business contracts can be made orally. But a contract for land generally cannot be sued on unless it, or a note of it, is in writing and signed by the party being sued.
- What can a business do if the other side breaks a contract in Trinidad and Tobago? A business can claim damages for a breach of contract. If the breach is serious enough (a repudiatory breach), it can also choose to end the contract. Damages aim to put it where it would have been if the contract had been performed, but not for losses that were too remote or could reasonably have been avoided. Most contract claims must be started within 4 years of the breach.
Important notice. This page is general information about the law of Trinidad and Tobago. It is not legal advice, and reading it does not create an attorney-client relationship. The law changes, and how it applies depends on the facts, so take advice on your own situation before you act. Court decisions are cited for the principle they state; similar results cannot be guaranteed, and a decision may be subject to appeal or change.
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Commentary / Corporate and commercial law
Corporate and Commercial Law in Trinidad and Tobago
By Suraj Sakal, Attorney-at-Law, called to the Bar of the Republic of Trinidad and Tobago