Beneficial Ownership Forms

Avoid Legal Issues & Penalties. Properly file the new Beneficial Ownership Forms for your Limited Liability Company in Trinidad and Tobago.

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If you have a Limited Liability Company or plan to Incorporate one, these forms MUST be filed.

Beneficial Owners

Limited Liability Companies, unlike Sole Traders, may have multiple owners.

Contrary to common belief, the actual owners of a Limited Liability Company aren't the directors; they're the Beneficial Owners who may own shares in the Company. Shares determine the percentage of the Company that each owner possesses; therefore, the owners are often referred to as shareholders.

It is common practice for Money Launderers and corrupt individuals to incorporate a Limited Liability Company and appoint directors to be the face of the Company while secretly running the Company and benefiting from behind the scenes. The Government introduced the Beneficial Ownership forms to combat this.

What is a Beneficial Owner?

In simple terms, a beneficial owner is the person who ultimately receives the benefits and controls the assets, even if they are not the legal owner on paper. It's the person who truly enjoys the advantages and bears the risks associated with the asset, even if it's held in someone else's name. The beneficial owner must be a natural person only (cannot be another company).

What are the Beneficial Ownership Forms?

The term refers to various forms used to disclose and record information about the true owners of assets or companies, even if they're not the legal owners on paper. These forms are crucial for promoting transparency, combating financial crime, and ensuring compliance with regulations.

File Beneficial Owners Online

The forms that are most commonly filed for newly incorporated Limited Liability Companies are form 40, form 42, form 45, and form 46.

Form 40 - Notice to Shareholders of the Company to Declare Non-Beneficial Ownership

The Notice to Shareholders of the Company to Declare Non-Beneficial Ownership is used to inform shareholders of their obligation to declare non-beneficial ownership of their shares in the company, as per section 337C(1) of the Companies Act, Chapter 81:01 (as amended by the Companies (Amendment) Act, No. 6 of 2019).

Form 42 - Declaration of Beneficial Ownership

The Declaration of Beneficial Ownership plays a key role in disclosing the true owners of shares in a company, even if those owners are not directly listed in the company's register of members. This declaration must be witnessed by a Commissioner of Affidavits or Notary Public.

Form 45 - The Return of Beneficial Interest in the Shares of a Company

The Return of Beneficial Interest in the Shares of a Company (form 45) is required by the Companies (Amendment) Act, CH. 81:01. Its main purpose is to disclose the true owners of shares in a company, even if those owners are not directly listed in the company's register of members. This helps to increase transparency and combat financial crime.

Form 46 - The Return of Issuance or Transfer of Shares

The Form 46 is the Return of Issuance or Transfer of Shares. Its main purpose is to record and publicly disclose any changes in the ownership of shares within a company.

When must the Forms be Filed?

The Return of Beneficial Interest in the Shares of a Company and the Return of Issuance or Transfer of Shares must both be files 30 days of incorporating the company, declaration of beneficial ownership or issuance / transfer of shares.

What are the Penalties for Not Filing the Beneficial Ownership Forms?

The failure by either a shareholder or a beneficial owner to file a declaration, as prescribed, is an offence punishable on summary conviction (i.e. in the magistrates’ courts) by a fine of ten thousand dollars ($10,000) and three (3) years’ imprisonment and a further fine of three hundred dollars ($300) per day for every day in which the offence continues.

Who are considered Beneficial Owners?

To identify the beneficial owner, the company must analyze its corporate structure to determine the natural person or persons in control of the management and affairs of the company. This involves considering:

Direct ownership, where the shareholder or legal owner of the company is a natural person (in this case, the legal and ultimate beneficial owner are the same).
Indirect ownership, where the shareholder or legal owner of the company is a legal person (the ultimate beneficial owner is the natural person with a beneficial interest in the intermediate holding company).
Indirect control, where the shareholder or legal owner of the company acts as an agent on behalf of the beneficial owner to appoint senior management (the ultimate beneficial owner is the natural person who exercises such influence or power).
Control through other means, such as when the ultimate beneficial owner utilizes, enjoys, or benefits from the company's assets when the company defaults on payments, the beneficial owner participates in financing the business, or due to a personal relationship.
Holding a senior managing official position, such as the chief executive officer, chief financial officer, managing or executive director, or president.

The Typical Process

The "Notice to Shareholders of the Company to Declare Non-Beneficial Ownership" must be prepared and issued to all shareholders in the Company
The form 42 must be prepared, signed, and sworn in by a Commissioner of Affidavits
The "Return of Beneficial Interest in the Shares of a Company" must be prepared and filed at the Company Registry
The "Return of Issuance or Transfer of Shares" must be prepared and filed at the Company Registry

There is an Easier Way!

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MyBiz would file all thse forms and get the form 42 sworn in by a Commissioner of Affidavits. All you have to do is sign.

The Main Purpose of MyBiz

MyBiz became necessary to keep companies compliant and out of the legal issues that arise from an inaccurate (or incomplete) incorporation.
Due to the strict criteria and new process, many applicants are discouraged or unsuccessful in registering their companies had it not been for MyBiz. The Ministry has also sent numerous letters to individuals who incorporated their companies incorrectly or incompletely. In addition to letters, the Office of the Attorney General and Ministry of Legal Affairs publishes warnings like the one below:

Non-compliant company incorporations incur severe penalties and even imprisonment.

The Main Benefits of MyBiz are:

Accurate and a Legally Compliant Registration. As mentioned earlier, an improper registration would attract legal issues and penalties.
MyBiz handles all the paperwork and errands while communicating with you via Email, WhatsApp & Phone. It's a straightforward online process, convenient, and total peace of mind.
Excellent support and service. Even after your registration process is complete, we will always be available to you to ensure your business remains compliant.
If your business name gets rejected by the Registrar General, you won't have to pay and repeat the process. Instead, we would adjust your Application with amendments under the advisement of our Application manager.
Beyond Registration, MyBiz also enables you to open a commercial bank account and get customers after your business is registered.
Extremely Responsive Communication. Throughout the process, you would speak to MyBiz representatives via WhatsApp, DMs, Email, and Phone.
You may pick up your package at any time or have it delivered. You don't have to schedule an appointment and wait weeks to collect your certificate.

Use MyBiz To Register File Your Beneficial Ownership Forms