Dissolve A Business - JAMPRO

Understand more about the process…

The life of a company is usually terminated by a detailed process which includes:

• winding-up/liquidation;
• dissolution; and
• removing the company from the Register of Companies.

At the end of the winding-up/liquidation process the company is essentially a shell and to complete the process the company must be dissolved. Upon dissolution the company ceases to exist and is removed/struck-off from the Register of Companies.

Closing a Company under the Insolvency Act:

• A Company, which has assets or liabilities, but is insolvent, must be wound-up in accordance with the Insolvency Act. The term “insolvent” means that a company can no longer pay their creditors as and when payments are due, and their liabilities exceed their assets.

A Solvent Company cannot be wound-up and dissolved under this Act, but instead must proceed under the Companies Act - see "Request Removal from the Register" 

To learn more about how to wind-up and dissolve an Insolvent Company, see the business process guidelines below.

Winding-up and dissolving your company…

An Insolvent Company must first make an application for “Assignment” to be issued by the OSI or based on a “Receiving Order” issued by the Court, and then filed with the OSI.

In general, a Company may be wound-up in one of three (3) ways:

1. Voluntary winding-up: is a process in which the company, through the resolution of its members, decides to end the activities of the company and move towards the eventual dissolution of the company.

• Members’: members pass a resolution to wind up the company. The decision to wind-up is taken by the members in a general meeting.
• Creditors’: a creditors' voluntary winding-up is a voluntary process initially instigated by the members/board of directors, who then summon the creditors to a meeting in order to propose a resolution to wind-up the company.

      A company may be wound-up voluntarily as follows:

• When the period, if any, fixed for the duration of the company by the articles expires, or the event, if any, occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound-up voluntarily,
• If the company resolves by special resolution that the company be wound-up voluntarily;
• If the company resolves by extraordinary resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind-up.

2. Court/Compulsory winding-up: A company may be wound-up at the discretion of the Court or if the company has by special resolution resolved that the company be wound-up by the Court. Someone must petition the Court to act and this can be done by: i) the company itself; ii) by an individual member/contributory; or iii) a creditor.

      A company may be wound up by the Court if:

• The company has by special resolution resolved that the company be wound up by the Court;
• Default is made in delivering the statutory report to the Registrar or in holding the statutory meeting;
• The company does not commence its business within a year from its incorporation, or suspends its business for a whole year;
• The company is unable to pay its debts;
• The Court is of the opinion that it is just and equitable that the company should be wound up.

3. Voluntary winding-up subject to Court Supervision: When a company has passed a resolution for voluntary winding-up, the Court may make an order that the voluntary winding-up shall continue but be subject to such supervision of the Court, and with such liberty for creditors, contributories, or others to apply to the Court, and generally on such terms and conditions, as the Court thinks just.

When a company has passed a resolution for voluntary winding-up, upon petition, the Court may make an order that the voluntary winding-up shall continue but be subject to the supervision of the Court. This will be done while still allowing creditors, contributories, or others the liberty to apply to the Court, and generally on such terms and conditions, as the Court thinks just.

During the winding-up process, the Trustee is the person responsible for supervising and managing all activities related to the winding-up of the company and may be an individual or a corporate body. A trustee must be licensed to act as such by the Supervisor of Insolvency. The Insolvency Regulations set out the criteria for a person to qualify to be licensed as a trustee. The OSI maintains a list of licensed trustees.

The guideline below focuses on the winding-up of Insolvent Companies only. To learn more about closing down a Solvent Company, see  "Request Removal from the Register". 

Complete the relevant steps, form(s) and provide any supporting information/documents…

Application Requirement:

You will need to visit the Office of Supervisor of Insolvency (OSI) to collect and file the relevant forms, or request them via email for printing, completion and then filing. The guidelines below provide a simple step-by-step procedure.

In order to ensure your application is processed expeditiously and within the relevant timeframe, please ensure all the forms are fully completed and any supporting documents are submitted along with your application.

General steps related to winding-up a Company:

When winding-up/liquidating a company, whether voluntarily or compulsory, the following steps should be taken:

1. Retain a Trustee to oversee the liquidation process
   • Once the company has assets and liabilities, whether Solvent or Insolvent, a Trustee will need to be appointed.
2. Obtain/Receive an order of bankruptcy
   • Voluntary: Members pass a special resolution and it is filed through the OSI who issues the order in the form of a “Certificate of Assignment”.
   • Compulsory: Creditors may apply to the Court for a company to be put into bankruptcy and the Court issues the order in the form of a “Receiving Order”.

Once wound-up and dissolved, the Company must file a “Notice to the Registrar of Companies” at the Companies Office of Jamaica (COJ) - COJ Form 5. This should be done along with a written “Request for Removal” in order for the company to be struck-off from the Register of Companies. Upon receipt, the Registrar will process, and the company will then be removed from the Registry. To find out more, see “Request Removal from the Registry”.

1. Voluntary Winding-up of an Insolvent Company: The following process indicates how a company may be wound-up voluntarily:
   1. Voluntary Winding-up process: In order to do this the company should take the following steps:
      1. Pass a Special Resolution - Members’ pass a resolution for the company to be wound-up/liquidated and dissolved
      2. Give notice of the resolution by advertisement in the Gazette - to be done within fourteen (14) days after the passing of the resolution.
      3. File a “Notice to the Registrar of Companies” at the Companies Office of Jamaica (COJ) - COJ Form 5.
   2. Then submit the following documents to the OSI:
      1. Company files “Application for Assignment” with the OSI - to secure a Trustee, OSI Forms 3, 27, 28 completed and submitted along with COJ’s receipt.
         1. Form 3 (Statement of Affairs)
         2. Form 27 (Application for Assignment)
         3. Form 28 (Assignment for the general benefit of Creditors)
         4. COJ’s “Notification” filing receipt (COJ Form 5 above)
      2. Supervisor of Insolvency issues a “Certificate of Assignment” - this declares the company bankrupt and appoints a Trustee to the matter
   3. Additional Steps:
      1. Notice of the Application for Assignment given to the Registrar of Companies - COJ Form 5.
      2. Trustee is appointed - where under Form 27, no private trustee has consented to act in the matter, the OSI will appoint a Government Trustee
      3. “Notice of the Appointment of Liquidator” filed by Companies Office of Jamaica - COJ Form 25. (see below for associated fee)
      4. Trustee administers/liquidates the company - to be done in keeping with the Insolvency Act
      5. Liquidation of the company completed
      6. “Application of Discharge” filed with OSI - to be done by the Trustee
      7. Trustee is discharged by OSI
      8. “Order of Discharge” published in gazette and a daily newspaper
      9. Company automatically dissolved
2. Court (Compulsory) Winding-up of an Insolvent Company: The following process indicates how a company may be wound up by the Court:

If a petition is made to the Court for Compulsory Insolvency, it is strongly recommended that you retain an Attorney to represent your company in these proceedings.

1. 1. Compulsory Winding-up process: In order for this to take place the following steps are taken:
      1. Creditors applies to the Court to grant a “Receiving Order”
      2. Court grants the “Receiving Order” - this indicates the Trustee consenting to act or ask the Court to appoint a Government Trustee
      3. Trustee (private) is appointed or one is appointed by the Court

1. 2. Then Submit the following documents to the OSI:
      1. Company files a copy of the “Receiving Order” with the Office of the Supervisor of Insolvency (OSI)

1. 3. Additional Steps:
      1. Trustee administers/liquidates the company - to be done in keeping with the Insolvency Act
      2. Liquidation of the company completed
      3. “Application of Discharge” filed with OSI - to be done by the Trustee
      4. Trustee is discharged by OSI
      5. “Order of Discharge” published in gazette and a daily newspaper

      Company automatically dissolved

3. Voluntary Winding-up of an Insolvent Company, subject to Court supervision: A winding up subject to the supervision of the Court shall, for all intents and purposes, be deemed to be handled the same as a winding up by the Court.

Submit your completed application…

Submission Requirements:

Once your form(s) and supporting information/documents have been completed, signed and certified as required, you will need to visit the OSI to file your documents.

Office of Supervisor of Insolvency (OSI)
52-60 Grenada Crescent
Kingston 5
Jamaica, W.I.
Tel: 1 (876) 926-8847; 619-1475/6
Monday - Thursday: 8:30 am – 5:00 pm
Friday: 8:30 am – 4:00 pm

Pay the relevant processing fees…

There is no fee associated with filing your documents with the OSI. However, the cost to file your company’s various “Notifications” with the COJ is indicated below.

Processing fee: (Others - COJ)

Notice of the Resolution re: Liquidation:	JMD $3000
Notice to the Registrar of Companies - COJ Form 5:	JMD $2000
Notice of Appointment of Liquidator - COJ Form 25:	JMD $3000

 

Please note: Fees are subject to updates.

In relation to the “Notice of the Resolution” filed with the COJ, you will receive a receipt that has to be included along with your submission to the OSI.

Processing Times:

• Voluntary: processing of your Certificate of Assignment - two (2) working days.

Collect your approved document(s)…

Once submitted your documents are then reviewed to ensure that they are fully and accurately completed and to verify the information provided. If the documents are in order, then your documents will be issued in order for the liquidation and dissolution process to proceed.

At the end of the process you would have received the following:

• Voluntary: A “Certificate of Assignment” issued by the OSI
• Compulsory: A Court issued “Receiving Order” to be lodged with OSI