Under the Registration of Business Names Act Cap.317, where a firm or individual ceases to carry on business, the partners of that firm or the individual proprietor, or his personal representative (if he is deceased) must within three months after the business has ceased to be carried on, give the Registrar of Companies notice in the prescribed form that the firm or individual has ceased to carry on business.
On receipt of such notice the Registrar shall remove the firm or individual from the register of business names.
Any person whose duty it is to give such notice and fails to do so shall be liable on summary conviction to a fine of US$48.00.
On the termination of a business the partners or individual proprietor will be liable to pay all taxes due from the firm or individual proprietor and to settle all debts.
The process of voluntarily liquidating a Company which is not insolvent includes, inter alia:
- The filing of a Statement of Intent to Dissolve the company with the Registrar of Companies.
- Advertising a Notice of Intent to Dissolve in the Official Gazette and a daily newspaper in Barbados and taking reasonable steps to give notice of its intent in every jurisdiction in which the company is registered or has a place of business at the time it sends the statement of intent to dissolve to the Registrar.
- The filing of Articles of Dissolution and supporting Affidavit and tax and national insurance clearance certificates with the Registrar of Companies.
External Companies follow the process of Deregistration to achieve termination. This process includes the making of an application for a Certificate of Clearance from the Departments of Inland Revenue, Value Added Tax and National Insurance. If the corporation has not conducted any business or employed any persons, an affidavit by a director attesting to this must accompany the applications as appropriate.
Thereafter, a Notice of Cancellation of Registration is filed with the Registrar of Companies. If the Notice of Cancellation is filed after December 31 of the year in which the company ceased operations, it will be necessary to file an annual return for the year.
Governance for insolvent companies is provided under other pieces of legislation, including the Companies Act and the Bankruptcy and Insolvency Act 2001. However, these provisions are detailed otherwise in this Guide, within the Commercial and Business Laws Tab.
Revival of a Company
If the Registrar approves the application for the revival of a company, articles of revival in the prescribed form may be sent to the Registrar, who must thereupon issue a certificate of revival for the company.