The Launch of CROS
There are a number of corporate structures in T&T which can be utilised in order to carry on business. For each choice of structure, legislation exists that governs the formation as well as the framework within which businesses can operate, namely:
- The Companies Act, Chap. 81:01 (‘the Companies Act’);
- The Registration of Business Names Act, Chap. 82:85 (‘the Registration of Business Names Act’); and
- The Non-Profit Organisations Act No. 7 of 2019 (‘the Non-Profit Organisations Act’).
Prior to 9th December 2022, corporate filings were facilitated at the Companies Registry (‘the Registry’). This involved the manual preparation of prescribed forms, execution of these forms using wet-ink signatures and physical filings (i.e., over the counter) at the Registry’s office.
On 1st February 2023, the Registry launched CROS. The aim of CROS was to facilitate the electronic and remote transaction of business. Given the implementation of CROS, the following persons are required to register and apply for a Companies Registry Account (‘CRA’):
- All Directors of a Company incorporated under the Companies Act;
- The Secretary of a Company incorporated under the Companies Act;
- All Directors of an External Branch Company registered under the Companies Act;
- All Directors, Managers, Officers or Trustees of a Company created by an Act of Parliament;
- All Partners of a firm/partnership registered under the Registration of Business Names Act;
- Any Person who wishes to Incorporate a Company or Register a Business Name, Non-Profit Organisation or External Branch Company; or
- Anyone whose name is on a record maintained by the Companies Registry or intends to use the facility.
Part of this registration involves creating an electronic identity which involves the above persons providing the Registry with a number of documents and information such as:
- Birth Certificate PIN (applicable to Nationals of Trinidad and Tobago);
- Full name and any former name;
- Nationality at Birth and Current Nationality;
- Date of Birth;
- Telephone number(s);
- Email address;
- Current Residential Address and Postal Address;
- List of Companies and Businesses with which the officer has an association;
- Two forms of valid Photo ID; and
- Headshot with one form of ID next to the officer’s face.
The provision of this information was not previously provided for in the existing legal framework which governed the operations and functioning of the Registry. As such, it became necessary for regulations to be implemented to streamline the transition into this new system of paperless, electronic and remote transaction of business with the Registry.
Electronic Filing Regulations
Section 507 of the Companies Act, Section 19 of the Business Names Act and Section 25 of the Non-Profit Organisations Act empower the Minister under whose responsibility the Registrar General’s Department is assigned, to make regulations required for the better administration of each respective Act.
In this regard, by legal notices made the 26th May, 2023, the following Regulations were implemented, namely:
- Legal No. 160 of 2023 Non-Profit Organisations (Electronic Filing) Regulations;
- Legal No. 161 of 2023 Companies (Electronic Filing) Regulations; and
- Legal No. 161 of 2023 Registration of Business Names (Electronic Filing) Regulations.
The Electronic Filing Regulations provide legal standing for the Registrar to collect certain information for the purposes of allowing individuals to access CROS. They empower the Registrar to determine which documents are required to be submitted, delivered to, received by, filed or registered with the Registrar General using an electronic system, such as CROS, and which documents continue to be manually prepared, executed and submitted over the counter for filing.
Pursuant to the Electronic Filing Regulations, the Registrar General has determined that the following services will be completed online via CROS, namely:
- Registration of a Business;
- Incorporation of a Profit Company;
- Incorporation of a Non-Profit Company;
- Registration of an External Company;
- Registration of a Non-Profit Organisation (NPO);
- Filing of Annual Returns;
- Filing of Notices of Directors/Change of Directors;
- Filing of Notices of Secretary/Change of Secretary; and
- Filing of Notices of Registered Office Address.
This list of services is however subject to change based on the recommendations of the Registrar.
Authorised Corporate Service Provider
The Electronic Filing Regulations introduced the concept of an Authorised Corporate Service Provider (‘ACSP’). According to the Electronic Filing Regulations, the ACSP refers to an “…Attorney-at-law or an accountant who receives identity information for a person for submission to the Registrar…” and whose application to the Registrar to become an ACSP has been granted, who has not since ceased to be an ACSP and whose status as an ACSP is not for the time being suspended.
The ACSP is required to apply to the Registrar in the prescribed form and, once the application has been approved, will be issued a user account unique identifier.
Where an individual seeking to be registered with CROS, does not wish to submit the identification documents to the Registry for verification and registration on CROS, the individual can present the documents to an ACSP, who may then submit a verification statement in lieu of providing the identification documents to the Registry.
The verification statement requires the ACSP to certify that:
- the ACSP is authorized to act on behalf of the firm (where the ACSP is an Attorney-at-law at a firm);
- the documents presented are valid and bear the name of the officer registering with CROS;
- the original identification documents were presented to the ACSP and copies are maintained by the ACSP in both hard and soft copy; and
- the information provided by the officer registering with CROS to the ACSP is true and correct.
While the launch of CROS heralded the digitalisation of the operations of the Registry and signaled a move to paperless filings, the requirement by the Registry for all officers of entities operating in T&T to submit their identification documents and a headshot of themselves holding one form of ID, raised data protection and security concerns within the commercial sector. This concern remains despite the Regulations providing that the Registrar shall not make available for public inspection any identity documents submitted.
A new future for regulatory compliance
The introduction of an ACSP provides some relief for officers of existing companies in T&T and officers of entities seeking to operate in the country, especially those who have reservations about the submission of personal identification documents.
Whilst CROS may not be a perfect electronic system, its launch represents a significant shift towards the full digitalisation of the Registry’s operations. Whether this will ever be achieved is to be seen, however, the Registry continues to roll out new practices and procedures geared towards making the completion of corporate filings in T&T easier, as seen with the recent introduction of e-signatures in CROS.
Omari Thompson is an attorney at M. Hamel-Smith & Co. He can be reached at email@example.com.
Disclaimer: This Column contains general information on legal topics and does not constitute legal advice.