Registration of a Company in the Falkland Islands
It is advisable that you seek legal advice from one of the local law firms to ensure that the legislation is suitable for your needs and that you understand the responsibility of being part of a limited company.
There are four types of registered companies:
- Private company limited by shares
- Private company limited by guarantee
- Private unlimited company
- Public limited company
The most commonly registered company in the Falkland Islands is that of a private company limited by shares.
All private company limited companies (whether by shares or guarantee) limited the liability the owners of the company (its shareholders or members). As a result the owners of the company have protection if the company fails. This means that if the company does fail, the owners will only be required to pay the nominal value of the shares or guarantee if they have not already paid that amount to the company.
In ‘exchange’ for this limited liability each company is required to provide information about the company and its financial performance (in the way of accounts and other returns) which are held for public inspection by the Registrar of Companies. In this way those who do business with a company can find out information about the company and make an informed choice about whether to do business with them
How to set up a registered company in the Falkland Islands:
If you decide that you would like to register a company in the Falkland Islands, you must first seek approval from the Registrar of Companies of the company name you intend to use to check that it is suitable for use and is not the same as/similar to another company name already registered. Due to the small number of companies Registered in the Falkland Island the Registrar of Companies still seeks to keep a strong sense of distinctiveness and our name registration practice reflects this.
Catering Limited is the same as:
- Catering FI Limited
- Catering International Limited
- Cater-ing Limited
The name you choose for your company also must not be misleading as to the nature of the business e.g. a fishing company with the name Falkland Islands Mechanics Limited is misleading because a member of the public inspecting the register of companies would assume the above company is linked to mechanics and not the fishing industry. No company shall be registered when the name suggests any connection with the Crown or the Government of the Falkland Islands, except if approval is given by the Governor.
Once the Registrar of Companies has given approval for the name of your company in principle, the following documents must then be filed:
- Form 10 - This contains the intended situation for the Registered Office and the details of the consenting Secretary and Director(s).
- Form 12 - This is the declaration of Compliance with the Companies Act 1985 in respect of the registration which one of the directors/company secretary or a solicitor engaged in the formation of the company must sign in front of a Notary Public/Commissioner for Oaths/Justice of the Peace/Legal Practitioner
- Memorandum of Association - This states the company name – the situation of the Registered Office and the objects and its liabilities.
- Articles of Association – This is essentially the company’s internal procedural rulebook, chosen by its members. Each subscriber to the shares must sign this.
Once these documents have been completed, they need to be lodged in duplicate with the Registrar of Companies together payment for incorporation of a company (please check with the Registrar of Companies for current fee). Our aim is that within 5 days