Cutting Law

We have scanned the web and noticed a lot of business minds seeking guidance on the basic documentation, resources or information that they may need to incorporate a company in Guyana. While the process of incorporation is handled by a local lawyer practicing in this area, this article offers the top 10 questions that a person can answer when seeking to incorporate a company in Guyana. Your responses to the below questions will provide great guidance to you and legal counsel in setting up the company.

Incorporating a company is one of several ways that a business becomes a legal entity. Every country in the world has various requirements that a person or group of individuals may need to satisfy in order to incorporate or register a company. In Guyana, the incorporation of companies (local) or registration of external companies (foreign) is regulated by the Companies Act of Guyana. The Act sets out the main requirements for incorporating or registering a company. Importantly, the Act as the source of law on the establishment and operation of companies in Guyana confirms the legal principle that a company is a separate legal entity from its owner(s): Section 8 and 16 of the Act; Salomon v Salomon [1897]; R v Arnaud (1846). This means that a company is recognized as its own person: it has a name of its own; its own assets, and its own debts and liabilities. Any liabilities, debts or losses suffered or incurred by the company are its own and any profits generated or incomes earned by the company belong to the company. Note that distinctively, in a sole proprietorship business or partnership, losses, costs and liabilities incurred by the business are also seen as being incurred by the owner(s). Companies are different; the owner(s) liabilities are separate from the companies’ own.

In light of this, a business owner should consider these 10 main questions before incorporating a company in Guyana:

1. What is the intended name of the company?
2. How many directors/owners will the company have?
3. Who will fund/finance the company?
4. Why does the company exist/What purpose is the company being set up to achieve?
5. Will the company be purely profit generating or for a social cause?
6. Where will the company’s headquarters or main address be?
7. Who will maintain and manage the company’s legal and business records, and keep the company up-to-date with legal notices and timelines?
8. What is the intended organizational structure of the company? The Board of Directors versus the officers
9. Will the company be privately owned or publicly owned?
10. Will the company have multiple locations or service offerings locally, regionally and/or internationally?

Once answered, these questions will provide a guide for legal counsel on the contents of the legal documents required for incorporation and legal advice based on the unique responses to each question. In the same way, the incorporator or promoter of a foreign/external company can answer these questions for the registration of an external company’s subsidiary in Guyana. Noteworthy, registering an external company follows a similar process as incorporating a company in Guyana and should not be confused with registration of a sole proprietorship or partnership under the Business Registration Act.

If you are in the elementary stages of considering whether to incorporate/register a company versus registering a business, we encourage you to follow this guide on the pros and cons of registering a business versus incorporating a company and the options available to them in respect of either option:

Disclaimer: This article is not intended to be used as legal advice. If you require legal advice, please seek independent legal advice by contacting legal counsel of your choosing.