Prepared by David King & Co, Attorneys at Law, BellevilleBarbados

2010

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Filing Requirements under the International Business Companies Act.

  1. The annual audited financial statements of a licensee must be forwarded to the Minister of Industry and International Business in same manner as required by s.147 of the Companies Act.
  1. Section 147 of the Companies Act requires that comparative financial statement be placed before the shareholders at every annual meeting (a) for the period from incorporation and ending not more than 12 months after incorporation, or for the period that began immediately after the end of the last period for which financial statements were prepared and ending not more than 12 months after the beginning of that period and (b) the immediately preceding financial year.

The directors of a company must call an annual meeting of shareholders not later than 18 months after the company comes into existence and subsequently not later than 15 moths after holding the last preceding annual meeting.

  1. Annual audited financial statements are not required for companies that do not have assets or gross income of less than $1 million, which includes the gross revenues, and assets of its affiliates. (s.152(2) of the Companies Act).
  1. The licensee must forward its audited financials to the Minister of Industry and International Business in the manner provided for above or with its licence renewal application. The renewal application requires that you state the date of filing the last tax return and the date of filing the last financial statements.

The requirements to file financial statements, whether with under the IBC Act, the Companies Act or the Income Tax Act are generally governed by the restriction of the Company from issuing publishing or circulating copies of financial statements required under s. 147 unless they are approved and signed by the directors of the Company and accompanied by an auditor’s report.

Penalties under IBC Act

There are no specific penalties for failing to forward copies of the financial statements to the Minister in accordance with s.22 of the IBC Act. However the Minister, may by notice in writing cancel or refuse to renew a licence where a company fails to comply with a condition of its licence or fails to comply with any requirement of the IBC Act.

Filing Requirements under the Companies Act.

1.An IBC is not required to file financial statements with the Registrar in accordance with s. 152 of the Companies Act. An IBC is only required to forward copies of the financial statements to the Minister of Industry and International Business as set out above.

  1. The directors of a company are required to send copies of the financial statements to shareholders not less than 21 days before each annual meeting of shareholders except to those who say I writing that they do not want a copy. (s. 151).
  1. Company must keep at its registered office a copy of financials of subsidiaries which are consolidated in financials for company.

Penalties under the Companies Act

  1. Every person who without reasonable cause contravenes a provision of the Companies Act or regulations is liable on summary conviction to a fine of $5,000
  1. A company is guilty of an offence and liable on summary conviction of fine of $5,000 if the Company without reasonable cause fails to forward copies of financial to the shareholder within 21 days of annual meeting.
  1. When a company is guilty, any director or officer who knowingly authorised, acquiesced, or permitted the contravention is also guilty of an offence, $5,000 or 6 months in jail or both.

Filing requirements under the Income Tax Act

  1. Every company must deliver to the Commissioner a return of its assessable income for the income year together with such additional information as is prescribed. There is no legal requirement under the Income Tax Act that audited financial statements are required to be filed with returns. However, the company has a duty not to publish or circulate copies of its financial statements, except in the form described above, which means that the only financial statements that may accompany the returns are those statements audited in accordance with the Companies Act.