CORPORATE

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The Registration of Business Names Act, Cap. 317 of the Laws of Barbados is an Act to provide for the registration of firms and persons carrying on business under business names and for related matters. Section 3A thereof outlines prohibited business names, and Section 3B of the same Act notes the Registrar’s power to refuse certain names as business names. 

The above provisions may be found under the Corporate (Miscellaneous Provisions) Act, 2015-1 of the Laws of Barbados. 

You may be wondering whether to incorporate a company to manage your business. Here are some reasons to consider:

• Separate legal personality:
  The company and its assets are separate and distinct from its shareholders. The company can also enter into contracts, bring a claim, and be sued in its name.

• Limited liability:
  Any liability the company incurs due to business losses, debts, and contractual claims is at the company’s expense. A shareholder’s personal assets are shielded in the event the business fails. 

• Greater financial flexibility:
  In addition to borrowing, a company can raise capital by selling shares.

• Continuity:
  Changes in the company’s shareholding, directorship, and management do not affect its existence and continuity.

• Ease of disposal:
  Subject to the company’s Articles, shares in the company may be transferred to third parties.
   

A resolution refers to a motion made and approved at a meeting of directors or shareholders to carry out a particular act in connection with the administration or operation of a company's business. 

A resolution may be passed verbally at a Board or shareholders' meeting, or in the form of a written document signed by all the directors or shareholders in lieu of a meeting. Both methods of passing a resolution are valid under the Companies Act, Cap. 308, of the Laws of Barbados. 

Before passing a written resolution in lieu of a meeting, it is important to confirm, in relation to a Board resolution, that the directors are entitled to vote on that resolution.  A copy of the resolution should be kept with the minutes of the meetings of directors and shareholders, where applicable. It is best practice to acknowledge the written resolution passed at the upcoming Board or shareholders' meeting.

It should be noted that while shareholders are entitled to pass a written resolution in lieu of a meeting, there are exceptions.