Registering an External Company at COJ: The Overseas Guide

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Key Takeaways

* An "external company" is simply a foreign company establishing a place of business in Jamaica — it is not a Jamaican-incorporated entity.

* You must file within 30 days of establishing that place of business, or the company cannot legally carry on business in Jamaica.

* Everything can be done remotely via the Companies Office of Jamaica (COJ) online portal — no trip to Kingston required.

Executive Summary & Background

If you run a company in the US, UK, Canada or anywhere else and you want it to legally operate, hold property, or sign contracts in Jamaica, you don't need to start a brand-new Jamaican company. You register your existing foreign company as an external company under the Companies Act. This is the route most diaspora entrepreneurs, returning residents, and foreign investors take when they want the parent company's name, structure, and reputation to carry into Jamaica.

The catch is that this isn't a "set it and forget it" filing. The 30-day clock starts the moment your company establishes a place of business on the island — whether that's an office, a warehouse, or even a fixed address where you conduct business. Miss it, and you're operating outside the law, which complicates everything from opening a bank account to enforcing a contract in a Jamaican court. The good news: the Companies Office of Jamaica (COJ) has digitised the process, so you can complete it from Miami, Toronto, or London.

Key Jamaican Laws, Regulations & Requirements

The governing law is the Companies Act, 2004, which sets out exactly what an external company must file. Under Section 368, within 30 days of establishing a place of business in Jamaica, you must deliver the following to the Registrar:

• A certified copy of the company's charter, statutes, or memorandum and articles of association (or equivalent constitutional documents).
• A list of directors and, where applicable, the secretary, with full names, addresses, and occupations.
• The name and address of a person resident in Jamaica authorised to accept service of process and official notices on the company's behalf.
• The full address of the company's registered or principal office overseas, and the address of its place of business in Jamaica.
• A notice of the situation of the registered office in Jamaica.

If your constitutional documents aren't in English, you'll need a certified translation. All foreign documents typically require notarisation and, in many cases, apostille certification (or consular legalisation if the country isn't part of the Hague Apostille Convention). The COJ filing fees are tiered by share capital — budget roughly JMD 18,000–40,000 for the registration itself, plus any name reservation or expedited processing fees. You'll also need a Taxpayer Registration Number (TRN) and registration with Tax Administration Jamaica (TAJ) for GCT and payroll obligations once you're operational.

Step-by-Step Actionable Process

1. Confirm your structure and name. Decide whether you're registering an external company or incorporating a local subsidiary — they have different tax and reporting consequences. Reserve your company name with COJ if there's any doubt about conflicts.
2. Appoint a Jamaican resident agent. This person or firm accepts legal service on your behalf. It's a legal requirement, and most overseas applicants use a local attorney or corporate services provider for this role.
3. Prepare and legalise your documents. Gather certified copies of your constitutional documents, director list, and proof of overseas registration. Get them notarised and apostilled in your home country before sending anything to Jamaica.
4. File with COJ. Submit your application through the COJ online portal or via an authorised agent. Pay the applicable fees and retain your filing receipts and Certificate of Registration.
5. Complete post-registration compliance. Register with TAJ for your TRN and tax obligations, then open a Jamaican bank account. Most banks require the COJ certificate, your TRN, and proof of the resident agent's authority.

Frequently Asked Questions

Can I register an external company without travelling to Jamaica?

Yes. The entire COJ process can be completed online or through a Jamaican attorney or corporate agent acting on your behalf. You'll still need your documents notarised and apostilled in your home country before submission.

How long does registration take?

If your paperwork is complete and correctly legalised, COJ typically processes external company registrations within 5 to 15 business days. Incomplete documents or missing apostilles are the most common cause of delays.

Do I need a Jamaican director or shareholder?

No. An external company doesn't require local directors or shareholders — but it must have a Jamaican resident authorised to accept service of process. That's the only local presence requirement.

What happens if I miss the 30-day deadline?

The company is technically operating unlawfully in Jamaica, which can trigger penalties and complicate contracts, banking, and court enforcement. File as soon as the place of business is established — don't wait until you're fully operational.