Turks and Caicos Companies Ordinance – Company Law

Turks and Caicos Company Ordinance is legislation developed for the purpose of defining Company Law in Turks and Caicos. You will find below the key extracts from the Turks and Caicos Company Ordinance along with the full act.

Company Name

No company shall be registered by a name which is identical with that by which a company in existence is already registered or so nearly resembles that name as to be calculated to deceive

Except with the express written consent of the Permanent Secretary, contains, whether in English or any other language, the words “Assurance”, “Bank”, “Building Society”, “Co-operative Society”, “Fidelity”, “Guarantee”, “Indemnity”, “Insurance”, “Trust”, “Underwriter”

is, in the opinion of the Registrar undesirable or misleading or contains the words “Royal”, “Imperial”,“Empire” ,“Municipal” or “Chartered”

Registered Office

Every company shall have a Registered Office in a building situate within the Islands, to which all communications and notices may be addressed.

Memorandum of Association 

Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares (hereinafter referred to as a company limited by shares) the memorandum of association shall  contain:

The name of the proposed company

A statement that the registered office of the company is within the Islands, and the address of such registered office;

A declaration that the liability of the members is limited; and

The amount of nominal capital with which the company proposes to be registered, divided into shares of a certain fixed amount which capital or aggregate consideration may be expressed in and subscribed for, or paid, in any one or more currencies.

Directors and Secretary

Every company to have at least one director and a secretary and  sole director of a company may also be the secretary.

Certificate of Good Standing

The Registrar shall, upon request by any person, issue a Certificate of Good Standing in the approved form certifying that a company is of good standing if the Registrar is satisfied that—

• The company is on the Register of Companies
• The company has paid all fees, annual fees and penalties due and payable
• The certificate of good standing issued shall contain such statements as are specified in the Regulations

Company Restoration

If a company or any member, creditor or interested party thereof feels aggrieved by the company having been struck off the register in accordance with the provisions of this Ordinance, the Registrar or the Court, on the application of such company, member, creditor or interested party made within two years or such longer period not exceeding ten years as the Registrar may allow from the date on which the company was so struck off, may apply to Registrar to be reinstated

Once restored, the company shall be deemed to have continued in existence as if its name had not been struck off; and the Registrar or the Court may by the same or any subsequent order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.