As discussed earlier this week, here are the 6 steps to change business operations from a sole trader or partnership to a limited liability as follows:

Step 1

  • Obtain a Notice of Cessation of a Business by a Registered Firm or Individual – Form 9 which can be used by Sole Trader or Partnership
  • Write a letter addressed to Registrar Office stating current company’s name and its company registration number which usually starts as BN1236 indicating your intention to change operations to a limited liability.
  • Pay a Filing Fee of forty dollars ($40) at Ministry of Legal Affairs

Step 2

  • Name Approval of Limited Liability Organization
    • Get a Name Approval/Name Reservation: Form 25
    • Pay a Filing Fee  of twenty-five dollars ($25) at Ministry of Legal Affairs

Step 3

  • Incorporation of the Limited Liability Organization
    • Copy of approved Name Approval/Name Reservation : Form 25
    • Incorporation Forms:
      • Form 1: Articles of Incorporation
      • Form 4: Notice of Address
      • Form 8: Notice of Directors
      • Form 27: Notice of Secretary
      • Form 31: Declaration of Compliance
    • Pay Incorporation Fee $600 at Ministry of Legal Affairs
  • These forms can be found on Ministry of Legal Affairs 

Step 4

  • Other Legal Obligations
    • Company seal …necessary if you are doing tenders
    • Company stamp
    • By-Laws
    • First Set of Share Certificates

Step 5

  • Business Bank Account
    • You need to open a new business bank account as you have now changed the company name and its registration number. There MUST be a separation to show between what the business is actually generating and the individual’s income.

Step 6

  • B.I.R. Registration
    • You are required by law to have a B.I.R. number for your entity. Please note there are NO FEES attached to this service offered by the Ministry of Finance.  Fees are only applicable – if this task is performed by a third party for the organization.


For LIMITED LIABILITY, you need the names of at least two directors, one of which can be the company’s secretary along with their actual residential addresses not a postal address or their current workplace addresses and their job titles.

The approval time for registration of any of the above business can take about two weeks comprising of four working days for Name Approval and another four working days for Incorporation once everything runs smoothly.

PLEASE NOTE: There is a legal obligation as a Limited Liability and Non-Profit Organization on the incorporation date of your business (Business’ Birthday or Anniversary) to pay their ANNUAL RETURN, filing fee Forty Dollars ($40) and must be filed no later than 30 days after each anniversary date of incorporation. The late payment fee of Three Hundred Dollars ($300) is applicable for every month or part thereof after the first 30 days after the incorporation date.


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