Following up on our previous discussion about when to transition to a limited liability company, here is your practical, step-by-step guide to making the change official.
⏰ Processing Timeline
The entire registration process typically takes about two weeks—four working days for name approval and another four for incorporation, assuming everything proceeds smoothly.
Step 1: Officially Cease Your Current Business
Formally close your sole trader or partnership registration:
- Obtain Form 9: Notice of Cessation of a Business
- Write a letter to the Registrar Office stating your current company name, registration number (BN1236 format), and your intention to transition to a limited liability
- Pay the $40 filing fee at the Ministry of Legal Affairs
Step 2: Reserve Your New Company Name
- Complete Form 25: Name Approval/Name Reservation
- Pay the $25 filing fee at the Ministry of Legal Affairs
Step 3: Incorporate Your Limited Liability Company
This is the most documentation-intensive step. You’ll need:
- Your approved Name Reservation (Form 25)
- 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 the $600 incorporation fee at the Ministry of Legal Affairs. All forms are available on the Ministry of Legal Affairs website.
Step 4: Fulfill Additional Legal Requirements
After incorporation, complete these essential items:
- Company seal (necessary for tenders)
- Company stamp
- By-Laws
- First set of share certificates
Step 5: Open a New Business Bank Account
With your new company name and registration number, you must:
- Open a new business bank account
- Maintain clear separation between business revenue and personal income
Step 6: Register with B.I.R.
Complete your tax registration:
- Obtain a B.I.R. number for your new entity
- No fees if you register directly with the Ministry of Finance
- Fees may apply if using a third-party service
👥 Director Requirements
You need at least two directors (one can serve as company secretary). Provide their actual residential addresses—not postal or workplace addresses—along with job titles.
⚠️ Critical Ongoing Obligation
As a limited liability company, you must file an Annual Return each year on your business’s incorporation anniversary:
- $40 filing fee due within 30 days of anniversary date
- $300 late fee per month (or part thereof) after the 30-day grace period
📋 Total Estimated Government Fees
- Cessation Fee: $40
- Name Reservation: $25
- Incorporation: $600
- Total: $665 (plus annual $40 return)
“A wealthy person is simply someone who has learned how to make money when they’re not working.” – Robert Kiyosaki
Missed our previous post? Read about when to transition from sole trader to limited liability to determine if this is the right move for your business. Start planning your finances now, download our free planner and ebook on building financial wealth.
