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.
