A company rarely stays exactly as it was on the day of incorporation. A founder leaves, an investor buys in, the business moves from Grand Anse to Lagoon Road, the name stops fitting, or a family company passes to the next generation. Each of these changes has a correct legal form under Grenada's Companies Act, usually a resolution followed by a filing with the Corporate Affairs and Intellectual Property Office (CAIPO), and each has knock-on effects at the bank, the Inland Revenue Division and elsewhere.
Companies that make changes informally, simply agreeing them around a table, often discover years later that the public record and the company's own registers say something different from what everyone believed. That gap tends to surface at the worst moment: when selling the business, applying for a loan or settling an estate. This guide sets out the common changes, the usual paperwork and the order to do things in. Fees, forms and deadlines are CAIPO's to set, so confirm them before filing.
Two kinds of change: internal and filed
Some changes live only in the company's own records. Issuing new shares within the limits already set by the articles, transferring shares between shareholders, appointing a new secretary or adopting a new by-law are recorded in the minute book and registers. The register at CAIPO may not change at all, although the annual return will later reflect some of them.
Other changes alter the documents on the public file, so they must be filed with CAIPO to take effect or to be valid against outsiders. These include changing the name, altering share classes or the maximum number of shares, changing the number of directors set by the articles, adding or removing restrictions on the business, changing the registered office and changing directors. Changes to the articles are made through articles of amendment; changes to directors and the registered office through their own notices.
Knowing which category a change falls into tells you who needs to approve it. As a broad rule, amending the articles needs a special resolution of shareholders, typically requiring a two-thirds majority of votes cast, while appointments of officers and many day-to-day matters are for the directors.
The changes companies make most often
Changing the name. Reserve the new name at CAIPO first, then pass a special resolution and file articles of amendment. CAIPO issues a certificate of amendment. The company keeps its number, contracts and liabilities; only the name changes. Every agency, bank and supplier must then be told.
Bringing in a new shareholder. If the articles allow enough shares, the directors can allot new shares by resolution, the buyer pays, and the share register and certificates are updated. If a new class is needed, for example preference shares for an investor, amend the articles first.
A shareholder leaving. Shares are transferred by an instrument of transfer, approved by the directors if the articles restrict transfers, and recorded in the register. A new certificate is issued. Check whether stamp duty or other taxes apply to the transfer before completing it.
Changing directors. Follow the election or appointment rules in the by-laws, collect consents and resignations, and file a notice of change of directors with CAIPO within the statutory period.
Moving the registered office. A directors' resolution and a notice of change of registered office filed with CAIPO. Remember that the registered office is where legal documents are served, so the change should be made before or on the day of the move, not months later.
A practical order for any change
The sequence below avoids the usual problem of the bank or the tax office being told something the company records do not yet support.
- Read the articles, the by-laws and any shareholders' agreement. They may require notice periods, consents or pre-emption rights that must be respected.
- Reserve a new name at CAIPO if the change involves one.
- Draft and sign the resolution: special resolution of shareholders for amendments to the articles, ordinary or directors' resolution for other matters.
- Prepare and file the CAIPO form, such as articles of amendment, notice of directors or notice of registered office, with the fee.
- Collect the certificate of amendment or stamped copy and file it in the minute book together with the resolution.
- Update the internal registers: shareholders, directors and officers, beneficial owners.
- Notify the bank, the Inland Revenue Division, the National Insurance Scheme, licensing authorities, insurers, landlords and key customers, in roughly that order.
Agencies and contracts that need updating
Filing with CAIPO updates the company register but nobody else. The Inland Revenue Division holds its own record of the company's name, address and directors, linked to the Taxpayer Identification Number, and VAT invoices must show the correct name. The National Insurance Scheme holds the employer record. Licensing bodies, such as those for tourism, liquor, food handling or financial services, keep their own lists of directors and owners, and some require approval before a change of control, not just notice after it.
Banks are the most demanding. A change of directors or shareholders triggers a review of the account mandate and new due diligence on the incoming people. Expect to provide certified copies of the resolution, the CAIPO filing, identification and proof of address for new directors and beneficial owners. Until the bank updates its mandate, the old signatories remain the only people who can operate the account.
Contracts deserve a check too. Leases, distribution agreements, franchise agreements and loan facilities often contain change-of-control clauses that require the other party's consent before a share sale. Breaching one can let a landlord or lender end the arrangement.
Family companies and succession
Many Grenadian companies are family businesses: a hardware store in Grenville, a guesthouse in Lance aux Epines, a trucking firm in St Andrew. When the founder retires or dies, the shares, the directorships and often the land owned by the company need to pass to the next generation, and this is where informal record-keeping costs the most. If the share register was never written up, heirs may have to prove ownership through old minutes, bank records and witness statements before anything else can happen.
Shares owned by a person who dies form part of their estate. They pass under a will or the rules of intestacy, and the executor or administrator usually needs a grant of probate or letters of administration from the High Court before the company can register a transfer. Meanwhile the business still needs someone with authority to sign cheques and contracts. A founder who appoints a second director, keeps the registers current and makes a will is doing the company a real service.
Planned succession is smoother: shares can be transferred or allotted to children during the founder's lifetime, new directors appointed and the bank mandate updated in stages. Take tax and legal advice before transferring shares in a company that owns land or significant assets, because the method chosen can affect duties and fees.
Mistakes that create trouble later
The classic error is a share sale done on a handshake. Money changes hands, the seller steps back, but no transfer is signed and the register still shows the old owner. If the seller later dies or disputes the deal, the buyer may struggle to prove ownership. Always complete the transfer instrument, the directors' approval and the register entry at the same time as payment.
Another is changing the trading name on signs, invoices and social media without amending the company name or registering a business name. Customers and suppliers end up contracting with a name that is not a legal person, and enforcing an unpaid invoice becomes harder.
A third is forgetting the annual return. Changes made during the year are often reflected in the annual return to CAIPO, and a company that falls behind on returns risks penalties and, in the end, being struck off. Bundle changes with your annual compliance routine so the record stays current.
Frequently asked questions
How long does a company name change take in Grenada?
The name must first be reserved and then the articles of amendment filed. Processing times at CAIPO vary with workload. Allow additional time afterwards for updating bank accounts, the Inland Revenue Division and licences, which often takes longer than the CAIPO step itself.
Does a new company name mean a new company?
No. Changing the name by articles of amendment leaves the company's legal identity, number, assets, contracts and debts unchanged. Only the name is different. That is why it is important to update every registration so that records can be matched to the same entity.
Is stamp duty payable on a share transfer in Grenada?
Transfers of shares can attract stamp duty or other charges depending on the circumstances, and transfers in companies holding land may raise further questions for foreign buyers. Ask the Inland Revenue Division or a Grenadian attorney before completing a transfer.
Can directors change the registered office without shareholders?
Generally the directors can move the registered office within Grenada by resolution and file a notice with CAIPO, unless the articles or by-laws say otherwise. Changing the articles themselves, or the name, needs shareholder approval by special resolution.
What documents will a bank want after a change of directors?
Typically a certified copy of the resolution, proof of the CAIPO filing, identification and proof of address for incoming directors, an updated list of beneficial owners and a new signature mandate. Each bank has its own forms, so ask for its checklist before going in.
