Every Grenadian company has three groups of people behind it: shareholders who own it, directors who manage it, and officers such as a secretary or managing director who carry out particular roles. In a one-person business these may all be the same individual. In a family company or a joint venture they rarely are, and confusion over who holds which role, and what each is allowed to do, is behind many disputes and many delays at banks.
This article explains who can fill each role, what the law and the company's own documents expect of them, and how changes are recorded with the Corporate Affairs and Intellectual Property Office (CAIPO). It reflects the general structure of Grenada's Companies Act; details such as officer requirements and filing deadlines should be confirmed with CAIPO or a Grenadian attorney for your situation.
Shareholders: the owners
Shareholders own the company in proportion to the shares they hold and the rights attached to them. They do not manage the business day to day. Their power comes through voting at shareholders' meetings: electing and removing directors, approving changes to the articles, approving by-laws and major transactions, and appointing an auditor where one is required.
A shareholder can be an individual or another company, and need not be Grenadian or resident in Grenada. Foreign shareholding in a company is not generally restricted by company law, although foreign ownership may trigger other requirements: an alien landholding licence if the company will own land, sector licences in regulated areas, and enhanced due diligence by banks.
The company must keep a register of shareholders showing who holds what and when they acquired it. Share certificates should be issued and recorded when shares are allotted. Small companies often skip this step, and the result is uncertainty years later about who actually owns what, especially when a founder dies or a relationship breaks down.
Directors: the managers
Who can serve. Directors must be individuals of full age and capacity; the Act disqualifies certain people, such as undischarged bankrupts. Ask your attorney about current rules on corporate directors and minimum numbers, and check the articles, which set the number or range.
Residency. Grenada's company law does not, as a general rule, require directors to be resident, but practicalities point the other way. Banks, the Inland Revenue Division and landlords find it easier to deal with someone on the island, and signing documents across time zones slows everything.
Powers. Directors manage, or supervise the management of, the company's business. They appoint officers, approve budgets, authorise contracts and bank accounts, issue shares within the limits of the articles and declare dividends.
Duties. Directors owe the company a duty to act honestly and in good faith in its best interests, and to exercise the care, diligence and skill of a reasonably prudent person. They must disclose conflicts of interest in contracts with the company.
Personal exposure. A company shields shareholders from its debts, but directors can be personally liable in certain cases, for example for some unpaid employee or tax amounts, or for trading while knowing the company cannot pay its debts. Take the role seriously even in a family company.
Officers: secretary, president and the rest
Officers are appointed by the directors under the by-laws. Typical titles are president or chair, managing director, secretary and treasurer. The by-laws describe each role. The secretary is commonly responsible for keeping minutes, registers and the company's records, sending notices of meetings and making filings with CAIPO.
Whether a secretary is legally compulsory, and whether the secretary must be resident, are points to confirm for your company rather than assume. Many Grenadian companies appoint their attorney or a corporate service provider as secretary precisely because the role involves deadlines and filings that owners tend to forget.
One person can hold several offices. In a small company the sole director may also be president and secretary. What matters is that the by-laws allow the arrangement and that someone is clearly responsible for the company's records and filings.
Records the company must keep
Grenada's Companies Act, like its Canadian-model neighbours, expects the company to maintain records at its registered office or another place the directors designate. A typical minute book contains:
- The certificate of incorporation, articles and any amendments.
- The by-laws and every amendment, with the resolutions adopting them.
- Minutes of shareholders' meetings and written resolutions.
- Minutes of directors' meetings and directors' written resolutions.
- A register of shareholders with dates of issue and transfer.
- A register of directors and officers with dates of appointment and resignation.
- Records of beneficial ownership, where the law or the bank requires them, identifying the individuals who ultimately own or control the company.
- Accounting records adequate to show the company's financial position, kept for the period required by tax law.
Changing directors or the registered office
Changes in the board are common, especially in family businesses and start-ups. Doing them properly takes little time.
- Check the articles and by-laws for how directors are elected, appointed or removed. Shareholders generally elect directors; the board may be able to fill a vacancy until the next meeting.
- Obtain a written consent to act from the new director and a signed resignation from any director leaving.
- Pass the necessary resolution of shareholders or directors and record it in the minute book.
- File a notice of change of directors with CAIPO within the period the Act requires. Late filing can attract penalties and leaves the public record inaccurate.
- Update the bank mandate, and tell the Inland Revenue Division and any licensing authority that keeps a list of directors.
- Follow the same discipline for a new registered office: resolution, notice to CAIPO, and updates to every agency and contract that uses the address.
Meetings and decisions in a small company
Companies under Grenada's Companies Act are expected to hold an annual meeting of shareholders, at which directors are elected, financial statements are presented and, where required, an auditor is appointed. Small private companies often satisfy this with a written resolution signed by all shareholders instead of a physical meeting, if the Act and the by-laws allow it. Either way, there should be a document recording the decisions each year.
Directors' decisions work the same way. A two-person board can meet over a coffee in St George's or sign a written resolution from opposite sides of the Atlantic. What matters is that significant decisions, such as opening a bank account, borrowing, buying property, appointing officers or issuing shares, are written down and signed, because banks, lenders and the Inland Revenue Division will ask to see them.
A short annual routine helps: once a year, review who the directors and officers are, confirm the registered office, approve the accounts, file the annual return with CAIPO and update the registers. Thirty minutes of housekeeping avoids most of the problems described in this article.
Nominee arrangements and the pitfalls
Some foreign owners ask a Grenadian friend, relative or employee to act as director or shareholder on their behalf. Sometimes this is convenience, sometimes it is an attempt to look local for a licence or a tender. Either way it carries risk. A nominee director owes duties to the company and can be personally exposed for its failures; a nominee shareholder is the legal owner, and enforcing a side agreement against them in a dispute is slow and uncertain.
Banks and regulators now ask who ultimately owns and controls a company, and they expect the answer to match the documents. A structure that hides the real owner is likely to fail bank due diligence, and it may cross into misrepresentation if used to obtain a licence or a concession.
If a resident director is genuinely needed, appoint someone who will take part in decisions and understands the business, document their role and fees, and consider directors' and officers' insurance. If not, keep the structure simple and transparent: it is the fastest route through every bank and government counter.
Frequently asked questions
Can a Grenada company have only one director?
In general a private company may have a single director if its articles allow it. Many small companies operate that way. The by-laws and banking arrangements should reflect it, for example by allowing one signature, and a secretary may still need to be appointed. Confirm current requirements with CAIPO.
Do directors of a Grenada company have to live in Grenada?
Company law does not generally require resident directors, but having at least one person on the island makes banking, tax registration and dealing with landlords and agencies much easier. Some licensing authorities may have their own expectations, so check if your sector is regulated.
Is shareholder information public in Grenada?
Some company information filed with CAIPO, such as directors and the registered office, can be searched. Shareholder and beneficial ownership details are kept by the company and may be reported to authorities. The extent of public access should be confirmed with CAIPO.
Can a company be a shareholder of another Grenada company?
Yes. Corporate shareholders are common, for example where a foreign parent owns a Grenadian subsidiary. Banks will look through the corporate shareholder to identify the individuals who ultimately own and control it, so prepare documents for each layer.
What happens if we forget to file a change of directors?
The public record stays out of date, the company may face a late filing penalty, and banks or counterparties checking the register may refuse to deal with the new director. File the notice as soon as possible and keep proof of filing in the minute book.
Who signs contracts for a Grenada company?
Whoever the by-laws or a directors' resolution authorises, often a director or officer. Many contracts and bank forms ask for a resolution showing authority. Keep certified copies of resolutions so the person signing can prove they are authorised.
