Business Registration (CAP. 64 1

CHAPTER 64

THE BUSINESS REGISTRATION ACT

Arrangement of Sections
Section

1. Short title.
2. Interpretation.
3 . Application.
4. Registration.
5. Date of registration.
6. Register.
7. Certificate of registration.
8. Production of Certificate of Registration.
9. Duty to furnish particulars.

10. Misleading business name.
11. Removal of names from register.
12. Penalty for default in registration.
13. Inspection of statements.
14. Disability of persons in default.
15. Registration not to authorise certain acts.

SCHEDULE

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Business Registration (CAP. 64 3

BUSINESS REGISTRATION

( 3 l s t August, 1981.)

1. This Act may be cited as the Business Registra- short title.
tion Act.

2. In this Act- Interpretation.

"business" includes every industry, manufacture, trade,
business and engagement in commercial activity
of any kind:

Provided that it shall not include-

( a ) farming or fishing or any trade of a
primary producer which consists in the sale
of livestock, produce or livestock or other
agricultural or fishing products grown
produced or landed in Antigua and Barbuda;

(6) the provision of services in the course
of employment;

(c) the practice of a profession by any
person who is licensed for that purpose under
any law;

"firm" means an unincorporated body of two or more
individuals, or one or more individuals together
with one or more companies, who have entered into
partnership with one another;

"Minister" means the Minister of Legal Affairs;

" person" includes an individual, a firm, a trust, and
the estate of a deceased person;

"Registrar" means the officer for the time being per-
forming the duties of Registrar of the High Court.

3. This Act shall apply to every firm and every Application,
individual carrying on business in Antigua and Barbuda.

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4 CAP. 64) Business Registration

Registration. 4. (1) Every person to whom this Act applies shall
be registered in the manner provided by this Act, and sub-
ject as hereinafter provided no such person shall carry on
business unless he is so registered.

(2) Every registration of a person under this Act shall
continue unless it be amended or cancelled as hereinafter
provided.

Date of 5 . ( 1 ) Every person required to be registered shall
registration. furnish the Registrar with a statement of particulars in writing

in such form as the Registrar may prescribe, giving all
information necessary to enable the Registrar to register such
person for the purposes of this Act.

( 2 ) The statement of particulars so required to be fur-
nished shall be provided within thirty days after the date
on which business commences.

(3) Any person carrying on business on the passing of
this Act shall furnish such statement of particulars no later
than sixty days thereafter.

Register. 6. (1) The Registrar shall maintain a register of all
persons to whom this Act applies and shall record therein
in relation to each such person-

( a ) his full names and residential address;

(6) his postal address;

(c) his nationality;

(4 the place or places at which the business is or
is to be carried on;

(e) the nature of all such business or businesses;

(j) the business name or names under which any
business is or is to be carried on;

@) the date of commencement of the business.

( 2 ) In the case of a firm, the requirements of subsec-
tion ( 1 ) shall apply in respect of every partner, and shall in-
clude the corporate name and registered office of every com-
pany which is a partner.

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Business Registration (CAP. 64

(3) Every entry in such register shall be prima facie
evidence of the carrying on of such business or businesses
as specified therein by persons so registered until the con-
trary be proved.

(4) A person registered under this Act may on furnishing
to the Registrar an amended statement of particulars request
the Registrar to amend or cancel a registration so far as the
same shall apply to him, and the Registrar, on being satisfied
as to the reasons for so doing, shall thereupon cancel or
amend such registration.

7. (1) The Registrar shall file every statement of par- certificate of
registration.

ticulars required to be given by this Act and shall issue a
certificate of registration to every perrrsn registered under
this Act and every such certificate or a certified copy thereof
shall be kept exhibited in a conspicuous position at the prin-
cipal place of business of such pepon or carried by such per-
son who has no principal place of business.

(2) The Registrar may at any time amend or cancel
any certificate of registration consequent upon amendment
or cancellation of a registration as provided for in subsec-
tion (4) of section 6.

8. (1) The Registrar may require any person whom Production of
Certificate of

he has reason to believe is carrying on business to produce Registration.
for inspection by him or any officer duly authorised by him
his certificate of registration under this Act and any person
who refuses, fails or neglects without lawful excuse to pro-
duce such certificate shall be guilty of an offence against this
Act and liable on summary conviction to a fine of five thou-
sand dollars or to a term of imprisonment for six months.

(2) Any person who resists, opposes, molests or hinders
the Registrar or any officer duly authorised by him in the
performance of his duty under this Act shall be guilty of
an offence against this Act and liable on summary convic-
tion to imprisonment for a term of twelve months or to a
fine of ten thousand dollars or to both such imprisonment
and fine.

9. (1) The Registrar may require any person to fur- ~ ; ~ ; c ~ a ~ : . ' ~ h
nish to him a statement of such particulars as to the Registrar

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CAP. 64) Business Registration

appears necessary for the purpose of ascertaining whether
or not such person or the firm, if he is a partner, should
be registered under this Act, or an alteration should be made
in the registered particulars, and may also in the case of a
company require the secretary or other officer of the com-
pany performing the duties of secretary to furnish such par-
ticulars, and if any person when so required fails to supply
such particulars as it is in his power to give, or furnishes
particulars which are false in any material particular, he shall
on summary conviction be liable to imprisonment for a term
of six months or to a fine of five thousand dollars or to both
such imprisonment and fine.

(2) If from any information so furnished it appears to
the Registrar that any person ought to be registered under
this Act, or an alteration ought to be made in the registered
particulars, he may require such person to furnish to him
the required particulars within such reasonable time as the
Registrar may allow, but, where any default under this Act
has been discovered from the information acquired under
this section, no proceedings under this Act shall be taken
against any person in respect of such default prior to the
expiration of the time within which the person is required
under this section to furnish particulars to the Registrar.

Misleading
business name.

10. (1) Where any business name under which the
business of any person is or is to be carried on contains the
word "Antigua" or "Antigua and Barbuda7' or any deriva-
tion thereof or any other word which in the opinion of the
Registrar is calculated to lead to the belief that the business
is under Antiguan or Antiguan and Barbudan ownership
or control, and the Registrar is satisfied that the nationality
of the persons by whom the business is wholly or mainly
owned or controlled is at any time such that the name is
misleading, he shall refuse to register such business name
or, as the case may be, remove such business name from
the register, but any person aggrieved by a decision of the
Registrar under this provision may appeal to the Minister
whose decision shall be final.

(2) The registration of a business name under this Act
shall not be construed as authorising the use of that name
if apart from such registration the use thereof could be
prohibited.

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Business Registration (CAP. 64 7

1 . (1) If any person registered under this Act ceases Removal na es from of
to carry on business, it shall be the duty, in the case of a re,;ste,.
firm, of the persons who were partners in the firm at the
time when it ceased to carry on business, or in any other
case, of the individual or if he is dead his personal represen-
tative, within three months after the business has ceased to
be carried on, to deliver to the Registrar notice in such form
as the Registrar may prescribe, that the firm or individual
has ceased to carry on business, and if any person whose
duty it is to give such notice fails to do so within such time
as aforesaid, he shall be liable on summary conviction to
a fine of two thousand dollars.

(2) On receipt of such a notice as aforesaid the Registrar
may remove such firm or individual from the register.

(3) When the Registrar has reasonable cause to believe
that any firm or individual registered under this Act is not
carrying on business he may send to the firm or individual
by registered post a notice that, unless an answer is received
to such notice within one month from the date thereof, the
firm or individual may be removed from the register.

(4) If the Registrar either receives an answer from the
firm or individual to the effect that the firm or individual
is not carrying on business or does not within one month
after sending the notice receive an answer, he may remove
the firm or individual from the register.

12. If any person by this Act is required to furnish f;,"$;pifP'
a statement of particulars or of any change in particulars
shall without reasonable excuse make default in so doing in
the manner and within the time specified by this Act, every
partner, in the case of a firm or the person so in default
shall be liable on summary conviction to a fine of two thou-
sand dollars or to a term of imprisonment for six months
and in addition shall pay a fine of one hundred dollars, for
every day during which the default continues, and the court
shall order a statement of the required particulars or change
in the particulars to be furnished to the Registrar within such
time as may be specified in the order.

13. (1) Any person may inspect the documents filed Inspection of
statements.

by the Registrar on payment of the fee prescribed in the

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CAP. 64) Business Registration

Schedule for each inspection, and any person may require
a certificate of the registration of any person or a copy of
or extract from any registered statement to be certified by
the Registrar on payment of the fees so prescribed.

(2) A certificate of registration or a copy of or extract
from any statement registered under this Act, if duly cer-
tified to be a true copy or extract under the hand of the
Registrar, shall, in all legal proceedings, be received in
evidence.

Disability of
persons in

14. (1) Where any firm or person is by this Act re-
default. quired to furnish a statement of particulars or of any change

in particulars makes default in so doing, then the rights of
that defaulter under or arising out of any contract made or
entered into by or on behalf of such defaulter in relation
to the business in respect to the carrying on of which par-
ticulars were required to be furnished at any time while he
is in default shall not be enforceable by action or other legal
proceeding either in the business name or otherwise.

(2) The defaulter may apply to the High Court for relief
against the disability imposed by this section, and the High
Court, on being satisfied that the default was accidental, or
due to inadvertence, or some other sufficient cause, or that
on other grounds it is just and equitable to grant relief, may
grant such relief either generally, or as respects any particular
contracts, on condition of the the costs of the application
being paid by the defaulter, unless the High Court other-
wise orders, and on such other conditions, if any, as the High
Court may impose, but such relief shall not be granted except
on such service and such publication of notice of the
application as the High Court may order, nor shall relief
be given in respect of any contract if any party to the con-
tract proves to the satisfaction of the High Court that, if
this Act had been complied with, he would not have entered
into the contract.

(3) Nothing herein contained shall prejudice the rights
of any other parties as against the defaulter in respect of
such contract as aforesaid.

(4) If any action or proceeding shall be commenced by
any other party against the defaulter to enforce the rights

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Business Registration (CAP. 64 9

of such party in respect of such contract, nothing herein con-
tained shall preclude the defaulter from enforcing in that ac-
tion or proceeding, by way of counterclaim set off or other-
wise, such rights as he may have against that party in respect
of such contract.

15. No registration under this Act shall authorise the ~~:~~~ not
carrying on of any business for which any person is required certain acts.
to be registered under any other Act or to have a licence
or permit under, or is otherwise required to comply with
conditions imposed by, any other enactment.

SCHEDULE

Table of Fees

For every inspection of documents filed by the Registrar
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . :. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . $ 5.00
Certification by Registrar of copy or extract from any
registered Statement, or of registration of any person
.................................................................. $10.00