Introduction
Jamaica has introduced significant reforms to the Companies Act, aimed at strengthening anti-money laundering (AML) and counter-financing of terrorism (CFT) safeguards. These amendments place new compliance obligations on corporations and non-profits, while aligning Jamaica with global standards.
For boards, executives, and entrepreneurs, this is more than a regulatory update—it’s a call to elevate governance practices and protect both reputation and operations.
The Background: What Changed
The amendments expand the Registrar of Companies’ authority to inspect and verify filings. This means greater scrutiny of corporate records and stricter penalties for misinformation or omission.
Two terms are central to the reforms:
📌 Beneficial Owner – the individual who ultimately owns or controls a company, directly or indirectly.
📌 Annual Beneficial Ownership Return – a new mandatory filing that discloses these beneficial ownership details.
Key requirements include:
- All companies (profit or non-profit) must disclose their beneficial owners.
- For companies with share capital, the ownership threshold is reduced from 50% to 25%.
- Beneficial ownership records will be filed with the Registrar but not publicly accessible, striking a balance between transparency and privacy.
These changes reflect the Financial Action Task Force (FATF) recommendations, aimed at ensuring Jamaica avoids being labelled a high-risk jurisdiction.
Governance & Compliance Implications
As leaders in corporate governance and compliance, we champion the integration of strong governance policies into a company’s culture. These reforms transform the compliance landscape in three key ways:
- Board Responsibility – Directors are expected to exercise active oversight of management and ensure compliance.
- Personal Liability – Officers and employees may face liability for not only direct misconduct but also wilful blindness (ignoring suspicious behaviour).
- Transparency – Greater disclosure makes it harder to disguise illicit activities, improving corporate accountability.
💡 Key Takeaway: Compliance is no longer a box-ticking exercise. It is now a governance culture issue—one that can affect a company’s credibility with investors, regulators, and partners.
Practical Steps to Stay Compliant
To safeguard against penalties and reputational damage, companies should:
✅ Update internal processes – Ensure beneficial ownership records are accurate and filed annually.
✅ Train management teams – Raise awareness of directors’ and officers’ duties under the amended Act.
✅ Conduct compliance audits – Regularly test systems to identify gaps.
✅ Engage legal counsel – Seek guidance where obligations are unclear or nuanced.
⚠️ Note: Liability attaches not just to knowing misconduct, but also to “turning a blind eye.” This means companies must actively demonstrate they are taking reasonable steps to comply.
The Bigger Picture: Why This Matters for Business
While compliance obligations are stricter, the reforms ultimately strengthen Jamaica’s position as a business hub:
- Investor Confidence: Transparency attracts international investment.
- Ease of Doing Business: Clearer compliance rules reduce long-term uncertainty.
- Economic Growth: A stronger regulatory framework supports both local entrepreneurs and global corporations.
However, small and medium-sized enterprises (SMEs) should take special care—non-compliance could lead to fines substantial enough to threaten survival.
Conclusion
The 2023 Companies Act amendments mark a pivotal shift in Jamaica’s corporate landscape. By reinforcing AML/CFT safeguards, the reforms improve governance, transparency, and global competitiveness.
For companies, the message is clear: strengthen compliance now, or risk exposure later.
For tailored advice on how these amendments affect your business, please contact:
Yualande Christopher & Associates, Attorneys-at-Law
Suite 6, 9A Garelli Avenue, Kingston 10
Tel: (876) 906-1333 | (876) 632-5346 | (876) 906-1337