Legislation unveiled to harmonize statutes to facilitate regional trade

Model business names legislation, drafted by the Canadian Government-funded Improved Access to Justice in the Caribbean (IMPACT Justice) Project to modernize antiquated laws and regulations in several regional territories, has been presented.

The new model legislation, which aims to harmonize the regional laws to facilitate intra-regional trade, was the main topic of a virtual panel discussion that reviewed the provisions of the IMPACT Justice Model Business Names Bill and its accompanying regulations.

President of the Barbados Bar Association Rosalind Smith-Miller, QC said that while some of the legislation examined in the various islands was modern enough to already provide for electronic registration and record-keeping, most was outdated.

And she declared that no amount of periodical tweaking of the older statutes could remedy the basic underlying law which was often “out-of-date and out-ofstep with modern business models and practices”.

The Act that governs business names and regulations in Barbados dates back to 1940, while Jamaica’s was in 1934.
Smith-Miller maintained that it was past time for the laws to be upgraded “to provide a more robust framework for business facilitation in the modern era [and] more compatible with modern laws of commerce”.

Other deficits which the new law seeks to address are the use of archaic language, which Smith-Miller noted could prove difficult for the average layman to follow.

The new model is drafted in plain English, designed to be comprehensible to today’s entrepreneur, she said. The model law provides for the use of modern technology for filing registration, signature and communication, including service of documents other than court processed documents.

Under the model law, more information will be required on the application form; it would allow electronic submissions and the use of alphanumeric characters and typographical symbols as part of the name; it would provide for electronic signatures, and it provides that once registered the business name must be used on invoices and official correspondence of the business.

Smith-Miller said: “The new model law and regulations are highly desirable from my perspective and would fix more than a few of the challenges encountered under the existing laws. The model bill is the outcome of wide consultations across the region under the auspices of the IMPACT Justice Project.”

“The current 1940s era regime in Barbados is that it is mandatory for any individual who operates a business in a name other than his own, or any firm, to register the business name. A firm is defined as: any unincorporated body of two or more individuals; or any two or more corporations; or any combination of companies and individuals. But a company by itself cannot register a business name.

This is quite anomalous and it is problematic for companies which use trading names which are different from the company name.

“So a company which is required to register its trading name either has to find an individual to stand as its partner, and then what happens when the individual dies or there is a falling out, or a good old fashion firing of the individual from the business of the company? Hopefully, there is an affiliated company which can stand as the partner for the purposes of registration of the business name. This anomaly is cured by the new model law in section three which requires a person who intends to carry on business under a business name to register and person means an individual, a corporation, club, a society, an association or any other kind of body,” she added.

Also taking part in the virtual panel discussion were Dean of the Faculty of Law, University of the West Indies at Cave Hill Professor Eddy Ventose; Gladys Young, senior legal officer of CARICOM Single Market and Economy Unit; Registrar, Commerce and Intellectual Property Office, St. Vincent and the Grenadines, Lekeicha Caesar-Toney; and regional project director of IMPACT Justice Professor Velma Newton. (KC)