Companies Act 2004 Jamaica

Betting On Each Other... SVL, JAAA Partnership Reaps Real Rewards

Ever since its inception a decade ago, lottery company Supreme Ventures Limited (SVL) has played a significant role in the development of sport in Jamaica.

To start with, SVL makes a monthly contribution to the CHASE Fund. The Culture, Health, Arts, Sports and Education Fund (CHASE), was incorporated on November 25, 2002, and began its operations in January 2003. It was registered under the Companies Act to receive, distribute, administer and manage the monetary contributions from the lottery companies in connection with sports development, early childhood education, health, arts and culture.

The company also spends millions of dollars each year supporting programmes like the annual Courtney Walsh Coaching Clinics, the Jamaica Rugby League, swimming, badminton, horse racing, netball, and football (Business House five-a-side football), domino, volleyball and golf. However, it is with track and field that SVL arguably has its best and most productive relationship.

longer vision

Supreme Ventures began sponsoring the annual national track and field championships in 2004, this before athletes like Asafa Powell and Usain Bolt became household names in Jamaica and across the world.

"When we made that investment we were looking at how do we build our brand - Supreme Ventures - but at the same time, how do we recognise our involvement in Jamaica. Track and field was seen as an excellent vehicle. It was not at the time when Usain was running or where Asafa was running, therefore for us it was a matter of seeing what the longer term vision was," said Brian George, president and CEO of SVL. "It's been an excellent partnership where it has worked well for us in our recognition as a good corporate sponsor and at the same time it has worked very well for track and field, so we are very happy about that."

According to the SVL CEO, at the time when they decided to invest in track and field, other corporate companies were spending money on other sports, primarily football. SVL, he said, believed that track and field was a worthwhile risk.

COMENTARY - A bill to amend the companies act - Jamaica Gleaner

The current Companies Act came into force February 1, 2004. One of the deficiencies of the 2004 Act is that companies formed under the repealed Companies Act of 1965, called 'existing companies', are not legally able to amend their memorandum of association and articles of association.

This problem is compounded by the fact that there are no provisions in the 2004 Act that permit existing companies to make the transition to the new 2004 regime and thereby enjoy several undeniably desirable modern developments in company law.

As a result, when the 2004 Act came into force, existing companies faced the double dilemma of not being able to amend their constitutive documents as well as not being able to legally transition to the new regime offered by the 2004 Act.

Existing companies have been caught in this startling position for over five years and continuing. The 2004 Act is, therefore, in urgent need of amendment even while Parliament devotes itself to what it considers to be more deserving business of the nation.

In the meanwhile, as commerce must go on, the Companies Office has permitted existing companies to 'adopt' articles of incorporation using a procedure that has no sanction under the Act.

Practical solution

'Adopted articles of incorporation' are articles that the Registrar of Companies permits existing companies to file in order to make the transition to the new company law regime. After the 'adoption' the articles of existing companies may be amended in the same manner as the articles of companies formed under the new Act.

Using this practical solution offered by the Companies Office, many private, public listed and unlisted existing companies have in fact 'adopted' articles of incorporation to respond to the needs of commercial enterprise in this modern competitive environment.

Last October, a bill to amend the 2004 Act was introduced in Parliament to address the above long outstanding issues.

The bill, if it is passed into law, does not, however, include a provision that ratifies the adoption of articles of incorporation by existing companies.

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