Section 414 of the Companies Act provides that a notice or document may be served on the company by leaving it at or sending it to the registered office of the company.
It is therefore important that changes in the location of a company’s registered office be notified to the Registrar in a timely manner as required by law.
The advent of the Internet has spawned new ways of doing business which have come into conflict with and have challenged to the traditional framework within which business is regulated in Barbados and around the world. As commercial activity on the Internet has increased, domain names have become part of the standard communication apparatus used by businesses to identify themselves, their products, services and activities.
The relative ease with which someone desirous of establishing a presence on the Internet, can register a domain name (without regard for prior rights such as trade marks or established trade or corporate names or other traditional business identifiers) has already come into conflict with the well established territorially based intellectual property system around the world.
For example, the problem of abusive, bad faith registration of domain names in deliberate violation of trade mark rights, became so widespread that in 1999 the World Intellectual Property Organization (WIPO) established, and now successfully operates, a dispute resolution mechanism for resolving Internet domain name disputes.
It has also become common place nowadays to speak of “dot.com” companies as if the mere establishment of an Internet web site has automatically created some legal corporate personality known to the law.
It should, however, be pointed out that in the eyes of the law the establishment of an Internet web site does not have the same legal effect or significance as the incorporation of a company which still remains the internationally recognized manner in which a corporate entity with a separate legal personality is created.
During the year 2000, it became popular for the owners or operators of Internet web sites to seek to incorporate a legal company using the registered internet domain name as the company name. The domain name “dot.com” company phenomenon caused the Barbados Corporate Affairs and Intellectual Property Office (which also has responsibility for trade mark registrations) to revise its working policies and procedures and to make some adjustments in the way in which requests for company names for domain name “dot.com” companies are processed.
A director is a person appointed or elected according to law, who is authorized to manage and direct the business and affairs of a company or corporation.
When a company or corporation has more than one (1) director, these directors collectively form the board of directors. Section 58 of the Companies Act imposes a general duty on the directors of a company to exercise the powers of the company directly or through the employees and agents of the company and to manage and direct the business and affairs of the company. This general duty is however subject to any unanimous shareholder agreement which may be put in place by the shareholders of a company which may restrict in the powers of the directors to manage the business and affairs of the company.
Section 95 of the Act provides that every director and officer of a company in exercising his powers and discharging his duties must:-
In determining what are the best interests of the company, directors are required to have regard to the interests of the company’s employees in general as well as to the interests of its shareholders.
