Corporate & Commercial
Key Amendments to the Companies Act: What Directors Need to Know
Recent amendments to the Companies Act have introduced new obligations for company directors, including revised disclosure requirements and updated provisions governing related-party transactions. We summarise the changes most likely to affect privately held companies.
Published
14 August 2026
Background
The Companies (Amendment) Act received assent in early 2026, implementing the most significant changes to Jamaican company law since the principal Act came into force. The amendments follow a review commissioned by the Companies Office of Jamaica and address concerns raised by practitioners and business owners over several years.
Directors' disclosure obligations
The amended Act expands the categories of interest a director must disclose to the board. A director who has, directly or indirectly, a material interest in any contract or proposed contract with the company must now disclose that interest at the earliest board meeting at which it is practicable to do so — and in any event before the contract is entered into. The definition of 'material interest' has been broadened to include interests held through connected persons, closing a gap that had allowed indirect conflicts to go undisclosed.
Related-party transactions
A new Part IVA introduces requirements for shareholder approval of related-party transactions above a prescribed threshold. The threshold is set by reference to the company's net assets. Transactions at or above the threshold require an ordinary resolution of shareholders, with the interested party excluded from voting. The provision applies to private companies with more than ten shareholders as well as all public companies.
Register of beneficial ownership
Companies are now required to maintain a register of beneficial owners and to file a copy with the Companies Office. A beneficial owner is any individual who, directly or indirectly, holds or controls more than twenty-five per cent of the shares or voting rights, or who exercises control over the management of the company by other means. The register must be updated within fourteen days of any change.
Implications for directors
Directors of privately held companies should review their existing governance arrangements against the amended Act without delay. Board procedures for conflict disclosure should be updated, and companies with related-party arrangements should assess whether existing transactions will require retrospective shareholder approval. Failure to comply with the new provisions can result in civil liability for the company and personal liability for the responsible directors.
Next steps
Clarke, Whittaker & Reid is advising clients on the implications of the amendments for their specific governance arrangements. If you would like to discuss how the changes affect your company, please contact us to arrange a consultation.
This article is provided for general information only and does not constitute legal advice. The law may have changed since publication. You should not act or refrain from acting on the basis of anything published here without first obtaining specific legal advice from a qualified practitioner. For advice on your specific circumstances, please contact Clarke, Whittaker & Reid.
About the Author
Everton A. Clarke, KC
Senior Partner · Corporate Law & Commercial Litigation
Everton Clarke founded Clarke, Whittaker & Reid in 1991 and was appointed King's Counsel in 2010. His practice focuses on complex corporate transactions and high-value commercial litigation. He has appeared in the Court of Appeal on matters of commercial contract, company law, and constitutional significance.
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