Law and Regulations
Starting a business in Suriname requires compliance with various registrations and approval depending on the legal structure of the company.
Starting a new business, opening of a local office for a foreign company, establishing a franchise or acquiring an existing business or part of an existing company all require different procedures.
All businesses must howevr register with the Suriname Chamber of Commerce and Industry (KKF) except public enterprises and enterprises conducting agriculture, horticulture, fishing or hunting. Limited Liability Companies (LLCs), societies, foundations and enterprises belonging to minors are exempt.
Registering a Business
For registration the following documents are needed:
-
A completed registration from the Chamber of Commerce indicating where the head office is located;
-
A copy of the license from the Ministry of Trade and Industry, if carrying out activities requiring a license. From March 2014 Trade Licences can be obtaines through an electronic system.
-
A letter of appointment (proxy) on behalf of the local representative (branch manager);
-
A passport photo of the local representative and a copy of his/her passport.
Registering with the Tax Office
Registering with the Tax office needs to be completed in person at the tax office of the Ministry of Finance. A copy of the Chamber of Commerce registration extract is required to obtain a company tax number.
Suriname has a self-assessment system for taxes. Limited liability companies pay a fixed tariff. Regardless of the taxable income, the tariff is 36% a year. Turnover tax on taxable services is 8%, and on taxable goods, 10%. The self-assessment forms must be filled out by the company and submitted to the Tax Office.
Obtaining a Business License
For businesses in 26 sectors a business license from the Business Licenses Department of the Ministry of Trade and Industry must be obtained. The waiting time from application to approval is approximately 3 months. Business licenses can be obtained by the founder of the company personally at the Licensing Department of Ministry of Trade and Industry.
The sectors that require business licenses are:
01. Hair dressers
02. Construction companies and painting companies
03. Retail stores
04. Operators of a testing authority
05. Goldsmiths and Silversmiths
06. Airline companies
07. Shipping companies
08. Architects
09. Butchers
10. Bankers
11. Entertainment companies
12. Exchange offices
13. Millers
14. Insurance companies
15. Engineering companies
16. Retail stores
17. Gas companies
18. Hotels, motels, and guesthouses
19. Manufacturers of oxygen, acetylene, liquid carbon dioxide, food,
cement, soups, edible fats and oils, livestock feed, insecticides,
weed treatments and pesticides and fertilizers
20. Exchange offices
The other businesses and professions are not obliged to have a license but registration in the Trade Register of the Chamber of Commerce & Industry is compulsory.
21. Spraying companies that use aircraft
22. Pest control companies
23. Custom agents
24. Manufacturers of alcoholic and non-
alcoholic beverages, Manufacturing and
repair of steel and plastic vessels,
Manufacturing of paint, varnish, wheat
flour and wheat meal, processed meat,
pharmaceuticals, bandages, and articles
for domestic use;
25. Saw mills
26. Suppliers of fruit, fish, fish products, or
other food processing company
Structures for doing Business
Before registering at the Chamber of Commerce (KKF) it is very important to think about the legal entity that best suits the business model. The Structures for doing business are:
-
the sole proprietorship
-
partnerships
-
the limited liability companies (N.V)
-
the foundation
-
the (cooperative) association
The limited liability company and the sole proprietorship are the most common structures for doing business in Suriname.
The sole proprietorship
Sole proprietorship requires registration at the Trade Register except for agriculture, fishery and hunting activities not performed in legal entity form. In a sole proprietorship there is no distinction made between private property and business property. The owner of a sole proprietorship is personally liable for business obligations. The sole proprietorship is not a legal entity.
The limited liability company (N.V.)
The Limited Liability Company is a legal entity with a nominal capital divided into shares, in which each of the shareholders take a participating interest in the shares and which. The entity has the purpose to engage in economic activities. Creditors can only make claims on the assets of the company and not on the assets of the shareholders or director(s). This because the liability of shareholders is limited to the amount invested. During the phase of incorporation, individuals performing legal acts on behalf of the limited liability company in incorporation are personally and jointly liable.
Property Rights
Protection of Property Rights
Foreign and domestic private entities have the right to establish and own business enterprises and engage in all forms of remunerative activity. Secured interest in property, both movable and real, is recognized and enforced. Mortgages are common and are registered by the Mortgage Office. Acquisition and disposition of all property rights are protected and facilitated by law.
Intellectual Property
Intellectual property rights are not very strictly legislated. Suriname is a member of the World Trade Organization (WTO) and, since 1975, a member of the World Intellectual Property Organization (WIPO), it has not ratified the Trade Related Aspects of Intellectual Property Rights (TRIPS) agreement.
Due Diligence
-
The uniqueness of a company name can be verified at the Chamber of commerce and Industry.
-
Hiring A good lawyer is crucial to any successful business. A law firm can assist with documents, registrations etc.