Suriname Info
Joined: 16 Nov 2006
Posts: 17
Home Country: suriname
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 Posted: Tue Nov 21, 2006 12:07 am Post subject: DOING BUSINESS IN SURINAME / SURINAME BUSINESS GUIDE |
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DOING BUSINESS IN SURINAME
STARTING A BUSINESS
STANDARDIZED COMPANY
Legal Form:
Minimum Capital Requirement: 1,000
City: Paramaribo
Registration Requirements:
Procedure 1. Deposit paid-in minimum capital
Time to complete: 1 day
Cost to complete: no charge
Comment: At least 10% of the subscribed capital should be deposited in the bank.
Procedure 2. Verify uniqueness of company name
Time to complete: 1 day
Cost to complete: SRD 25
Comment: The name search is done at the Chamber of Commerce.
Procedure 3. Obtain extract and nationality declaration from the Civil Registry of each founder
Time to complete: 1 day
Cost to complete: SRD 5 (SRD 1 per founder)
Procedure 4. Pay fee at the Accountancy and Finance Department of the Ministry of Justice and Police
Time to complete: 1 day
Cost to complete: included in procedure 6
Procedure 5. Pay fee at the Districts Commissioner
Time to complete: 1 day
Cost to complete: included in procedure 6
Procedure 6. Notarize company's articles of association
Time to complete: 3 days
Cost to complete: see comments
Comment: Limited liability companies must be founded through a legalized notarized act in Dutch. The company must submit draft articles of association and a request to start the company so the notary can provide a declaration.
The costs are calculated according to the following schedule: SRD 2,100 for the first SRD 1,000 of the nominal capital. For the outstanding amount of the nominal capital, an extra SRD 85 is added for every SRD 1000. The SRD 2100 include the SRD 350 for procedure 4 and the SRD 27 for procedure 5. In addition, a turnover tax of 8% of the total fee is paid for the notary's service
Procedure 7. Apply for company registration at the Trade Register in the Chamber of Commerce
Time to complete: 1-2 days
Cost to complete: SRD 50 to 100
Comment: The registration fee is also the contribution fee and has to be paid yearly. The following documents are required:
- draft statutes
- letter from notary on founding of the limited liability company
- 1 recent passport picture of each founder
- Copy of the passport or identification card of each founder
- 1 extract from Civil Registry of each founderThe company is registered as a Limited Liability Company in establishment before obtaining the approval of the President. After the approval of the President, the ‘draft Articles of Association' is changed by the public notary into ‘Articles of Association'. The company act will then be notarized
Procedure 8. Obtain approval of the act by the President
Time to complete: 500 days
Cost to complete: no charge
Comment: The act must be approved by the President of Suriname through a statement of no objection. This statement must be published in the Official Gazette. Before a company is officially established, it becomes a limited liability company ‘in establishment'. While being in establishment, the company can carry out activities but the owners are fully liable.
The following documents are submitted for the President's approval:
- two copies of the request to form a company
- three copies of the draft company statutes
- the original abstract fro the Trade Registry
- proof of payment at the Civil Registry
Procedure 9. Publish statement of no objection in Official Gazette
Time to complete: 2-3 days
Cost to complete: SRD 1500
Comment: The gazette is published every Thursday and Friday; however, the company can continue with the other formalities without waiting for the statement to be published. It is only after the publication that founders of the company cease to be personally liable
Procedure 10*. Register copy of approved act with the Trade Register of the Chamber of Commerce and Industry
Time to complete: 1 day
Cost to complete: no charge
Procedure 11*. Register company for taxes at the tax office of the Ministry of Finance
Time to complete: 1 to 2 days
Cost to complete: no charge
Comment: With the registration extract, the entrepreneur can obtain the tax number. The registration has to be completed in person. Suriname has a self assessment system for taxes. Limited liability companies pay a fixed tariff. Regardless of the taxable income, the tariff is 36% per year. Turnover tax on table services is 8%, on taxable goods 10%. The self assessment forms need to be filled out by the company itself and submitted to the tax office.
Procedure 12*. Register employees with an accident insurance
Time to complete: 2 to 3 days
Cost to complete: SRD 60 per person per year
Comment: All companies are required to insure their employees with an accident insurance. Other social securities are not compulsory
Procedure 13*. Obtain trade license
Time to complete: 6 months
Cost to complete: SRD 550
Comment: The license itself costs SRD 300, but there are many side costs. A one stop window in the Chamber of Commerce centralizes all the steps for the quoted fee.
Note: Procedures sometimes take place simultaneously. Instances of this are marked with an asterisk (*).
FORMS OF BUSINESS ORGANISATION
Suriname recognizes one-man businesses, open partnerships, limited partnerships, foundations, limited liability companies, cooperative associations, and branch offices.
A joint venture with a Surinamer is usually the easiest way for foreigners to do business in Suriname. A local business partner can help maneuver through some of the complicated trade and investment rules (especially if the investor does not speak Dutch).
In general, foreign investors and exporters are expected to maintain a higher standard of good business practices than Surinamese firms do. While Surinamese companies might get away with bending the rules, foreign companies are generally held to the letter of the law and discovered infractions are widely publicized. Certain segments of Surinamese society retain a nationalistic suspicion of foreign investors.
The N.V.
The public limited liability company (Naamloze Vennootschap or N.V.) is the only form of stock corporation recognized by Surinamese law and the most common form of business. A NV works like a small corporation with the shares usually in the hands of a few shareholders. Each incorporator must participate in the capital accumulation, at least 20% of which must be subscribed on incorporation.
All NVs start as I.O.s (in oprichting--translated as being set up). It takes at least 3-4 years to change over to be an N.V. and requires the approval of the President of Suriname One disadvantage of companies starting as an I.O. is that the individuals setting up the business are, during the time they are an I.O., legally responsible until the N.V. is set up and can be taken to court.
The deed of incorporation, which must be written in Dutch, must state the number and value of shares. Before the corporation begins its activities, at least 10% of each share must be paid and the President must approve the deed of incorporation, a process which usually involves an investigation by the Ministry of Justice, the Ministry of the Interior, the Chamber of Commerce, and the Inspector of Direct Taxes.
Reductions in capital are subject to public inspection and must be filed with the Commercial Register and announced in the Official Gazette. Shareholders have a right to object to reductions in the company’s capital up to 2 months after it is publicized.
Regulations on voting, stock transfers and meetings should be described in the deed of incorporation. At least one general meeting of shareholders must be held annually. Only shareholders can have voting rights and at least 20% of the capital must be represented by voting members.
A general meeting of shareholders may dismiss, suspend, or appoint managing directors and supervisory directors.
Directors can be held liable for improper actions.
Balance sheets and a profit and loss account must be submitted annually to the shareholders for approval along with criteria by which assets had been valued.
A group of shareholders holding at least 20% of the stock may request an auditor from the district court to investigate the company’s financial affairs.
A corporation may be dissolved by a general meeting of shareholders, on the expiration of its term (if specified in its articles of incorporation, although usually, a corporation’s term is infinite), or after a declaration of bankruptcy.
A declaration of bankruptcy made by a general meeting of shareholders must be announced in the Official Gazette and filed with the Chamber of Commerce and Industry (KKF). After dissolution, a corporation can only wind up its business.
The managing director is responsible for paying the corporation’s creditors unless another liquidator is appointed by the declaration of bankruptcy. No redress for wages of former employees is possible after dissolution. Any assets remaining after debts are paid can be distributed to shareholders 2 months after a plan is published in the Official Gazette. Any interested party may oppose the plan and suspend distribution during this time period.
Within one month of the final distribution, an account of the liquidation must be published at the Chamber of Commerce and Industry (KKF) and at another location. Notice of the final account’s publication must be published in the Official Gazette.
If within three months of the announcement in the Official Gazette, no suits are brought against the liquidator, the dissolution is considered complete.
Partnerships
Four kinds of partnerships are recognized under Surinamese law:
* professional partnerships (maatschap) – mainly used in accounting, law, and medicine. Each partner contributes to the partnership, but remains solely responsible for debts due to misfeasance, unless one partner is given power of attorney or all partners stood to gain from those actions.
* general partnerships (vennootschap onder firma) – joint liability. Each individual contributes and each is liable for debts. If there is one general partner, his bankruptcy entails bankruptcy of the partnership.
* limited partnerships (commanditaire vennootschap) – one or more general partners and one or more limited partners. The limited partners are only liable to the extent they contributed to the assets and participated in management, while the general partners are fully liable, although individual bankruptcies (if there is more than one general partner) do not entail the bankruptcy of the partnership.
* partnerships limited by shares (commanditaire vennootschap op aandelen) – partnership represented by (usually fully transferable) shares. Partners may be general or limited according to the deed.
Professional, general, and limited partnerships are governed by the Civil Code and not considered separate legal entities. Partnerships limited by shares are governed by the Commercial Code of Suriname and are considered separate entities for tax purposes.
TAXATION
Direct taxes provide only a small portion of governmental revenues, and payments have been in arrears for years. By far the greatest tax sources are the bauxite-related industries. Companies are taxed on the sum of all net profits. The corporate income tax has a flat rate of 38%, and the dividend tax is 25%. All the operating costs of a company are tax deductible, at set rates for certain equipment. The main indirect tax is Suriname's value-added tax (VAT). As of 1 December 2002, the basic rate for goods was raised from 8% to 10%, and the basic rate for services, from 7% to 8%. Staple foods are exempt from VAT. |
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