BUSINESS REGISTRATION’S REQUIREMENTS OF BRANCHES OF FOREIGN COMPANIES IN HAITI
26 June 2021
| 12:27 am
|Droit commercial, Droit des sociétés
Haiti is open for business registration!
This was the slogan of President Martelly at the time of his investiture about 6 years ago. However, well before this speech, structures to serve foreign investors were already established in the country through the Center of Facilitation of the Investments (CFI). Foreign businessmen have the choice when setting up businesses in Haiti (sole proprietorship, or joint-stock company, or LLC) and set up a branch of their company (franchise) there. In this article will discuss procedures for the registration of branches (franchise) of foreign companies.
Business registration with the Ministry
The branch, which is a subsidiary of the parent company, represents its interests in the country in which it is established. While receiving orders from the latter, it acts on its behalf and commits it to the decisions it has taken. The branch should therefore be registered with the Ministry of Trade and Industry and with other institutions in other agencies such as the Customs, the Ministry of Social Affairs and Labor, etc. Depending on its sector of activity, it may be required to obtain authorizations from state institutions such as the Ministry of Tourism, the Environment, the Bureau of Mines, Health and Interior. Other entities that may be required to have licenses are insurance companies, banks, etc. A branch (franchise) may be required to submit its accounts (we are talking about the branch and not the parent company) and pay its related taxes for the transactions and operations undertaken in Haiti. Tax concessions may be imposed but this requires a study of the tax laws of the country of the parent company and an assessment with the competent authorities.
The parent company
The parent company by its subsidiary is subject to Haitian laws even though it is located in another jurisdiction. This is possible by the fact that the branch does not have a different (independent) legal status from the parent company. The parent company is therefore generally responsible for all the obligations of the branch (debt for example). It may therefore prosecute and be prosecuted before the courts of the Republic of Haiti.
The registration formalities are as follows :
Legalization of the statutes and constitutive acts of the company in the Consulate General of Haiti in the country (state) where the company is located. If there is no consulate in the country where the registered office of the company is located, these documents must be authenticated at a Notary’s office. Constitution of Haitian lawyer for the formalities of registration.
Translation of documents written in a foreign language by an expert committed by the Clerk of the Courts.
Legalization of the signature of the Consul to the Ministry of Foreign Affairs or legalization of the signature of the notary of the domicile of the company.
Request addressed to the Ministry of Trade and Industry (MIC) by a lawyer.
Legal Follow-UP of registration (the deposit of the ¼ of the share capital is not required)
A copy of the request to the CFI for follow-up.
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