Choosing a Business Structure in Trinidad

Choosing a Business Structure In Trinidad & Tobago A foreign investor can choose from a variety of structures to pursue an investment opportunity in Trinidad & Tobago. There are a number of factors to be weighed in making this choice, including tax. In this Chapter, Myrna Robinson-Walters, Partner Emeritus in Hamel-Smith¶s Tax Practice Group, and Nadia Henriques, Associate in its Business Transactions Practice Group, give an overview of the available business structures, their formation requirements and regulations, as well as the advantages and disadvantages. Some of the contractual arrangements entered into between the different entities, and the limitations set by the law on these arrangements are also discussed. Options for Business Entity/Structure A foreign investor has various options available for carrying out its investment activity in Trinidad and Tobago. These include: forming a limited liability company; establishing a branch; establishing a partnership; y establishing a joint venture; and acquisitions and mergers. Establishing an agency arrangement with a local partner is discussed in the section Agency, Distributorship and Franchise. It is important for the investor to determine the most appropriate legal structure to achieve its goals. Frequently, taxation is one of the most important factors but other considerations affecting the choice of business structure include the size and complexity of the proposed operation, the security required by financiers, the cost of complying with statutory requirements, and whether limited liability is required or desirable. Incorporation of a Company Incorporating a company in Trinidad & Tobago is a relatively straightforward process. An incorporated company is a legal entity separate and distinct from its members. A company has perpetual succession, the ability to enter into contracts, the ability to sue and be sued, and both criminal and civil liability. In the case of a trading company, the most common form is that of a company limited by shares. Shareholders may elect to have either limited or unlimited liability. Limited Liability Compa ny Where a company is limited by shares, the liability of each shareholder for debts or expenses (in the event of winding up) will be limited to the unpaid amount on his shares (since unpaid shares are not permitted for new companies, this is not significant). Former members who have not been members for more than one year are excluded from liability . This is a common type of business structure with well developed statutory and case law support which provides a foreign investor with a level of certainty of the outcome of any disputes. For foreign investors seeking to strengthen their commercial presence and operations in Trinidad and Tobago, incorporating a local subsidiary may create the impression that the company is rooted locally. This, in turn, may lead to greater acceptance in the local business environment, especially when compared to a foreign company operating through an agent. Other main advantages of incorporation of a company are: Option of limited liability to the shareholders Ease of transfer of control

Choosing a Business Structure in Trinidad

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