A corporate entity incorporated outside Suriname, may incorporate a new entity with the corporate form of a limited liability company or establish a branch in Suriname.
The incorporation of a limited liability company
The limited liability company is a company limited by shares, in Dutch: “naamloze vennootschap” (subsidiary). A shareholder participates through one or more transferable shares in the equity of the company. The “naamloze vennootschap” is established by notarial deed; with standard model deed, or by the Government if it is (co-) founder.
The “naamloze vennootschap” is a legal person with one or more registered shares:
- after the deed of incorporation has been passed by the notary public
- if the incorporation takes place using standard model deed A (as determined by order of the Minister of Trade, Industry and Tourism) and legalization of the signature of the founder by the Chamber of Commerce and Factories is done
The “naamloze vennootschap” needs to be registered at the Trade Register of the Chamber of Commerce. The (annual) registration fee will be determined based on the size of the investment (invested capital).
If the founder or shareholder is a foreign entity a license from the Foreign Exchange Commission is mandatory.
Setting up a branch
Foreign companies can establish a branch within Suriname. They must register the branch at the Chamber of Commerce. For the registration, an annual contribution must be paid, of which the amount will be determined by the Chamber of Commerce, depending on the invested capital. Please note that the head office is always liable for the actions of the Surinamese branch.
The law stipulates certain activities that need a business license from the Ministry of Trade and Industry to carry out those activities. Note that according to the Chamber of Commerce and Industry a business license does not have to be obtained if a company provides services/products to one customer only.
Companies and Professions that require a business license:
- construction and/or painting contractor
- engineering company
- gold and silversmith
- exchange office
- hairdressing salon
- an inspection body as referred to in the 1957 Driving Decree
- air and water transport companies (including shipping and aviation companies)
- carrying out spraying work by means of aircraft
- hotel, motel, guest houses
- travel agency
- companies where entertainment games are offered
- pumping installations, whether mechanically driven, with underground reservoirs of petrol, diesel oil, mixture of other mineral oils (so-called gas stations)
- pest control company
- peeling miller
- manufacturer of alcoholic and/or non-alcoholic drinks
- companies manufacturing oxygen, acetylene gas and liquid carbon dioxide, gas and liquid nitrogen, biscuits, food, cement, stock cubes and soups, edible fats, edible oils, animal feed, insecticides, insect and weed control products and fertilizers
- companies involved in the construction, manufacture, and repair of steel and plastic vessels
- factories for paint and varnish, wheat flour, meat, pharmaceuticals, bandages, household articles
- processing plants for fruit, fish products and other tissue