Corporate Law at Haiti
Here’s an overview of Corporate Law in Haiti:
Corporate Law in Haiti
1. Legal Framework
Haitian corporate law is primarily based on the Civil Law system, heavily influenced by French law.
The main legislation governing companies is the Commercial Code of Haiti (Code de Commerce).
Additional regulations and decrees may apply for company registration, taxation, and foreign investment.
Haiti’s legal system has been historically challenged by political instability, but reforms are ongoing to improve the business environment.
2. Types of Companies
Common business entities in Haiti include:
Société à Responsabilité Limitée (SARL) — Limited Liability Company
Most popular for small and medium businesses. Liability limited to contributions.
Société Anonyme (SA) — Public Limited Company
For larger businesses, can issue shares to the public.
Société en Nom Collectif (SNC) — General Partnership
Partners have unlimited joint liability.
Sole Proprietorships
Individual business owners with unlimited liability.
3. Company Formation
Registration is done through the Centre de Formalités des Entreprises (CFE) or local chambers of commerce.
Required documents generally include:
Articles of incorporation
Identification of directors and shareholders
Proof of registered office
Declaration of capital
Companies must be registered in the Commercial Registry (Registre du Commerce et du Crédit Mobilier - RCCM).
4. Corporate Governance
SARL: Managed by one or more managers.
SA: Governed by a Board of Directors and general meetings of shareholders.
Annual general meetings (AGMs) are required to approve accounts and make key decisions.
Companies must maintain proper accounting and submit financial statements.
5. Capital Requirements
SARL: Minimum capital is usually modest, but exact amount can vary.
SA: Minimum capital is higher and regulated by law.
Capital must be deposited and proof provided during registration.
6. Foreign Investment
Haiti welcomes foreign investment but has some bureaucratic hurdles.
Foreign investors may own 100% of companies.
Some sectors might require special licenses or approvals.
Incentives may be offered under special economic zones or investment laws.
7. Taxation
Corporate tax rate is generally around 30%.
Other taxes include VAT, withholding taxes on dividends and interest, and payroll taxes.
Tax administration can be complex due to infrastructural challenges.
8. Dispute Resolution
Commercial disputes are settled in civil courts.
Arbitration is possible but less commonly used.
The judicial system faces challenges in enforcement and delays.
9. Challenges
Political and economic instability affects legal certainty.
Bureaucracy and corruption may impact business operations.
Infrastructure and institutional weaknesses exist but reforms are ongoing.
Summary
| Aspect | Details |
|---|---|
| Governing Law | Haitian Commercial Code (Civil Law) |
| Common Company Types | SARL, SA, SNC, Sole Proprietorship |
| Share Capital | Varies by company type |
| Foreign Ownership | Allowed 100% |
| Corporate Tax Rate | Approx. 30% |
| Registration Body | Commercial Registry (RCCM) |
| Legal System | Civil Law influenced by French law |
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