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Ram & McRae Chartered Accountants 157 'C' Waterloo Street Georgetown Guyana, South America Tel: (592)-2-61072,60322,61301,76141 Fax:(592)-2-54221 Email: ramc@solutions2000.net |
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Establishing a Legal Presence in Guyana Constituting under the Companies' Act 1991 Documents and information required for incorporation of a company in Guyana Information required for registration as an external company in Guyana Documents required to accompany information under registration
Foreign Ownership and the Private Sector
This Information Package has been prepared by Ram & McRae, Chartered Accountants, to provide foreign companies and businessmen with a general overview of business practices in Guyana. It is intended to provide information that will assist the overseas investor in understanding the business environment in Guyana but does not seek to make any specific recommendations. Any laws or regulations referred to in this Package are subject to change by the relevant statutory authority. While great care has been taken to present the information as accurately as possible this Package merely represents an introductory summary and should not be considered an authoritative statement of the law. It is recommended that any person considering doing business in Guyana contact the Managing Partner of the firm, Christopher Ram for information on any specific areas.
Guyana, the only English speaking South American country with 83,000 square miles and a multi-cultural population of approximately 800,000 has attracted numerous foreign investors following its transformation from a socialist to a market driven economy. With access to the Caricom market and a beneficiary under the Caribbean Basin Initiative (CBI), many of the country's products gain preferential treatment into the US and enjoy duty-free treatment under the Generalised System of Preferences (GSP), duty-free access to the EU through the Lome Convention and to Canada through Caribcan. Within the past few years the corporate, fiscal and financial systems have been modernised, and all exchange controls removed. These measures have resulted in continuous significant economic growth despite some deficiencies in the physical and social infrastructure which are being addressed. The economy of the country is primarily based on agriculture, eco-tourism, forestry, fishery and mining in bauxite, gold and diamonds. Efforts are in progress to promote non-traditional agricultural produce and seafood - principally shrimp, and to encourage eco-tourism. Guyana is the home of Kaiteur Falls, the longest single drop falls in the world and the internationally famous Iwokrama Rainforest Project.
In the 1970's and 1980's, the country experimented with the political philosophy of Co-operative Socialism which resulted in the nation's social and economic decline. In 1991, there began a gradual movement to liberalise the economy with the Structural Adjustment Programme. With the change of Government in October 1992, serious efforts have been made to reconstruct the economy. The economy has since had an average growth rate of 7% resulting in a gradual improvement in living standards. In 1997 the stock of external debt continued to decline from the suffocating level of US$2.1Bn at December 1995. At December 1996 this had declined to US$1.5Bn following relief and rescheduling provided by the Paris Club under Naples Terms. In December 1997 the country benefited from further relief amounting to US$253M under the HIPC (Highly Indebted Poor Countries) Agreement. The weather pattern El Nino in 1997 resulted in reduced activity in the mining and agriculture sectors due to drought conditions which affected both the principal foreign exchange earners, rice and to a much lesser extent sugar. Despite this real GDP grew by 6.1% . The agriculture sector experienced a growth rate of 3.1% against a target of 5% and growth of 7.7% in 1996. Cane sugar and rice both declined against target but the forestry sector grew by 20% whilst the fisheries sector and mining also experienced growth. Declared gold production grew by 16%. Growth rate in the manufacturing sector was 4.5%. Whilst the services sector grew by 5.2%. The construction sector grew by 13% on account of an expansion in the public sector investment programme and increased activities in the housing sector. The inflation rate for 1997was 4.1%. The economy is expected to grow by 3.2% in 1998 and inflation is projected at 4.5% for 1998.
A decision to do business in Guyana will require the investor to consider the appropriate form of the business entity from both a legal and tax standpoint. Almost invariably the foreign investor will be an established corporation and the issue will be whether to incorporate a new company or register as an external company. Companies are governed by the Canadian-style 1991 Companies Act which replaced the previous Act which followed the British legal system.
Incorporation is effected when one or more persons agree to form a company in Guyana by filing Articles of Incorporation. The company thus becomes a legal entity in its own right. Documents AND INFORMATION required FOR INCORPORATION OF A COMPANY IN GUYANA Articles of Incorporation
Registration is effected where a company incorporated outside of Guyana chooses not to incorporate locally but to register as an external company by filing with the Registrar a statement containing specified information about the company. Registration does not create a separate legal entity but effectively only provides legal recognition of the company in Guyana. INFORMATION required FOR REGISTRATION AS AN EXTERNAL COMPANY IN GUYANA
REQUIRED DOCUMENTS TO ACCOMPANY ABOVE INFORMATION
Duties on both a fixed and ad valorem basis are payable on incorporation or registration.
Income of individuals is subject to tax under the Income Tax Act. The income of companies defined as bodies - corporate or unincorporate - and including branches of foreign companies is taxed under the Corporation Tax Act. In addition, all tax payers may be liable to Property Tax and Capital Gains Tax. Individuals and companies that are resident in Guyana are subject to tax on income arising from all sources in and outside of Guyana. However, in the case of earned income arising outside of Guyana, only that portion that is received locally is subject to tax. A non-resident person or corporation carrying on trade or business is only liable to tax on income accruing in or derived from Guyana regardless of where the income is received. A temporary resident individual or corporation is not liable to tax on income arising abroad whether received in Guyana or not. Income subject to income tax under the Income Tax Act includes any gains or profits from any trade, business, profession or vocation for whatever period of time it may have been carried on or exercised in Guyana. Individuals are entitled to a personal deduction of $216,000 per annum or $18,000 per month. Income between $216,000 and $350,000 is taxed at 20% while the excess over $350,000 is taxed at 331/3%. Individuals who are employed pay taxes by payroll deduction on the pay as you earn (PAYE) basis. Individuals who are self-employed, i.e., by way of any trade, business, profession or vocation, must pay taxes quarterly in advance on the first day of April, July and October and on December 31 of each year. Any balance of tax outstanding after the determination of the final liability is payable on or before April 30. Late submissions of returns attract a penalty of two percent (2%) of the tax assessed or five percent (5%) if the return is not submitted within the time specified by a demand notice. All companies are subject to tax on the income reported in the company's financial statements prepared in accordance with generally accepted accounting principles and subject to certain adjustments. The rate of tax for commercial companies is forty-five percent (45%) and for non-commercial thirty-five percent (35%). There are no special tax rates applying to particular industries. A commercial company is defined as a company that derives at least seventy-five percent (75%) of its gross income from trading in goods not manufactured by it and includes any commission agency, any telecommunication, banking or insurance other than long-term insurance company. A Minimum Corporation Tax (MCT) of two percent (2%) of turnover is payable by commercial companies. Commercial companies calculate corporation tax in accordance with normal principles. The tax payable is the greater of the charge at 45% of chargeable income or 2% of turnover. Any excess of the MCT over corporation tax at the normal rate is carried forward for set off against corporation tax payable in subsequent years. Companies may carry forward losses for an unlimited number of years, but the losses may not reduce the taxable income in any year by more than fifty percent (50%) or in the case of commercial companies the tax payable to less than two percent (2%) of turnover. Loss carrybacks are not allowed. The Act allows for tax purposes the deductibility of all expenses of a revenue nature wholly and exclusively incurred in the production of income. The principles of deductibility are generally similar to those which apply in North America and the United Kingdom. Deductions for administrative, technical, professional or other managerial services paid to a non-resident company or branch referred to in the Act as "head office expenses" may not exceed one percent (1%) of annual turnover. Charitable donations are not deductible unless these are made under a deed of covenant. Dividends paid by resident companies to other resident companies and to resident individuals are exempt from tax. A final withholding tax of fifteen percent (15%) is imposed on dividends paid to non-resident companies and individuals. Foreign Tax Relief is available under double tax treaties with Canada, the United Kingdom and member states of Caricom. Guyana may grant unilateral relief for foreign taxes paid in countries with tax systems and legislation similar to those in Guyana. Corporation tax is payable in advance in quarterly instalments computed on the preceding year's tax liability. Instalments are due on the 15th day of March, June, September and December. However, the Commissioner of Inland Revenue may require the company to calculate the instalments based on estimated income for the current year. Tax returns must be completed, signed and lodged with the Commissioner not later than April 30 following the year of income. Any balance of tax outstanding must be paid by this date as well. Failure to comply may result in interest being charged at forty-five percent (45%) on the tax outstanding in the first year and fifty percent (50%) thereafter. Resident individuals and companies and non-residents with net property in Guyana carrying on business in Guyana are liable to Property Tax. Net property includes tangible and intangible property, cash, receivables and other rights less any liabilities. Property tax is calculated at the following rates: Companies
Persons other than Companies
The deadline for the filing of returns and payment of property taxes is April 30 following the year of income. Non-compliance results in penalties similar to those applicable to corporation tax and income tax. Capital Gains Tax at 20% is imposed on the net chargeable gains derived from the disposal of capital assets. Gains derived from disposal within twelve (12) months of the acquisition date are treated as ordinary income and subject to income or corporation tax at the applicable rates. Gains derived from the disposal of assets held for more than twenty-five (25) years are exempt from taxation. Capital Gains Tax is not chargeable on the transfer of shares or stock held in a public company limited by shares. In the case of a company which was a private company immediately before March 7, 1994, and was subsequently converted into a public company limited by shares, the exemption applies only to capital gains arising from the change of ownership of shares or stock after the expiry of two years from the date on which the company was converted.
Foreign Nationals are required to obtain a work/residence permit from the Ministry of Home Affairs if he or she desires to be employed in Guyana. The following information is necessary when applying:
Fiscal incentives are primarily benefits granted to industrial entities by way of remission duties, taxes and levies. A major incentive in the form of exemption from Corporation tax for a specified period referred to as a tax holiday was abolished in 1994. However in 1998 in an effort to stimulate pioneering activities and open up new locations tax holidays will be reintroduced. Fiscal incentives are intended to stimulate local investment and attract foreign investors into the productive sectors of the economy. Accordingly, applicants for fiscal incentives must satisfy specific criteria. The quasi-government agency Guyana Opportunities for Investment (Go-Invest) is responsible for facilitating local and foreign investors in starting or expanding operations in Guyana.
The National and Social Security Act Cap. 36:01 provides for compulsory participation in the National Insurance Scheme of employed and self-employed persons. Contributions at the following rates are compulsory and must be deducted by the employer and paid over by the 15th of the month following the month for which the deduction is made: Employee 4.8% of insurable earnings Employer 7.2% of insurable earnings Limit to insurable earnings Weekly $ 10,385. Monthly $ 45,000. The Scheme provides for the payment of short-term, long-term and cash benefits on the basis of the number and level of contributions made by the employed person and his employer or by himself if self-employed.
Under the Companies Act and the Income Tax Act, a company is required to maintain adequate accounting records to give a true and fair view of the state of the company's affairs. Registers must be kept for Share and Debenture Holders, Directors and Officers along with minutes of meetings and resolutions of Directors and Shareholders. All companies registered under the Companies' Act 1991 are required to file with their tax returns annually financial statements which must comply with international accounting standards and be accompanied by an audit report issued by a member of the Institute of Chartered Accountants of Guyana (ICAG). For all practical purposes there are no controls on the movement of funds into or out of Guyana. Income and capital are freely repatriated. Exchange Control is governed by the Foreign Exchange (Miscellaneous Provisions) Act which was passed in April 1996 to replace the Exchange Control Act, Cap 86:01. The Act requires a declaration to the Comptroller of Customs when bringing in or taking out of Guyana more than ten thousand US dollars or its equivalent in any other currency.
The Guyana dollar floats freely according to market conditions. At August 1, 1998 the rate of the Guyana dollar to the US dollar was G$150. to US$1. FOREIGN OWNERSHIP AND THE PRIVATE SECTOR The Role of Foreign Investment Generally, the foreign investments in which Guyana is interested are those which, among other things:
Subject to regulatory permission there are, in general, no restrictions on the proportion of private or foreign ownership of any enterprise or asset. A foreign investor could choose to invest alone, or in partnership with other foreign/local investors and entrepreneurs.
Trade Unions are common and active in Guyana and membership is voluntary. There is legislation providing for working hours, the payment of overtime and holidays with pay. Wages are generally fixed by free collective bargaining. HOURS OF WORK AND STATUTORY HOLIDAYS Normal working hours are 8 1/2 hours a day, 5 working days per week with 1 hour for lunch. Overtime is usually paid at time and a half with double time on Sundays and holidays. The Statutory Holidays are:
The main legislation of interest to the investor are as follows:
Mail to yale@guyana.net.gy with questions or comments about
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