Population
Trinidad and Tobago is the sixth most populated country in the Caribbean. The most recent figure for the population stands at 1,408,966. According to a report from the Central Intelligence Agency, from their latest 2024 estimate, Trinidad and Tobago has a population distribution of 708,260 males and 700,706 females. The official language spoken is English.

Location
The Republic of Trinidad and Tobago is located in the southern Caribbean Sea, just off the northeastern coast of Venezuela. It is part of the Lesser Antilles Island chain in the West Indies. Trinidad is the larger of the two main islands, lying to the south of Tobago. Together, they form the Republic of Trinidad and Tobago. This location places Trinidad and Tobago in a strategic position in the Caribbean, with Trinidad being closer to the South American mainland than most other Caribbean islands. Trinidad is only 11 km (6.8 miles) off the eastern coast of Venezuela. Tobago is 32.2 km (20 miles) to the north-east of Trinidad.

Climate and Ecosystems
Trinidad and Tobago experiences a tropical climate characterized by high temperatures year-round, given its relatively close position to the equatorial line. The islands have a wet season from June to December and a dry season from January to May. Rainfall is abundant, especially during the wet season, with Tobago generally receiving more rain than Trinidad. Due to their southern location in the Caribbean, Trinidad and Tobago is less prone to hurricanes compared to islands further north.

Communications
There are strong land, sea, and air transit connections. Numerous European and North American airlines, as well as Caribbean Airlines, serve both international airports: Piarco in Trinidad and A.N.R. Robinson in Tobago. There are direct aviation flights to and from the United States, Georgetown, Panama, and the United Kingdom to name a few. The most significant industrial hub and the center of the energy industry, Point Lisas, and Port of Spain, are home to the two principal international marine ports.

Modern fiber optic trunk lines, cellular and wireless services, and other cutting-edge technology make up dependable and modern telecommunications services. The nation is placed on the network of international digital highways by being connected to a dedicated digital line. Trinidad is in a prime position to establish a remote services cluster due to recent improvements made to the area's telecommunications infrastructure and the arrival of new service providers.

Financial System
The financial system is firmly controlled and well-organized. The Central Bank of Trinidad and Tobago establishes reserve requirements, discount rates, and monetary policy. It controls how commercial banks and other financial organizations conduct business. With 123 branches, there are eight (8) commercial banks.

A Unit Trust Corporation, a secondary mortgage company, credit unions, merchant banks, finance houses, trust companies, mortgage finance institutions, and more than thirty (30) insurance businesses are among the other non-bank financial organizations. Deposits up to TT$125,000 are guaranteed by the Deposit Insurance Corporation. The Central Depository, the Trinidad & Tobago Stock Exchange ("TTSE"), and the National Insurance System ("NIS") are a few other development financing organizations that support small business development, securities, and the commercial, agricultural, and agricultural industries. The Trinidad and Tobago Securities and Exchange Commission ("TTSEC") oversees the securities sector.

Trinidad and Tobago maintains memberships in the World Bank, the Inter-American Development Bank, the International Monetary Fund, and the General Agreement on Tariffs and Trade. It has a good reputation among the members of several regional, hemispheric, and international organizations in which it is active.

The Companies Act, 1995, Chap. 81:01 (as amended by the Companies Amendment Act, 1997) was implemented by the Republic of Trinidad and Tobago on April 15, 1997. The Companies Act has a number of practical provisions that allow greater flexibility to pursue commercial objectives, such as the introduction of “one-man companies,” the elimination of the ultra vires rule, the simplification of the capital structure with the elimination of “par value” shares, and introduction of “amalgamations” as a tool that can facilitate restructuring, mergers, and tax planning; other practical effects on business practices and opportunities in Trinidad and Tobago include the following: the extension and re-enforcement of directors’ duties and liabilities; and the shifting of power between controllers of companies and minority shareholders to significantly favor their interests.

The Companies Registry Online System ("CROS")
Prior to the implementation of the CROS system, the corporate filing system in Trinidad and Tobago was done manually at the Registry’s office. The Registry officially introduced CROS on February 1, 2023, with the goal of facilitating electronic and remote commercial transactions. Under the CROS, the following individuals must register and submit an application for a Companies Registry Account ("CRA"):

• Directors of a Company incorporated under the Companies Act;
• The Secretary of a Company incorporated under the Companies Act;
• All Directors of an External Branch Company registered under the Companies Act;
• All Directors, Managers, Officers or Trustees of a Company created by an Act of Parliament;
• All Partners of a firm/partnership registered under the Registration of Business Names Act;
• Any Person who wishes to Incorporate a Company or Register a Business Name, Non-Profit Organization, External Branch Company; or
• Anyone whose name is on a record maintained by the Companies Registry or who intends to use the facility.

The Registrar General has mandated that the following service will be done online via CROS in accordance with the Electronic Filings Regulations:

• Registration of i) a business; ii) an external company; or iii) a Non-Profit Organization.
• Incorporation of i) a Profit Company or ii) a Non-Profit Company.
• Filing of i) Annual Returns; ii) Notice of Directors/Change of Directors; iii) Filing of Notices of Secretary/Change of Secretary; and iv) Filing of Notices of Registered Office Address.
  In Trinidad and Tobago, there are several recognized categories of legal entities, each with unique benefits. The following are some of the most popular types of business structures:
  
  • The most popular type of incorporation is a company with limited liability, limited by shares. In this scenario, the shareholders’ liability for obligations and expenses is restricted to the outstanding balance on their shares. For international companies looking to make a strong local presence and integrate themselves within the fabric of Trinidadian business, this may be a compelling choice.
  • Registration of an external company (branch): An external company is one whose incorporated body was established in accordance with the legal framework of a different country. After establishing a location of business in Trinidad and Tobago, an outside firm has 14 days to register with the local Companies Registry. The external company can do business in Trinidad and Tobago and function similarly to a locally incorporated company after registering.

Business Structures:
The Companies Act identifies 4 categories of for-profit corporate entities which include: a) an unlimited liability company; b) a company limited by shares; c) a company limited by guarantee; and d) a company limited by both shares and guarantee.

Limited Liability Incorporation
To incorporate a limited liability in Trinidad and Tobago requires: a) the reservation of a business name and b) registration of the business name as the Registration of Business Names Act precludes the registration of businesses that share the same name. The company must also file Articles of Incorporation to the Companies Registry in accordance with the Companies Act along with a Declaration of Compliance, a Notice of Directors, a Notice of Secretary, and a Notice of the Registered Office of the Company. The Companies Act establishes formal procedural standards in addition to corporate record-keeping and reporting responsibilities. These requirements include the filing of Annual Returns, Beneficial Ownership Compliance Forms, Statutory Notices of Change of Directors, Secretary, and Address, and maintaining the appropriate Statutory Registers.

Incorporation of a Branch of a Foreign Company
When a corporation is incorporated under the laws of a nation other than Trinidad and Tobago, it is referred to as an external company. Stated differently, a local Companies Registry will register a branch of the foreign company. Establishing a branch will boost and fortify an international investor’s business position in Trinidad and Tobago.

An "external" firm must register at the local Companies Registry within 14 days of establishing a location of business. A firm must submit an Application for Registration of the External Branch firm in the prescribed form, accompanied by the accompanying papers, to the Registrar of Companies in order to complete the registration process.

Such accompanying documents include:

• The Charter, memorandum and articles or other corporate instruments defining the Constitution of the External Company;
• An affidavit or solemn declaration verifying the accuracy of the corporate instruments;
• A Power of Attorney in favor of a locally incorporated company or two or more persons resident in Trinidad and Tobago empowering them to accept service in Trinidad and Tobago of legal process and notices;
• A statutory declaration by an attorney at law;
• The prescribed fees; and
• Particulars in relation to the External Company’s incorporation, its share capital, address and directors.

Within 30 days of the anniversary of its registration, a branch office of an outside company must file its annual return with the Registrar of Companies. Any modifications to the External Company's name, bylaws, objectives, or business restrictions, or to its board of directors, must be submitted within 30 days after the original change. The branch and the local subsidiary both pay the same corporate tax rate.

Partnerships
The Partnership Act, Chap. 81:02 allows for the formation of partnerships in which the parties conduct business with the goal of making a profit but do not incorporate. Partnerships and the ensuing legal relationship between parties are governed by the Partnership Act, once an agreement between the parties does not expressly provide that the agreement should operate to the contrary. A partnership is not a distinct legal entity in Trinidad and Tobago, rather, participants are equally and severally liable for the partnership's debts and responsibilities. Since each partner is regarded by the law as the other's agent, even one partner's unlawful activity may bind the other partners to third parties. Each partner is responsible for paying their portion of the partnership's debts upon dissolution.

Joint Ventures
A joint venture’s participants may choose to set up the arrangement as a partnership agreement, a joint venture company, or a strictly contractual arrangement in the form of a joint venture agreement. To do so, the participants should consider their options and choose one that will result in the most suitable vehicle based on the specific conditions. The following considerations influence this decision: i) minimizing risk or exposure to the joint venture parties; and ii) choosing the alternative that offers them the best financial and tax structure.

When the participants in a joint venture choose a Partnership Agreement or a purely contractual arrangement, it is typically for a single, short-term activity. When a continuous business is anticipated, a joint venture firm should normally be formed.

The format of the articles or bylaws in a joint venture carried out through the use of a different legal entity will be determined by the agreements reached by the parties. The following formats can be combined to create articles or bylaws:

• Deadlock situations in which all parties must agree in unanimity before the company can take action;
• In a situation where the parties disagree, arrangements between the parties may be made for the dissolution of the company or for one party to buy out the other;
• Minority shareholders who want some form of protection can exercise veto power over specific important issues.

As an alternative, a joint venture business may choose to incorporate under standard articles, which would then be governed by the provisions of a joint venture/shareholder agreement that would specifically outline the agreements between the parties. The parties are able to maintain more privacy when employing this technique.

For the ensured success of a joint venture, certain factors must be considered such as, inter alia, the objectives of the parties to the joint venture, as well as the nature and length of the transaction, the funding and financial management, the type and quantity of funding, and the relative sizes of the interests of the various parties

Acquisitions
The most common way of acquiring an existing local, privately-held company is through the purchase of its shares. Since the target company's assets and liabilities are typically unaffected by a change in ownership of the shares, it is crucial that the investor perform thorough due diligence and include comprehensive warranties and indemnities in the share purchase agreement. This way, if the company turns out to have liabilities or other shortcomings that were not anticipated, it may be able to recover a suitable portion of the purchase price.

The transfer of shares must also be accompanied by a Valuation Report provided by the Company’s Auditor. The price of the buyer's financial and legal counsel as well as the stamp duty that must be paid on the transfer of shares are normally included in the costs of a share purchase transaction.

Where the target’s shares are unlisted on the Trinidad and Tobago Stock Exchange, stamp duty is payable at the rate of $5.00 per thousand of the greater of the consideration and the share market value. The Board of Inland Revenue determines the value of shares having considered the target’s most current management and/or audited financial statements, as well as an up-to-date valuation of the shares prepared by a chartered accountant.

Any share transfer involving a listed firm will be subject to stamp duty, which is calculated a 5% of the transaction’s market value based on the share price on the Trinidad and Tobago Stock Exchange.

Acquisitions of public companies or significant stakes in public companies would be subject to regulation by the Trinidad and Tobago Securities and Exchange Commission and may trigger and require compliance with merger control requirements (see relevant section on Mergers below)

Mergers
Despite the relatively small market size of Trinidad and Tobago, consideration should be given to the local merger control system when assessing the regulatory clearances that could be deemed before a merger or acquisition deal closes. Following the implementation of a relatively new merger control regime in Trinidad and Tobago, merging entities are now required to evaluate whether a proposed merger would fall under the purview of the Fair Trading Act, Chap. 81:13, even in situations where the parties to the transaction may have a minimal local presence or relatively small local sales. A merger filing is triggered where all of the three thresholds are satisfied:

• The transaction is considered a merger, which is defined as the cessation of two or more enterprises from being distinct whether by purchase or lease shares or assets, amalgamation, combination, joint venture or any other means through which influence over the policy of another enterprise is acquired;
• The parties’ gross worldwide assets exceed TT $50 million; and
• Any of the parties to the proposed merger carries on business in Trinidad and Tobago or intends to carry on business.

If the aforementioned thresholds are reached, parties contemplating a merger or acquisition transaction must act in advance, since the Fair Trading Act forbids parties from completing a merger without authorization and the penalties are harsh. One month (30 days) from the date the Commission receives the merger application is the legislative review period during which the Commission must decide whether to approve the merger. In practice, the one-month review period starts as soon as the Commission indicates an application is considered complete and that no further information is needed for it to commence its review. Confirmation is usually received within one week of submitting an application.

Income Tax
Corporations are regarded as artificial persons under the Companies Act. Only income that is directly or indirectly earned in or derived from Trinidad and Tobago is subject to taxation for non-resident businesses operating there. It is important to note that certain legislative tax provisions exist that identify the branch’s actions as being those of the foreign company, which may result in further tax charges and exposures.

The typical corporation tax rate is 30%, yet this figure may differ depending on the category of business.

Business Levy
Corporations are subject to a business levy at the rate of 0.6% of gross revenue or receipts, which is payable where the business levy exceeds the corporation tax liability. Certain businesses are exempt, such as petroleum companies and businesses with yearly sales under TTD 360,000. For company tax purposes, the levy is an expense that cannot be written off.

Within the first 10 years of their listing on the Trinidad and Tobago Stock Exchange, small and medium-sized enterprise ("SME") companies are subject to the following business levy rates, which are divided into five-year intervals and computed as follows:

• 0% following listing for the first five years.
• 50% of the business levy rate for the five years that immediately followed the preceding period, after which the standard rate will apply.

Green-fund Levy
Businesses and partnerships operating in Trinidad and Tobago are subject to a green fund levy at the rate of 0.3% of the business’s gross revenue. This quarterly levy is not a credit against the amount of corporate tax owed, and the business is not permitted to claim it as a deduction when determining its assessable income for corporation tax purposes. For SMEs that are listed on the Trinidad and Tobago Stock Exchange, the green fund levy will be determined as follows:

• 0% following listing for the first five years.
• 50% of the green fund levy rate for the five years that immediately followed the preceding period, after which it will be determined at the regular rate.

Value Added Tax ("VAT")
Many different types of goods and services are subject to VAT. For commercial supplies, the standard rate is 12.5%.

Crude oil, natural gas, and exported commodities and services are all zero-rated, as are staple foods and agricultural supplies. For non-residents, hotel accommodations and yacht services are zero-rated.
Financial services, real estate brokerage, residential rentals, and educational services are among the services that are excluded. VAT is not applied to imported inputs from manufacturers that require significant capital.

For a full year, businesses producing commercial supplies must register for VAT at a rate of TTD 600,000.

Branch Income Tax
Any income that originates or is accrued in Trinidad and Tobago, whether directly or indirectly, is taxable to a branch. The tax rates that apply to corporation profits also apply to branch profits. Furthermore, branch profits are subject to a 3% withholding tax after corporation tax and reinvestments are deducted.

Property Tax
The Property Tax Act, Chapter 76:04 as amended by the Property Tax (Amendment) Act 2024 (together with the "PTA") and the Valuation of Land Act Chapter 58:03 as amended by Act No. 17 of 2009 have created a property tax, imposed on property that falls within the definition of "land" for the purposes of the PTA.

The "owner" of the land as determined by the PTA is required to pay property tax. The tax payable on the land is based on the "annual taxable value" (the "ATV") of the land and is subject to taxation at different rates that are outlined in Schedule 1 of the PTA:

• Commercial land is taxed at 5% of the ATV, while residential land is taxed at 2% of the ATV;
  Industrial land is classified as follows:
  
  • agricultural land is taxed at 1% of the ATV;
  • plant and machinery housed in a building is taxed at 6% of the ATV; and
  • plant and machinery not housed in a building is taxed at 3% of the ATV.

Nonetheless, there are certain exemptions from property tax which include but are not limited to land used as churches, chapels and places of public worship for any religious denomination, school buildings, offices and playgrounds of schools, land maintained for the purposes of education, philanthropic or religious purpose, land owned and occupied by an incorporated charitable institution, land declared exempt, land belonging to the State, a State Authority or controlled by the State and land owned or occupied by a foreign government or international organization of which Trinidad and Tobago amongst other exemptions listed at Section 16 (1) of the PTA.

The owner must pay the tax to the Board of Inland Revenue, whoever that person is judged to be on or before the 30th of September of the relevant year.

Conditions of Employment
Relationships between employees are governed by:

• the terms of the collective bargaining agreement and/or employment contract, if applicable;
• common law precepts;
• legislation controlling certain circumstances; and
• the principles of ‘good industrial relations practice’ which are not codified but are instead to be gleaned from the decisions of the Industrial Court.

Employment contracts should ideally be in writing, although there isn't a set rule dictating this. In practice, they are frequently partially written and partially oral. Usually, a letter of appointment lays out the fundamental terms and circumstances of employment. It typically includes a job description or list of duties, as well as a general clause requiring the employee to perform any additional duties that may be necessary. The conditions of any collective agreement between the employer and the union may also apply to the employment relationship where workers are represented by a recognized majority union.

Formalities and Registration
Employers must register with the National Insurance Board and the Board of Inland Revenue.
The structure of the employment contract and the phrases that need to be included are not regulated by law.

Employment Agreements
The terms of the employment contract should be carefully considered as they offer the chance to clarify many important issues, including the notice period that will be required upon termination and the conditions that the employer deems necessary for the protection of its trade secrets and intellectual property. Restrictive covenants, when applicable, may be included in the contract to forbid an ex-employee from starting a rival company or working for one within a specific region for a predetermined period of time.
These terms may be enforceable if they are reasonable between the parties and reasonable in light of the public interest, even though they are initially void because they are against public policy. A restriction that appears to remain in place after an employee's employment ends is not reasonable unless it safeguards the employer's legally recognized proprietary interests. Even in cases when these acknowledged interests are involved, the restrictions placed on the worker must not exceed what is logically required to safeguard those interests, otherwise, they will be nullified.

Employment Obligations

• Minimum Wage
  Workers who make up to TT$30.75, or 1.5 times the minimum hourly pay, are eligible for overtime, which is computed using a statutory formula outlined in the Minimum Wage Order ("MWO"). Employees who make more than this amount are not subject to any legislative obligations. However, employers are free to choose to give their staff overtime compensation. In order to determine what constitutes "good industrial relations practice" and to remain competitive in the labor market and attract personnel, general industry practice plays a significant role in deciding whether overtime rates should be paid.
• Overtime Hours
  Workers who make up to TT$30.75, or 1.5 times the minimum hourly pay, are eligible for overtime, which is computed using a statutory formula outlined in the MWO. Employees who make more than this amount are not subject to any legislative obligations. However, employers are free to choose to give their staff overtime compensation. In order to determine what constitutes "good industrial relations practice" and to remain competitive in the labor market and attract personnel, general industry practice plays a significant role in deciding whether overtime rates should be paid.
• Leave
  There are no formal regulations controlling sick leave in Trinidad and Tobago, with the exception of a few industries for which special arrangements are established under a Minimum Wages Order. But over time, some traditions and behaviors have changed. For instance, a statute governing some public sector businesses allows for up to 14 days of paid sick leave annually; many private sector firms have established their own sick leave policies using this 14-day cap as a reference.
  
  There are no formal regulations controlling the amount of vacation leave that employees are entitled to in Trinidad and Tobago (again, with the exception of some industries for which special arrangements are provided under a Minimum Wages Order).
  
  A female employee who has worked continuously for an employer for at least 12 months is entitled to 14 weeks of maternity leave under the Maternity Protection Act, Chap. 45:57. Maternity benefits are also available to female employees via the National Insurance Program. Although businesses are free to choose whether to provide paternity leave, there are currently no laws limiting this benefit.
• Occupational Health and Safety
  A legislative framework governing health and safety in the workplace is outlined in the Occupational Health and Safety Act, Chap. 88:08. Furthermore, all employers are required by general common law to provide competent staff, appropriate plant and equipment, a safe workplace, and a safe work system in order to provide reasonable care for their workers during the course of their employment. Additionally, employers are required by the Workmen's Compensation Act to obtain insurance to cover workmen's compensation claims.
• Statutory Deductions
  Employers must pay income tax, which is deducted on a Pay As You Earn ("PAYE") basis from the employee's chargeable income after deductions for various criteria such as tax credits, allowances, and deductions are applied. The employee is responsible for paying these taxes. That being said, the employer bears the responsibility of taking that amount out of the employee’s pay and sending it to the Board of Inland Revenue.
  
  In addition, a Health Surcharge Tax is due from every employed individual between the ages of 16 and 60. This tax is used to pay for public health care. The tax amount fluctuates based on the payee's income, although it usually doesn't go over TT$8.25 per week. The employer bears the responsibility of withholding the Health Surcharge Tax from the employee's salary and sending it to the Board of Inland Revenue, even if the employee bears the responsibility for its incidence.
  
  A mandatory National Insurance Scheme, or "NIS," is also in place for all employed individuals between the ages of 16 and 65. The National Insurance Act specifies a formula that is used to compute contributions. Companies pay a portion of the contributions (2/3) while employees pay a portion (1/3). It is the employer's responsibility to deduct and remit the contribution to the National Insurance Board, and failure to do so may result in penalties and interest.
• Termination
  Employment “at will” is not a recognized or enforceable concept in Trinidad and Tobago.
  
  The termination of employees in Trinidad and Tobago is generally subject to the jurisdiction of our Industrial Court. This specialist Court is not simply a Court of law, but one of equity, good conscience and “good industrial relations practice”. In order to validly terminate an employee, an employer must comply with the principles of good industrial relations practice, which require that an employer must (i) have valid grounds for termination and (ii) follow a fair process. Unfortunately, “good industrial relations practice” is not codified, but must be gleaned from decisions of the Industrial Court. It is therefore difficult to provide a comprehensive or conclusive list of its requirements, and much will depend on the individual circumstances of each case.
  
  The Industrial Court is empowered to order compensation or damages, the payment of exemplary damages, and/or (in cases where a worker successfully challenges his termination) the re-employment or reinstatement of the worker. The Industrial Court is not bound to follow any rule of law for the assessment of compensation or damages but instead may make an assessment that is in its opinion ‘fair and reasonable’.
  
  An award or finding of the Industrial Court can only be challenged on appeal in very limited circumstances.

Note: that the requirements of “good industrial relations” will apply notwithstanding any provisions to the contrary in an employment contract.

Entities That are Considered a Foreign Investor
The Foreign Investment Act, Ch. 70:07 contains some regulations restricting or limiting the acquisition of land holdings, shares in Trinidad and Tobago companies, and incorporation of Trinidad and Tobago companies by foreign investors. A foreign investor is considered as:

• an individual who is neither a national of Trinidad and Tobago nor another member state under the Revised Treaty of Chaguaramas (“Member State”) establishing the Caribbean Common Market (“CARICOM”), including the CARICOM Single Market and Economy;
• a firm, partnership or an unincorporated body of persons of which at least one-half of its membership is held by persons who are not nationals of Trinidad and Tobago or another Member State;
• any company or corporation that is not incorporated in Trinidad and Tobago or another Member State or, if so incorporated, is controlled by persons referred to in paragraphs (a) or (b) above or is deemed to be under the control of foreign investors (a company is deemed to be so controlled if:
  
  • at least one-half of the votes exercisable at a meeting of the company are vested in foreign investors; or
  • in the case of a company having a share capital, at least one-half of the nominal amount of its issued shares that carry voting rights are vested in foreign investors; or
  • if it does not have a share capital, at least one-half of the number of its members are foreign investors; or
  • it is in fact controlled by foreign investors).

Share and Property Ownership Regulations
The FIA permits foreign investors to establish new businesses and to purchase interests in local private or public companies, including land. To sum up, the following arrangements are made by the FIA:

• A foreign investor is allowed to hold all (100%) of the shares in a private firm, but they have to notify the Minister of Finance beforehand;
• A local public company’s share capital may be owned by foreign investors up to thirty percent (30%) total without a license; and
• For foreign investors to hold more than 30% of the total share capital of a publicly traded corporation, they must get a license;
• One acre of land may be owned by a foreign investor for residential use and five acres of land may be owned for trade or business without a license;
• No one may hold land in Trinidad and Tobago or shares in any local company in trust for a foreign investor who needs a license but has not yet obtained one;
• If a foreign investor wants to buy shares in a Trinidad and Tobago private firm (one that doesn't sell its shares to the general public), they supply the Minister of Finance (also known as "the Minister") with the prescribed information about the investment. Save in certain circumstances, payment for the shares must be effected in a globally traded currency through a person permitted by law to deal in such currency (such as a commercial bank in Trinidad and Tobago).

When buying land, the same restrictions for currencies and authorized dealers apply.
The same reporting requirements that apply to buying shares in a private company also apply to foreign investors buying shares in a Trinidad and Tobago public corporation (i.e., a firm that distributes its shares to the public). To lawfully purchase such shares, a foreign investor may, nevertheless, occasionally need to apply for a license from the Minister.

A foreign investor may possess land for residential and commercial uses subject to certain size limitations. However, in order to own land beyond the limit, the investor must first obtain a license from the Minister for any additional land that exceeds the limit.

Regardless of size, foreign investors are prohibited from owning any land in Trinidad and Tobago that has been designated by a ministerial order unless they first get a license. Notwithstanding the acreage limit, the FIA does, however, provide for a few specified conditions under which a foreign investor may acquire a limited interest in land without first obtaining a license. All land in Tobago is subject to a license requirement for foreign investors at present.

Additionally, in the event that any land vests in a foreign investor who is permitted to purchase land without an FIA license, the foreign investor and his legal representative acting on his behalf must immediately make sure that a duplicate notice of the land vesting, along with the required details and supporting documentation, are delivered to the Minister.

Foreign Exchange Availability
The largest obstacle to bilateral trade with TT continues to be access to foreign exchange. Smaller local businesses and those that do not produce their own U.S. dollars through exports frequently experience a three to nine-month delay in obtaining foreign money to pay U.S. suppliers due to an overvalued currency and excess demand for foreign exchange. The Minister of Finance expressed in the 2024 Budget presentation that the Government intends to develop strategies intended to enhance the repatriation of foreign exchange earned by both domestic and foreign companies doing business in Trinidad and Tobago, as this is essential to boosting the local supply of foreign exchange.

Investment Protection Mechanisms
The Government of Trinidad and Tobago ("GoTT") is making a concerted effort to improve the protection of intellectual property, simplify the tax system, expedite customs procedures, and leverage new financial technology for improved service delivery. Through a number of state-owned businesses, the GoTT actively contributes to economic development even though it functions as a free market. The majority of formal investment restrictions have been lifted, meaning that foreign investors are no longer required to participate in joint ventures or give local firms management control. Reinvestment and repatriation of earnings and capital are unrestricted. Even though the legal system—which includes arbitration and mediation centers—prioritizes the sanctity of contracts, it is notoriously slow and applies to both domestic and international cases. However, a poorly diversified economy that is mostly dependent on gas and petrochemical earnings, challenging weather patterns, and the nation's significant reliance on oil prices on the global market are some of the issues that deter foreign investment.

In Trinidad and Tobago, the Intellectual Property Office ("IPO") manages Intellectual Property rights. As such, any application for the registration of the said rights, where required, must be submitted to the IPO. There are several pieces of Intellectual Property legislation that govern, inter alia, trademarks, patents, industrial design, integrated circuits, geographical indications, plant varieties and copyrights within this jurisdiction. Trinidad and Tobago is a member of the Madrid Protocol for the registration of international trademarks.

Trademarks and Patents
In Trinidad and Tobago, trademarks are regulated by the Trade Marks Act No. 8 of 2015. The Trade Marks Act provides for the protection of well-known marks, certification marks and collective marks. Under the Trade Marks Act an electronic online filing system, online payment systems and electronic journal publication have been implemented.

Registration prevents the unauthorized use of the trademark and serves as prima facie evidence that the owner has the exclusive right to the use of the mark, in relation to the respective goods or services or to authorize others to use them in return for payment such as by way of a license, assignment or franchise.
A registered trademark is valid for ten years from the date of filing and can be renewed, within six months of expiry for an unlimited number of further ten-year periods, upon payment of the prescribed fee. Trinidad and Tobago is now a member of the Madrid Protocol so protection may be sought regionally and internationally as well via international registrations. A trademark may be revoked or canceled by a third party where it can be shown that (a) within five years from registration the mark was not put to bona fide use in the course of trade by the owner or with consent and without proper reason (b) use of the trade mark was suspended for five years without good reason (c) the mark has become diluted or common in trade in relation to the goods or services due to inactivity by the owner or (d) as a result of the use of the mark by the owner or with consent in relation to its registered goods and services, the public is misled as to the nature, quality or geographical origin of those goods or services.

Trademark infringement may occur where an identical or similar mark is used commercially without the owner’s consent and in relation to goods or services which are identical or similar to goods or services where the mark has been registered. This results in a likelihood of confusion. Counterfeiting occurs when goods are made or packaged to look like the original and results in trademark infringement.

Unregistered trademarks are also protected through the common law tort of passing off and under the Protection Against Unfair Competition Act, Chap. 82:36. To prove passing off or breaches of the unfair competition law, a party must demonstrate the goodwill gained in its unregistered trademark, misrepresentation of its mark in the course of business and some loss or damage. Additionally, any act or practice that is contrary to honest practices or causes confusion can be a breach of the Act. Conversely, if one brings an action in passing off or unfair competition, there is a greater evidential burden, since the injured party must prove certain elements in order to be successful in the claim. It is advisable that trademarks should be registered, as it would afford greater protection and is relatively easier to prove.

The administration of patents is governed by the Patents Act, Chap 82:76. According to the Act, to receive patent protection, the invention must be new, involve an inventive step and must be capable of industrial application. Trinidad and Tobago allows for the filing of patent applications claiming priority under the Paris Convention as well as National Phase applications under the Patent Cooperation Treaty, which allows applicants to simultaneously seek patent protection for an invention in several countries, by virtue of a single international application, with national phase applications for other countries where protection is being sought. Under the Paris Convention, an application must be filed within 12 months of the date of filing of the patent whose priority is claimed. Once registered, it is valid for 20 years from the date of filing but cannot be extended beyond this period.

Trade Secrets
A trade secret is classified as: (i) any information that has been kept secret or which is not generally known among or readily available to persons who normally deal with such information; (ii) has commercial value and; (iii) maintains its commercial value as a result of reasonable attempts to keep the information secret by the right holder. Any disclosure of a trade secret without the requisite consent of the person lawfully in control of the information amounts to an act of unfair competition, pursuant to the Protection Against Unfair Competition Act Chapter 82:36. The tort of breach of confidence is also an available remedy.

Copyrights
In Trinidad and Tobago, original dramatic, musical, artistic, and literary works are afforded protection under copyright and are governed by the Copyright Act Chap 82:80. There is no requirement of registration to obtain Copyright protection. However, while it is not necessary, it may be prudent for right holders to include a copyright notice to inform others of copyright ownership on every copy of any published work. Copyright maintains protection for fifty years p.m.a (post mortem auctoris – following the death of the author) and the right holder can assign their rights in whole or in part.

Industrial Designs
The Industrial Designs Act Chap. 82:77 affords protection to designs that satisfy the requirements of universal novelty and conformity with public order and morality. Priority may also be claimed upon filing provided that an application for the same industrial design was filed in another country that is a signatory to the Paris Convention, within six months of filing locally.

The duration period of protection is five years from the date of the filing or the priority date. Renewal of the registration is granted for two further 5-year periods upon payment of the prescribed fee. A registered industrial design may be assigned or a license granted. An unrecorded licensee contract for the use of an industrial design is effective against third parties.

Enforcement of Intellectual Property Rights
Owners of Intellectual Property rights are entitled to seek relief for infringement or unauthorized use do these rights. before the local courts. A court is empowered to grant a number of remedies for acts of infringement such as damages, injunctive relief, an account of profits, destruction of counterfeit goods, and legal costs, Criminal penalties are also available.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

In Trinidad and Tobago, there are various pieces of legislation that offer consumer protection, but it is primarily governed by the Consumer Protection and Safety Act Chap 82:34 ("CPSA"). In the CPSA, a consumer is defined as “any person who is either a person to whom goods are or are sought to be supplied in the course of a business carried on by the person supplying or seeking to supply them, or (b) a person to whom services are or are sought to be supplied in the course of a business carried on by the person supplying or seeking to supply them and who does not receive or seek to receive the goods or services in the course of a business carried on by him.”

The legislation specifically defines the nature of the “goods” and “services” to which it applies. “Goods” are “commodities such as are the subject of trade or commerce and includes buildings and other structures, ships, aircraft but does not include electricity". The CPSA also states that “the supply of services” does not include the rendering of any services under a contract of employment and lists certain conditions attached to that exception. The legislation does not expressly outline a list of consumer rights, but it states that the Director can recommend to the Minister that he should exercise his power with regard to the relevant consumer trade practice. However, the right to consumer safety and information is alluded to in the Act. Notably, there may be special considerations and/or corresponding duties depending on the nature of the goods and services. In accordance with the Sale of Goods Act Chap. 82:30 ("SGA"), several rights are afforded to consumers, which include: the right to reject goods; the right to sell to recover interest or special damages and; the right to examination of goods. The Hire Purchase Act, Chap 82:33 also affords consumers the right to terminate the hire purchase agreement and the right to receive documentation and information on request.

While the CPSA does not outline specific duties for the consumers, the SGA places a duty on the consumer in respect of the delivery of goods, to pay and accept them in accordance with the contract of sale. Under the common law, consumers are also under a duty to take reasonable steps to mitigate their losses from a breach of contract. In relation to Hire Purchase Agreements, a consumer is under a duty to provide information regarding the whereabouts of the goods.

Not applicable.

In Trinidad and Tobago, personal data is protected under the Data Protection Act, Chap.22:04 ("DPA"). Notably, the relevant sections of the DPA that regulate the collection, protection, disclosure and penalties for breach of the Act are currently not in force. As such, there are no sanctions attached for breaching these provisions currently, since they are not enforceable. An Information Commissioner is responsible for the management, interpretation and enforcement of the DPA and is guided by the general data privacy principles for handling, storing and processing a person’s personal information which is included as part of the proclaimed provisions in the Act.

Some of the General Privacy Principles include, inter alia, that a person’s information should only be collected, utilized or disclosed with his/her full knowledge and consent and should be as accurate as possible. Moreover, the reason for the said collection must be made clear before or at the time of information collection. With regard to transferring personal data outside of the jurisdiction, the Guidelines also state that personal information which is requested to be disclosed outside of Trinidad and Tobago, shall be regulated and comparable safeguards to those under the Act, shall exist in the jurisdiction receiving the personal information. As such, companies wishing to do business in Trinidad and Tobago should observe these guidelines notwithstanding the fact that the penal provisions are not yet proclaimed.

The Fair Trading Act, Chap. 81:13, addresses various competition issues in Trinidad and Tobago, as its objective is to protect trade and commerce from unfair business operations while promoting fair competition. As such, it is a particularly relevant consideration for conducting business in Trinidad and Tobago since it establishes certain prohibitions. The Act prohibits all anti-competitive mergers but empowers the Commission to permit certain mergers if they are satisfied that it would not impact competition or would not detrimentally affect the consumer or the economy. For mergers involving a public company, there must be consultation with the Trinidad and Tobago Securities and Exchange Commission to ensure that the correct procedure, as required under the Securities Act for mergers, has been adhered to.

The Act also defines and expressly prohibits anti-competitive agreements. In particular, it is an offense for groups of two or more businesses to enter into a horizontal agreement that restricts, distorts or prevents competition, has the effect of monopolizing the market in Trinidad and Tobago, or fixes prices of commodities and services unreasonably high. It is also an offense for two or more businesses to enter into a vertical agreement that has the effect of fixing prices. Further, the Act states that where the Commission reasonably believes that an enterprise has abused its monopoly power, it can launch an investigation into the matter. An enterprise that has monopoly power, abuses it if it hinders the maintenance or development of effective competition in a particular market. Notably, the Act also lists several exceptions which are not captured by the provisions thereunder.

Not applicable.

Termination of a Business in Trinidad and Tobago
The Companies Act governs the termination or “winding-up” of a company in Trinidad and Tobago. According to this Section, there are two methods through which a company may be terminated or “wound up.” These are: (i) Winding-Up by the Court, which is also known as “Compulsory Winding Up”; and (ii) Voluntary Winding Up.

Compulsory Winding Up
According to the Companies Act, a company may only be wound up by the Court in certain circumstances, and upon the requisite petition being made. Some of these circumstances include, inter alia: a) if the company has by a special resolution resolved that it be wound up by the Court; b) if the company does not start its business within a year from its incorporation, or it suspends its business for an entire year, or, most commonly; c) if the company is unable to pay its debts.

Interestingly, a company is only deemed to be “unable to pay its debts” if:

• A creditor to whom the company is indebted in a sum exceeding $5,000, has served a demand upon the company, which requires the company to pay the outstanding sum, and the company has for three weeks thereafter neglected to pay the sum, or to secure or compound for the sum to the creditor’s reasonable satisfaction;
• an execution or another process which is issued upon a judgment decree or a Court order, in favor of the company’s creditor, is returned unsatisfied in whole or in part; or
• it is proved to the Court’s satisfaction that the company is unable to pay its debts. In determining whether a company is unable to pay its debts, the Court considers the company’s contingent and prospective liabilities.

Further, an application for the winding up of a company must be presented before the Court by (i) the company, (ii) one of the company’s creditors, (iii) a contributory (this is a person liable to contribute to the company’s assets if the company is wound up), (iv) the trustee in bankruptcy to, or a creditor or contributory’s personal representative, or (v) any two or more of the parties referred to above.

Grant of a Winding-Up Order by the Court
On hearing a winding-up petition, the Court may either: dismiss the petition, adjourn the hearing conditionally or unconditionally, make an interim order, or make any other order that it thinks fit.
Once the winding-up order is granted, the Court then appoints a liquidator to oversee the company’s affairs. The liquidator must ensure that the company’s assets are realized and distributed to the company’s creditors. If there is a surplus of assets, the liquidator must also verify that they are distributed to the company’s shareholders.

When the company’s affairs have been completely wound up, the Court issues an order stating this and the company is thereby deemed to be dissolved.

Voluntary Winding-Up
Voluntary winding up may occur in any of the following situations:

• when the period (if any) fixed for the company’s duration according to its articles expires;
• when the event (if any) on the occurrence of which its articles provide that the company is to be dissolved occurs;
• if a general meeting so resolves by a special resolution; or
• if the company resolves by ordinary resolution, it cannot by reason of its liabilities, continue its business, and it is advisable to wind up.

A voluntary winding up may fall within either of two categories: (i) a members’ voluntary winding up (‘Members’ Winding-Up’); or (ii) a Creditors’ Voluntary Winding-Up (‘Creditors’ Winding-Up’). The main distinction between these two categories of winding up is that a Members’ Winding Up is conducted only when a company is solvent, while a Creditors’ Winding Up is effected when a company is insolvent.

Members' Winding Up
Regarding a Members’ Winding-Up, the company’s directors are required by the Companies Act to make a declaration of solvency, confirming that they have made a full inquiry into the company’s affairs, and are of the opinion that the company will be able to pay its debts within a specified period. This period must not be more than 12 months from the start of the winding up. The declaration of solvency must be accompanied by a statement of the company’s assets and liabilities at the latest practicable date before it is made.

Following the declaration of solvency, the company’s shareholders resolve to wind up the company. When doing so, the shareholders also appoint a liquidator who is tasked with: (i) realizing the company’s assets; (ii) satisfying outstanding debts; and (iii) distributing the surplus to the shareholders.

Creditors’ Winding Up
Where no declaration of solvency is filed, the voluntary winding-up is called a Creditors’ WindingUp.
For a Creditors’ winding up to be effected, the company is required to summon a meeting of its creditors. At this, the directors must provide a full statement of the position of the company’s affairs, along with a list of the company’s creditors and the estimated amount of their claims. A notice of the meeting of creditors is required to be advertised in the Gazette and published in a local newspaper.

The creditors and the company may nominate a liquidator to wind up the company’s affairs. If different people are nominated, the person nominated by the creditors is to be appointed liquidator, subject to the Court’s variation. The creditors may also appoint a committee of inspection to act with the liquidator.

Completion of Voluntary Winding Up
In relation to a Members’ Winding Up, upon the completion of the winding up of the company’s affairs, the liquidator is required to make an account of the winding up illustrating how it has been conducted (inclusive of how the company’s property has been disposed) and have the said account audited. The audited account is then laid before a meeting of the company.

Within 1 week of the company meeting, the liquidator must lodge a copy of the audited account with the Registrar and return the meeting held. On receiving the audited account and return, the Registrar is required to register the same. The company is deemed to be dissolved on the expiration of 3 months from the date of registration of the return.

The process to mark the completion of a Creditors’ Winding Up largely mirrors the above process in relation to a Members’ Winding Up, except that for a Creditors Winding Up, the liquidator is required to hold meetings of both the company and the creditors of the company for the purpose of presenting the audited accounts of the winding up.

Effect of Voluntary Winding Up
In case of a voluntary winding up, the company shall, from the commencement of the winding up, cease to carry on business except so far as what may be beneficial in the opinion of the liquidator for winding up. Notwithstanding this, the corporate state and powers of the company continue until it is dissolved.

Tax Registration
Notably, all companies that are registered under the Companies Act must register with the Board of Inland Revenue (the "BIR") to obtain a BIR File Number. Furthermore, a company must determine its Established Accounting Terminal Date ("EATD") at registration. An "EATD" refers to the accounting date on which the company’s accounts are typically done and accepted for the purposes of assessment.

Furthermore, a Trinidad and Tobago resident corporation is taxed on worldwide income. On the other hand, a non-resident company engaged in business in Trinidad and Tobago is taxed only on income directly or indirectly accruing in or derived from Trinidad and Tobago.

Insolvency
Bankruptcy and insolvency proceedings in Trinidad and Tobago are regulated by The Bankruptcy and Insolvency Act, Ch. 9:70 ("BIA"). An insolvency application takes approximately two and a half years in Trinidad and Tobago, and in certain cases, there is no room for the company to recover. Fortunately, the BIA allows a corporate debtor such as a company to consolidate its debts by voluntarily engaging a trustee. Essentially, the trustee presents a proposal or arrangement for the benefit of all the company’s creditors. If the proposal is agreed to by the creditors and executed, it allows the company to re-order its affairs and financially recover, as opposed to becoming insolvent.

The BIA does this through the following:

• Allows for a stay of bankruptcy proceedings which is time-sensitive;
• Regulates insolvency practitioners; and
• Provides tools for the reorganization of viable businesses with short-term cash flow problems.

Corporate Reorganisation under the BIA
The BIA provides a court-supervised, debtor-driven process that maintains a company’s status quo while a restructuring plan is devised, negotiated and voted upon by creditors. The benefit of this process for creditors is that it allows the company to avoid immediate bankruptcy, while simultaneously allowing it to carry on business. However, it must be noted that this process has several strict timelines with a result that would either see the company successfully restructured or have to file for bankruptcy.

Who can File a Proposal Under the BIA
A proposal for recovery can be made by an insolvent company itself, or by a receiver or liquidator in relation to the insolvent company. Insolvency refers to an inability to pay one’s debts, as compared to bankruptcy which speaks to the legal status of a debtor due to insolvency. In order to qualify as an “insolvent person” under the BIA, certain criteria must be satisfied.

Companies that are deemed or declared bankrupt can also file a proposal for recovery. The process of recovery for an insolvent or bankrupt person begins either with: (i) the filing of a Notice of Intention in the prescribed form; (ii) making a proposal with the Supervisor of Insolvency (Supervisor), or (iii) consulting and lodging a copy of a proposal with a licensed trustee who is responsible for filing the proposal with the Supervisor.

A copy of all documents filed with the Supervisor must at the same time be filed with the Court. The BIA provides the information that must be included in the proposal for it to be approved by the Court. This includes inter alia, provisions for the payment of preferred claims, fees for the trustees, as well as unpaid wages. Generally, the proposal is sent to all unsecured creditors, but the insolvent person may also wish to involve its secured creditors.

Where there are both secured and unsecured creditors involved, they must be treated equally in their classes. Claims of the State will be considered unsecured unless they are properly registered in the same manner as any other secured claim. Within five days of filing the Notice to the Supervisor, the trustee is required to send a copy of the Notice to every known creditor of the company.

Within ten days of filing the Notice, the insolvent person or bankrupt company, in conjunction with the trustee, must file with the Supervisor a financial cash flow statement showing how the company will be run. If this Notice is not filed, the cash flow statement must be filed by the trustee at the time of filing the proposal. The company’s creditors may respond to the proposal by filing a proof of claim. A meeting of the creditors should then be held within 21 days of filing the proposal with the Supervisor.

Effect of Filing a Proposal
The filing of the notice or proposal results in an automatic stay of proceedings against the company. It prevents any creditor from commencing or continuing any action against the company.

Despite this, there are certain financial contracts that contain “safe harbor” provisions, to which a stay of proceedings cannot apply. The initial stay of proceedings after filing the Notice lasts for 30 days. The company’s service providers, or any person with whom the insolvent company had an agreement, are prevented from terminating or interrupting the agreement with the company. Service providers can request immediate payment for goods and/or services which are provided post-filing.

Extensions of a stay of proceedings are available in increments of 45 days, and up to a maximum of six months. In seeking an extension of the stay, the applicant must prove to the Court: (i) that it is acting in good faith and with due diligence; (ii) that it will likely be able to make a viable proposal if the extension is granted; and (iii) that no creditor would be materially prejudiced if an extension is granted.

After the Proposal is filed
Once the proposal has been filed, all creditors, whether secured or unsecured, to whom the proposal has been made may vote on the proposal, provided that their claims have been proven prior to the scheduled voting meeting. Interestingly, the proposal may be annulled if there is any default in the performance of the proposal’s steps or obligations. All questions relating to the proposal (other than questions of accepting or refusing the proposal) are decided by an ordinary resolution of the creditors, to whom the proposal was made.

The creditors may also recommend terms or provisions to be included in the proposal with respect to the supervision of the insolvent company’s affairs. To be accepted, the proposal must be passed by a double majority, that is, a majority in number and two-thirds in value of all proven claims present in person, or by proxy, at the meeting. If the proposal is passed by a double majority, it must be approved by the Court to become binding.

Once the proposal is approved, the insolvent company escapes bankruptcy and can continue operations. However, it must be noted that where a proposal is filed by a company that is already bankrupt (as opposed to insolvent), acceptance of a proposal has the effect of annulling the bankruptcy. Consequently, all rights, titles and interests of the trustee in the property of the debtor may be revested in the debtor.

The Company must, however, carry out all obligations as set out in the proposal until the company is no longer deemed insolvent. Failure to do so may result in the proposal being annulled (as mentioned earlier) and a certificate of assignment being issued against the company. If the proposal is rejected or refused by the Court, then the Supervisor will issue a certificate of assignment against the company and the company will be deemed bankrupt.