The requirements vary considerably between an ordinary trading company and a business operating in a regulated field such as petroleum, mining, financial services, insurance, telecommunications, aviation or maritime transport.
Choosing a business structure
Businesses may operate through a locally incorporated company, an external company, a registered business name, a partnership, a joint venture or another legally appropriate arrangement.
The Deeds and Commercial Registries Authority administers company, external-company and business-name registrations, as well as several other commercial and intellectual-property registries.
Before selecting a structure, investors should consider:
- ownership and control;
- shareholder rights and reserved decisions;
- management and board composition;
- capitalisation and future financing;
- repatriation and distribution arrangements;
- taxation and accounting treatment;
- exit, transfer and deadlock provisions;
- land ownership or leasing requirements;
- sector-specific ownership and licensing rules; and
- beneficial-ownership and anti-money-laundering obligations.
Registration of an entity does not, by itself, confer the licences, land rights, tax concessions or immigration permissions required for its proposed operations.
Investment facilitation and incentives
The Guyana Office for Investment provides investment and export information and facilitates engagement with relevant government agencies.
The availability of an exemption, concession or other incentive depends upon the applicable law, the sector, the proposed activity and any formal approval or investment agreement. Prospective investors should obtain advice on eligibility, conditions, duration, reporting obligations and possible consequences of non-compliance before relying on a proposed incentive.
Taxation and customs
The Guyana Revenue Authority administers taxation, customs, excise and related revenue matters.
A new or expanding business may need advice concerning:
- taxpayer and value-added-tax registration;
- corporation and withholding taxes;
- employment and payroll obligations;
- customs classification, valuation and import requirements;
- exemptions and investment concessions;
- related-party and cross-border arrangements;
- property and transaction taxes;
- record-keeping and filing obligations; and
- audits, objections, assessments and tax disputes.
The legal and tax consequences of a transaction should be examined before agreements are signed or funds are transferred.
Banking, financing and foreign exchange
The Bank of Guyana supervises important parts of the financial sector, including licensed financial institutions, insurance businesses, pension arrangements, money-transfer services and foreign-exchange dealers. Securities activities fall within the mandate of the Guyana Securities Council.
Financing arrangements may require attention to:
- borrowing authority and corporate approvals;
- loan, guarantee and intercreditor documentation;
- mortgages, charges and other security interests;
- perfection, priority and enforcement of security;
- foreign-currency payments and remittances;
- securities registration or offering requirements;
- insurance and risk allocation; and
- anti-money-laundering and source-of-funds checks.
Foreign-exchange policies and banking requirements can change. Current requirements should be verified for each transaction.
Land, planning and construction
Title and development rights should be investigated before land is acquired, leased, mortgaged or treated as available for a project.
Depending upon the property and proposed development, due diligence may include:
- verification of a transport, certificate of title, lease or other interest;
- searches for mortgages, charges, restrictions and competing interests;
- survey, boundary, access and easement issues;
- planning and land-use approval;
- subdivision or change-of-use requirements;
- construction and infrastructure agreements;
- environmental authorisation;
- utility access and wayleaves; and
- completion, registration and post-completion formalities.
The Central Housing and Planning Authority operates a single-window system for relevant land-use and development applications. Projects with potential environmental effects may also require engagement with the Environmental Protection Agency.
Employment and immigration
Employment arrangements should comply with Guyana’s requirements concerning wages, working conditions, leave, termination, trade-union relations, occupational safety and social-security contributions. Official labour legislation and guidance are available from the Ministry of Labour and Manpower Planning.
Foreign personnel may require the appropriate visa, landing permission or employment status. Applications and current requirements are available through the Immigration Support Services portal. Immigration permission and contractual employment rights should be coordinated before an employee begins work in Guyana.
Licensing and regulatory compliance
Additional approvals may apply to petroleum, mining, environmental, financial, insurance, telecommunications, aviation, maritime, construction, hospitality, health, education, food, security and other regulated activities.
Businesses should also assess whether their operations engage:
- anti-money-laundering and countering-financing-of-terrorism requirements;
- petroleum-sector local-content obligations;
- competition and consumer-protection law;
- product standards and import controls;
- intellectual-property registration and licensing;
- cybersecurity, confidentiality and data-handling requirements;
- advertising, labelling and sector-specific disclosure rules; or
- public-procurement and government-contracting procedures.
Compliance should be built into contracts and operating systems rather than addressed only after an investigation or dispute arises.
Government contracts and public procurement
Public procurement is principally administered through the National Procurement and Tender Administration, while the Public Procurement Commission has constitutional and statutory oversight functions.
Bidders should examine the eligibility criteria, instructions, specifications, bid-security requirements, evaluation methodology, contractual conditions and available review procedures for each procurement. Registration or prequalification should not be assumed to guarantee eligibility for a particular tender.
Contracts and dispute planning
Contracts for Guyanese operations should address the applicable law, conditions precedent, regulatory approvals, payment arrangements, currency, tax allocation, liability, insurance, force majeure, termination and dispute resolution.
The selection of court proceedings, arbitration, mediation or another mechanism should take account of the parties, assets, subject matter, urgency, confidentiality needs and enforcement strategy. Standard foreign forms should be reviewed for compatibility with Guyanese law and local implementation requirements.
Initial legal checklist
Before committing substantial capital, a business should generally:
- identify the intended activity and all relevant regulators;
- determine the appropriate ownership and operating structure;
- investigate tax, customs and incentive treatment;
- verify the proposed land or premises;
- identify environmental, planning and construction approvals;
- confirm sector-specific licensing requirements;
- plan banking, foreign-exchange and financing arrangements;
- assess local-content and procurement obligations;
- prepare employment and immigration arrangements;
- protect material intellectual property and confidential information;
- establish governance, accounting and compliance systems; and
- adopt appropriate contracts and dispute-resolution provisions.
Fraser & Housty can advise on these matters and coordinate the legal work required to establish, finance and operate a business in Guyana.