Prepare the company’s articles and memorandum of association
Agency: Lawyer
The lawyer charges approximately HTG 30,000 for the drafting of the company statutes in the case of a Société Anonyme. Prices can vary depending on the lawyer.
Time and cost: 10 days, HTG 30,000
Notarize the company deeds and articles of association
Agency: Notary
The notary public must hand-write and notarize the documents at a fee of between HTG 15,000 and HTG 25,000 depending on the complexity of the service.
Time and cost: 7 days, HTG 15,000 – HTG 25,000
Deposit the legally required initial capital in the National Bank and obtain deposit evidence
Agency: National Bank
The lawyer deposits the legally required initial capital in the National Bank (Banque Nationale de Credit) and obtains proof of deposit. A certified check need to be used to pay in the National Bank, where proof of payment is provided.
Time and cost: 1 day, no charge
Register the company with the Tax Authorities (Direction Générale des Impôts – DGI)
Agency: Tax Authorities (Direction Générale des Impôts – DGI)
The notary pays the registration fees at the Tax Office (DGI) and proof of payment is obtained.
Time and cost: 1 day, included in the notary fees
Registration with the Commercial Registry at the Ministry of Commerce and Industry and obtain the authorization of operations (Droit de fonctionnement)
Agency: Ministry of Commerce and Industry and Le Moniteur (Journal Officiel)
Lawyer submits the dossier for registration at the Ministry of Commerce and a request for the ‘avis de fonctionnement’.
When the Ministry of Commerce has processed the application and registered the company, it forwards the file to the Moniteur for publication.
Firms can begin operations before the publication, as soon as they receive authorization from the Ministry of Commerce.
Since May 2009, the company’s articles of incorporation do not need to be approved by the Prime Minister’s office and the Presidency before they can be published in the Official Journal. This process takes about 60 days.
The cost depends on the number of pages of the act of constitution:
- 2 to 9 pages: HTG 5,000
- 10 to 25 pages: HTG 20,000
- 26 to x pages: HTG 35,000.
Time and cost: 78 days on average, HTG 250 (frais de dossier) + HTG 25 (vignette bleue) + HTG 30,000 for publication in Le Moniteur (10-24 pages)
Obtain the Tax ID number (Numéro d’identification fiscale – NIF) from the Tax authorities (DGI), pay fees, and obtain the business license (patente)
Agency: Tax Authorities (Direction Générale des Impôts – DGI)
The company must file a form at the Tax Bureau (DGI) and provide an opening balance sheet on which corporate taxes will be based. A 2% tax is levied on a corporation’s initial capital, payable annually. A company must pay the “tax on share” (taxe sur action) of 0.3% per share, which will be assessed each year, and a “right of operating” tax (droit de fonctionnement) of HTG 1500 payable annually, and HTG 1500 5 to obtain the professional identity card (“carte d’identite professionelle”).
Time and cost: 15 days (simultaneous with previous procedure), HTG 50 (tax ID card) + 2% of initial capital + 0.3% per share + HTG 1500 (droit de fonctionnement) + HTG 1500 (taxe carte d’identite professionelle)
Obtain the Professional ID (Carte d’Identité Professionelle) from the Ministry of Commerce and Industry
Agency: Ministry of Commerce and Industry
According to Article 2 of the “Décret du 26 septembre 1960 réglementant l’exercice de la profession de commercant”, all commercial entities are required to hold a “carte d’identité professionnelle”. After the payment of fees at the DGI and obtaining the business permit (“certificat de patente”), the entrepreneur will obtain the “carte d’identité professionnelle” at the Ministry of Commerce.
Time and cost: 17 days on average (simultaneous with previous procedure), cost included in procedure 5
Obtain special commercial books
Agency: Commercial Registry
The special commercial books are purchased and prepared by an accountant.
Time and cost: 2 days (simultaneous with previous procedure), HTG 5,000
Notification of employee registration to the Labor Ministry
Agency: Labor Ministry
Companies must submit a declaration on the hiring of personnel to the Labor Direction within 8 days of opening.
Time and cost: 1 day (simultaneous with previous procedure), no charge
Legalize the commercial books
Agency: Court
Books are legalized by the Dean of the first instance court (Doyen du Tribunal). Each page must be sealed by the Dean of the civil court and the books must be sealed at the DGI (Direction Generale des Impots).
Time and cost: 7 days (simultaneous with previous procedure), HTG 1,000
Register for social security (OFATMA)
Agency: Insurance Office (Office d’Assurance Accidents du Travail, Maladie et Maternité – OFATMA)
The company must register with the Insurance Office for Occupational Injury, Sickness, and Maternity (OFATMA) within 15 days of opening and provide the names of all its employees (up to 6% of monthly salary is contributed by the employer to social security).
Time and cost: 1 day (simultaneous with previous procedure), no charge
Register for Retirement Insurance Office (ONA)
Agency: Retirement Office (Office Nationale d’Assurance – ONA)
The company must register with the Retirement Insurance Office (ONA) within 15 days of opening and provide the name of all its employees.
Time and cost: 1 day (simultaneous with previous procedure), no charge
