Doing Business in Trinidad and Tobago: A Legal Guide for Foreign Investors
Under the law of Trinidad and Tobago, a foreign investor may own 100% of a private company without a licence, but must notify the Minister of Finance before incorporating or acquiring shares. A licence is required once foreign ownership of a local public company reaches 30%, and for any land in Tobago. Unlicensed holdings face forfeiture.
Who counts as a "foreign investor" in Trinidad and Tobago?
This is the first question to answer, and the one most often answered wrongly. Under section 2(1) of the Foreign Investment Act, Chapter 70:07, a "foreign investor" means:
- an individual who is not a national of Trinidad and Tobago or another CARICOM Member State;
- a firm, partnership or unincorporated body of which at least one-half of the membership is held by such persons; or
- a company that is not incorporated in Trinidad and Tobago or another Member State — or one that is so incorporated but is under the control of persons in the first two categories.
Two consequences follow, and both routinely surprise investors.
First, CARICOM nationals are not foreign investors for the purposes of the Act. That exclusion was introduced by Act 2 of 2005. A Barbadian or Jamaican national buying land or shares in Trinidad is outside the licensing regime entirely.
Second — and this is the trap — incorporating a local company does not, by itself, take you outside the Act. Section 2(1)(c) expressly catches a Trinidad and Tobago company that is under foreign control. In practice this is one of the most commonly misunderstood provisions we encounter: investors form a local subsidiary believing it neutralises the Foreign Investment Act, then acquire land through it and find the acquisition was unlicensed all along.
What are the main ways to establish a business presence?
The appropriate route depends on the investor's tax profile, target sector, financing plan, and whether the business needs to hold land or employ staff locally.
| Entry route | Governing framework | When it typically fits |
|---|---|---|
| Local subsidiary (private company limited by shares) | Companies Act, Chapter 81:01 | Default vehicle for an operating business; can contract, employ, and hold licences in its own name |
| External company (branch) registration | Companies Act, section 318 | Foreign company establishing a place of business without a separate local entity |
| Acquisition of an existing company | Companies Act + Foreign Investment Act | Target holds established contracts, licences, or sector approvals |
| Joint venture with a local party | Contract; sector legislation | Local partner contributes market access, licences, or land rights |
| Project-specific SPV | Companies Act | Infrastructure, concession, and project-finance transactions requiring ring-fencing |
A private company limited by shares is the most practical operating vehicle for most foreign investors. Regulated businesses — banking, insurance, telecommunications, broadcasting, utilities, and certain energy activities — may require a locally incorporated and licensed entity, regulator approval, or local participation.
If you choose the branch route, note the deadline: an external company that establishes a place of business in Trinidad and Tobago must be registered with the Companies Registry within 14 days of doing so. Registration requires certified copies of the corporate instruments, a power of attorney, and a statutory declaration by a Trinidad and Tobago attorney-at-law.
Name search, name reservation, and incorporation can be conducted electronically through TTBizLink, the Government's single-window trade and business portal. Business names, as distinct from companies, are registered under the Registration of Business Names Act, Chapter 82:85.
Budget realistically for timing. Incorporation is not a same-day exercise once foreign-investment notification, banking onboarding, and beneficial-ownership disclosure are factored in. Amendments to the Companies Act and related legislation have significantly expanded the obligation to collect and maintain legal and beneficial ownership information for companies, partnerships, trusts, and non-profit organisations, and to keep it current at the Registry. Identify your ultimate beneficial owners early; incomplete ownership data is now a common cause of delay at both the Registry and the bank.
What the Law Says in Trinidad and Tobago
The controlling statute is the Foreign Investment Act, Chapter 70:07. Its operative provisions are these.
Section 4 — private companies. A foreign investor who is desirous of incorporating a private company in Trinidad and Tobago, or of acquiring shares in any private company incorporated here, "shall, prior to doing so, supply the Minister with such information as is prescribed in the First Schedule." The Minister here is the Minister to whom responsibility for Finance is assigned. There is no licence requirement and no ownership ceiling for private companies — 100% foreign ownership is permitted — but the prior notification is mandatory, and it is the step most often missed.
Section 5 — local public companies. A foreign investor must supply the same First Schedule information to both the Minister and the Company Secretary before acquiring shares. Under section 5(2), a foreign investor may not acquire shares in a local public company without a licence where the holding, directly or indirectly, results in 30% or more of the total cumulative shareholding being held by foreign investors. Where the company is listed, section 5(4) requires the company to certify to the stockbroker and the Stock Exchange, at or before acquisition, that foreign shareholding will not exceed 30% following the acquisition — or that the investor holds a licence for the excess.
Sections 6 and 7 — land. A foreign investor may acquire up to one acre for residential purposes (section 6(1)) and up to five acres for the purposes of trade or business (section 7) without a licence. Section 6(2) empowers the Minister to prescribe, by Order, areas in which no land may be acquired without a licence regardless of size. The Foreign Investment (Tobago Land Acquisition) Order 2007, in force from 16 February 2007, was made under that power: it requires a licence for any acquisition of land in Tobago by a foreign investor, whatever the acreage or intended use.
Section 10 — payment currency. This provision is widely overlooked. The consideration for shares or land acquired by a foreign investor "or by a citizen of a Member State" must be paid in an internationally traded currency, through a person authorised by law as a dealer in that currency. The single exception is where a Trinidad and Tobago company funds the acquisition out of capital reserves or retained earnings generated from its own local operations. Note the drafting: CARICOM nationals are excluded from the definition of "foreign investor," but section 10 still catches them on payment mechanics.
Section 12 — licences. A licence is granted by the President, or a delegate appointed by Order, and may be granted subject to conditions. Critically, section 12(2) provides that a licence "is of no effect unless registered in the office of the Registrar General" or, for shares, entered in the company's share register. A licence sitting in a drawer, unregistered, is not a licence.
Section 13 — consequences. Land and shares required to be held under licence and not so held "shall be subject to forfeiture." Under section 13(5) the Attorney General may apply to the High Court, using the procedure in the State Liability and Proceedings Act, Chapter 8:02, for a declaration that the interest is forfeited to the State. Forfeited shares vest in the President, who may direct their sale for the benefit of Trinidad and Tobago.
That last point deserves emphasis. The sanction for getting this wrong is not a fee or a late penalty. It is loss of the asset.
Which permits and licences will the business need?
The approval package is transaction-specific. This is a planning checklist, not a statement that every item applies:
- Company incorporation or external-company registration — required to establish the local legal presence.
- Foreign-investment notification or licence — under sections 4, 5, 6 and 7 of the Foreign Investment Act.
- Sector licences — financial services, insurance, securities, telecommunications, broadcasting, utilities, and energy each carry their own licensing and change-of-control regimes.
- Environmental approvals — a Certificate of Environmental Clearance from the Environmental Management Authority under the Environmental Management Act, Chapter 35:05 for designated activities.
- Planning permission — from the Town and Country Planning Division for development and change of use.
- Premises-based permits — food badges, liquor licences, and health approvals for retail, hospitality, and food service.
- Work permits — for expatriate personnel (see below).
Merger control is a live issue since 10 February 2020, when the substantive provisions of the Fair Trading Act, Chapter 81:13 were proclaimed. Permission from the Fair Trading Commission is required for a merger where the combined value of the parties' worldwide assets exceeds TT$50 million and at least one enterprise carries on, or intends to carry on, business in Trinidad and Tobago. "Merger" is defined broadly enough to capture joint ventures and asset purchases, not only share acquisitions.
How should you contract with a Trinidad and Tobago company?
Use the company's full registered legal name exactly as it appears on its Certificate of Incorporation and current Registry record — in the parties clause, the signature block, the notices provision, and every invoice and ancillary document. Include the company registration number, registered office address, and jurisdiction of incorporation. These details support due diligence, enforcement, banking, and the customer due-diligence obligations administered by the Financial Intelligence Unit.
On execution, identify the signatory's name and capacity, and for material agreements retain evidence of authority — a board resolution, a shareholder resolution where the constitution requires one, or a power of attorney.
Electronic signatures are recognised under the Electronic Transactions Act, Chapter 22:05, but with two important qualifications. The Act has only been partially proclaimed, so not all of its provisions are in force. It also does not apply to instruments including the conveyance of property, the making of wills, the endorsement of negotiable instruments, and the creation of a trust or power of attorney.
Deeds of conveyance and wills therefore cannot be executed electronically. For anything touching land, use wet ink.
Where a document is intended for use abroad, Trinidad and Tobago is a party to the Hague Apostille Convention. Confirm the current authentication procedure with the Ministry of Foreign and CARICOM Affairs and check the destination country's requirements before execution, not after.
What tax and employment obligations apply?
Corporation tax is governed by the Corporation Tax Act, Chapter 75:02. Take care with older guidance here, because the rate changed twice in quick succession. Section 7 of the Finance Act 2017 (Act No. 15 of 2017) replaced paragraph 1 of the First Schedule so that "the rate of corporation tax payable on the profits of a company is thirty per cent per annum," with effect from 1 January 2018.
That flat 30% displaced the two-tier rate that applied for 2017 only (25% on the first $1,000,000 of chargeable profit, 30% above it), which in turn had replaced a flat 25%. Guides still quoting 25% are describing the position up to 2016.
Two higher rates apply. The same 2017 amendment inserted paragraph 4 of the First Schedule, charging 35% on a person licensed to carry on banking business under the Financial Institutions Act, Chapter 79:09. Paragraph 3 separately charges 35% on companies engaged in liquefaction of natural gas, manufacture of petrochemicals, natural gas processing, gas transmission and distribution, and wholesale marketing and distribution of petroleum products.
A business levy of 0.6% of gross sales or receipts applies where it exceeds the corporation tax liability, alongside a green fund levy of 0.3%, both payable quarterly. Newly registered businesses are exempt from the business levy for their first three years.
VAT is charged at 12.5%. Registration is mandatory where commercial supplies exceed TT$600,000 in any twelve-month period, a threshold that took effect on 1 January 2023. Registration for a Board of Inland Revenue (BIR) file number and a PAYE number is handled through the Inland Revenue Division.
On personnel: a foreign national entering Trinidad and Tobago to engage in gainful occupation for one period not exceeding 30 days in every twelve consecutive months does not require a work permit. Beyond that — or for multiple work entries in a year — a work permit must be granted by the Minister under the Immigration Act, Chapter 18:01, through the Work Permit Unit. Build permit lead time into project timelines; it is a common cause of slipped start dates.
Finally, clear your brand before you commit to it. Trademark searches and filings are handled by the Intellectual Property Office. Address IP ownership expressly in employment, consultancy, development, and joint-venture agreements — particularly ownership of improvements where technology is licensed into the local business.
Frequently Asked Questions
Can a foreigner own 100% of a company in Trinidad and Tobago?
Yes, for a private company. The Foreign Investment Act imposes no ownership ceiling and requires no licence for private companies. However, section 4 requires the foreign investor to supply the Minister of Finance with the information prescribed in the First Schedule before incorporating or acquiring the shares. For a local public company, a licence is required once foreign holdings reach 30% or more.
Do CARICOM nationals need a foreign investment licence in Trinidad and Tobago?
No. Section 2(1) of the Foreign Investment Act defines a "foreign investor" as excluding nationals of Trinidad and Tobago and of other CARICOM Member States. A national of a CARICOM Member State falls outside the licensing and notification regime altogether.
How much land can a foreigner buy in Trinidad without a licence?
Up to one acre for residential purposes under section 6(1), and up to five acres for trade or business purposes under section 7. Those limits do not apply in areas the Minister has prescribed by Order under section 6(2), where a licence is required regardless of size.
Do I need a licence to buy land in Tobago?
Yes — always. The Foreign Investment (Tobago Land Acquisition) Order 2007, in force since 16 February 2007, requires a foreign investor to obtain a licence before acquiring any land in Tobago, regardless of the size of the parcel or whether the purpose is residential, commercial, or tourism-related.
What happens if I buy land or shares without the required licence?
Section 13(2) of the Foreign Investment Act provides that land and shares required to be held under licence and not so held are subject to forfeiture. The Attorney General may apply to the High Court for a declaration that the interest is forfeited to the State. Forfeited shares vest in the President and may be sold for the benefit of Trinidad and Tobago.
Does incorporating a local company avoid the Foreign Investment Act?
No. Section 2(1)(c) treats a company incorporated in Trinidad and Tobago as a foreign investor if it is under the control of foreign investors. Acquiring land or shares through a locally incorporated but foreign-controlled subsidiary engages the same notification and licensing requirements.
Can contracts in Trinidad and Tobago be signed electronically?
Generally yes for ordinary commercial agreements, under the Electronic Transactions Act, Chapter 22:05, where the parties agree to the method. But the Act is only partially proclaimed, and it does not apply to the conveyance of property, wills, the endorsement of negotiable instruments, or the creation of a trust or power of attorney. Deeds relating to land must still be executed in wet ink.
When does a transaction need Fair Trading Commission approval?
Where the combined worldwide assets of the merging parties exceed TT$50 million and at least one enterprise carries on or intends to carry on business in Trinidad and Tobago. The substantive merger provisions of the Fair Trading Act, Chapter 81:13, came into operation on 10 February 2020, and the definition of "merger" extends to joint ventures and asset acquisitions.
Written by Martin George, Attorney-at-Law. Martin George is the founder and principal attorney of Martin George & Company, with more than 35 years of active legal practice in the courts of Trinidad and Tobago. He is a former Commissioner on the Law Reform Commission of Trinidad and Tobago and a member of the Prime Minister's Constitutional Committee for Internal Self-Government for Tobago. This article is published for general information and public legal education. It does not constitute legal advice. For advice on your specific situation, contact Martin George & Company.
Last reviewed: August 2026