Business Forms and Independent Professional Statuses in Cuba
Cuba's evolving business landscape offers a range of legal forms for businesses and independent professionals. Understanding these structures is crucial for entrepreneurs seeking to establish a presence in the country.
Legal Forms for Businesses
1. Sociedad Anónima (S.A.)
- Characteristics: A joint-stock company with limited liability for shareholders.
- Benefits: Separate legal entity, limited liability, access to capital markets.
- Limitations: Complex formation process, higher compliance costs.
- Legal Obligations: Annual financial reporting, shareholder meetings, compliance with corporate governance regulations.
- Liability: Limited to the company's assets.
- Tax Implications: Subject to corporate income tax.
2. Sociedad de Responsabilidad Limitada (S.R.L.)
- Characteristics: A limited liability company with a minimum of two shareholders.
- Benefits: Limited liability, flexibility in management, lower compliance costs than S.A.
- Limitations: Limited access to capital markets.
- Legal Obligations: Annual financial reporting, shareholder meetings, compliance with company law.
- Liability: Limited to the company's assets.
- Tax Implications: Subject to corporate income tax.
3. Empresa Estatal (E.E.)
- Characteristics: A state-owned enterprise with limited liability.
- Benefits: Access to government support, potential for large-scale operations.
- Limitations: Government control, limited autonomy.
- Legal Obligations: Compliance with state regulations, financial reporting to government agencies.
- Liability: Limited to the company's assets.
- Tax Implications: Subject to corporate income tax.
Independent Professional Statuses
1. Trabajador por Cuenta Propia (TCP)
- Criteria: Self-employed individuals engaged in authorized economic activities.
- Rights: Flexibility in choosing clients and projects, control over work schedule.
- Responsibilities: Managing own business operations, tax compliance.
- Tax Considerations: Subject to income tax and social security contributions.
2. Profesional Independiente
- Criteria: Individuals with professional qualifications (e.g., lawyers, doctors) providing services on a freelance basis.
- Rights: Similar to TCPs, but may have additional professional obligations.
- Responsibilities: Maintaining professional standards, tax compliance.
- Tax Considerations: Subject to income tax and social security contributions.
Registration Process and Costs
Business Forms:
- S.A. and S.R.L.: Registration with the Registro Mercantil (Commercial Registry), submission of incorporation documents, payment of registration fees.
- E.E.: Established by government decree, subject to specific regulations.
Independent Statuses:
- TCP and Profesional Independiente: Registration with the Oficina Nacional de Administración Tributaria (ONAT), payment of registration fees.
Legal References
- Ley No. 80 de Inversión Extranjera: Governs foreign investment and business formation in Cuba.
- Ley No. 113 del Sistema Tributario: Provides tax regulations for businesses and individuals.
- Decreto-Ley No. 325 de las Sociedades Mercantiles: Regulates the formation and operation of joint-stock companies and limited liability companies.
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