Trinidad and Tobago’s Foreign Investment Act provides for the acquisition by foreign investors of an interest in land or shares in local private (non-public) or public companies and the formation of companies by foreign investors. 

A foreign investor is permitted to own 100% of the share capital in a private (non-public) company with prior notification of the investment to the Minister of Finance. 

Notification to the Ministry is required for the acquisition of land or shares in a public company and a license is required for foreign investors to acquire:

1. land (with some exceptions based on size and purpose, save for land in Tobago); or
2. more than a certain threshold of the share capital of a local public company (other than those in which the State is the majority shareholder).

No one is permitted to hold land in Trinidad and Tobago or shares in any local company in trust for a foreign investor who requires a license but has not obtained the same. 

Consideration for shares or land acquired by a foreign investor or by a citizen of a CARICOM Member State must be paid in an internationally traded currency through a person authorized by law as a dealer in that foreign currency except where in the case of a company incorporated in Trinidad and Tobago such consideration is financed out of capital reserves or retained earnings generated from its operations in Trinidad and Tobago.

Primarily economic protectionism (to preserve/increase foreign exchange).

A foreign investor is:

1. an individual who is not a national of Trinidad and Tobago or another Member State;
2. any firm, partnership or 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; or
3. any company or corporation that is not incorporated in Trinidad and Tobago or another Member State or if so, incorporated is

under the control of persons to whom paragraph (a) or (b) apply or is deemed to be under the control of a foreign investor.

A Member State is a State that is considered a member of the CARICOM Treaty (as provided for in the Treaty). 

A company or corporation is deemed to be under the control of foreign investors if:

1. at least one-half of the votes exercisable at any meeting of the company or corporation is vested in foreign investors; or
2. having a share capital, at least one-half of the nominal amount of its issued shares that are voting shares are vested in foreign investors; or
3. not having a share capital, at least one-half in number of its members are foreign investors; or
4. it is in fact controlled by foreign investors.

Investments from all countries other than the Member States are covered.

There are no screening requirements specific to particular sectors.

The license requirements under the Foreign Investment Act are as follows:

• A license is required where more than 30% of the share capital of a public company will be held by foreign investors upon closing of a transaction (this means that even the acquisition of a minority stake in a company in which foreign investors already hold more than 30% of the share capital or where the acquisition will take it over that threshold will trigger a license requirement).
• A foreign investor is permitted to own in Trinidad one acre of land for residential purposes and five acres of land for trade or business without having to obtain a license, although notice is still required. Therefore, any acquisition of land above these thresholds will require the foreign investor to obtain a license.
• Acquisition of any land in Tobago by a foreign investor requires a license.

A foreign investor who wishes to do any of the following must also notify the Minister of Finance prior to, or at, closing:

• incorporate a private company in Trinidad and Tobago;
• acquire shares in any private company incorporated in Trinidad and Tobago; and
• acquire shares in a local public company in Trinidad and Tobago.

Yes, notification under the Foreign Investment Restriction rules is mandatory.

Where only notice is required, no prior approval is required although notice should be provided promptly upon closing. Where a license is required, the potential consequences for closing before the license is acquired can include forfeiture, so the approval of the license should be obtained prior to closing.

No particular changes were made to the foreign investment regime as a result of COVID-19. However, the effects of COVID-19, among other factors, may have contributed negatively to the investments made by some foreign investors.

There is not a separate specific agency for foreign investments and foreign investment is generally encouraged, particularly in energy (petrochemicals in particular) and non-energy (tourism, agri-food, finance, etc.) sectors. 

An agency (InvesTT) has in fact been set up to assist and encourage foreign investment (http://www.investt.co.tt/). Usually, large-scale investments may be subject to review by two entities, the Ministry of Finance, and the Ministry that oversees the particular sector in which the investment operates or the Ministry of Trade and Industry (if there is no sector-specific Ministry, e.g., Health, Energy, etc.).

However, foreign investments that constitute a merger will also be subject to review, delay, modification or blocking by the Trinidad and Tobago Fair Trading Commission under the Fair Trading Act which came into force in February 2020. The Fair Trading Act provides that:

1. all anti-competitive mergers are prohibited; and
2. enterprises shall not enter into a merger unless they obtain permission from the Commission where:
1. their assets exceed fifty million (Trinidad and Tobago) dollars (approximately USD 7.4 million dollars), and
2. at least one of the enterprises carries on or intends to carry on business in Trinidad and Tobago.

As such, foreign investments that constitute mergers can be restrained or prevented where they are considered to be anti-competitive or where they may have a detrimental impact on consumers or the economy.

There are no specified grounds for the Ministry of Finance refusing to provide a license (and we are not aware of the Ministry ever having refused to grant a license) provided that the applicant complies with and supplies all information required to obtain a license. Details on the requirements for an application for a license to acquire land are set out here: https://www.finance.gov.tt/wp-content/uploads/2014/05/51.pdf. 

As noted, foreign investment is encouraged more than it is restricted, and the regime appears to be more concerned with obtaining trade/market information and preserving/increasing foreign exchange rather than restricting foreign investment.

The Fair Trading Commission may review and block any investment that constitutes a merger where such a merger is deemed to be anticompetitive or detrimental to consumers or the economy. The Fair Trading Commission is quite active in reviewing acquisitions, joint ventures and other transactions that constitute a merger. We are not aware of any mergers involving foreign investors that have been prevented by the Fair Trading Commission since the Fair Trading Act came into effect.

We do not anticipate any changes to the Foreign Investment Act over the next 6 months. It is possible that there may be amendments to the Fair Trading Act to increase the timeframes for review by the Commission and to provide certain exceptions to the Fair Trading Act but it is unlikely that those will occur within 6 months.