Social Enterprise Law Surveys |
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Guyana |
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| (Latin America/Caribbean) Firm Hughes, Fields & Stoby | |
| What jurisdiction(s) do you practice in? | Guyana |
| What are the most commonly used types of for-profit corporate organizational forms in your jurisdiction (e.g., corporation, limited liability company, benefit corporation, social purpose corporation, etc.) used by Enterprises operating a trade ... | The most commonly used type (and man one) of for-profit corporate organizational form in Guyana is a Limited Liability Company. Co-operative Societies and Partnerships may also be established under specific acts, the Co-operative Societies Act, Chapter 88:01 and the Partnership Act Chapter 89:02, but these are not very common. a. Given our response above a Limited Liability Company would be the only for-profit organizational form. However, it may be characterized as a Private or Public Limited Liability Company.
b. A Private Limited Liability Company. |
| Do any of your jurisdiction’s traditional organizational forms require or permit the board or managers to consider, balance or prioritize interests other than shareholder value in decision making? What other interests, if any, are they required... | While Private Limited Liability Companies are essentially owned by shareholders, their By-Laws control and prescribe for the way their business or affairs are conducted. Hence, our direct response would be yes, interests other than shareholder value in decision making are permitted but not required or prescribed. |
| Does your jurisdiction have organizational forms specifically designed for Social Enterprises? If so:a. What type(s) of organizational forms are they?b. How do they materially differ from the most closely analogous traditional organizational ... | Guyana does not have organizational forms specifically designed for Social Enterprises. |
| Are Social Enterprises permitted to be formed and operated as Nonprofits? If so: a. Are Nonprofits that are Social Enterprises treated differently under the law as compared to Nonprofits that are not Social Enterprises, whether from a corporat... | Yes. A Social Enterprise can be organized in the form of a Friendly Society under the Friendly Societies Act, Chapter 36:04 of the Laws of Guyana. a. There is no distinction between a Social Enterprise that is not for profit and any other Friendly Society. Once permitted to be registered under the Friendly Societies Act (given the Social Enterprise’s constitution and objectives) they will be subject to the same laws and regulations as any other Friendly Society. b. There is no material benefit and/or restriction. c. There is no hybrid. d. Friendly Societies are quite prevalent in Guyana but there is a distinction between Friendly Society which is a Social Enterprise and those that are not. |
| Does your jurisdiction allow for worker-owned Enterprises, such as cooperatives? If so, please describe any material benefits of, and/or restrictions on, using such forms. | Yes, as set out above, Co-operative Societies are permitted to operate in Guyana under the Co-operative Societies Act. The main benefit is taxation wise and the restriction is that it must be one that is owned by the employees or members of the society. |
| Are there unique reporting requirements for Social Enterprises? If there are, please describe them. Please also discuss what government bodies Social Enterprises are required to report to. | This depends on which structure the Social Enterprise decides to operate under and whether it is for profit or non-profit. There are no specific government bodies to which a Social Enterprise per se is required to report to. |
| In your jurisdiction, has case law and jurisprudence evolved to address Social Enterprises? If there is meaningful jurisprudence around Social Enterprises, please provide some brief examples. | Unfortunately, no. There is no case law in Guyana that we are aware of which addresses Social Enterprises. |
| Does your jurisdiction have any ESG requirements for Enterprises generally? If it does, please describe. | No. |
| Does your jurisdiction have any ESG requirements specifically for Social Enterprises? If it does, please describe. | No. |
| Does your jurisdiction have any ESG requirements for investors? If it does, please describe. | No. |
| Are any major investor classes (e.g., pension funds, mutual funds, etc.) required to look at ESG issues when making investment decisions in your jurisdiction? a. If they are, please describe the requirements.b. If they are not, are they permi... | There is no such requirement but investors may consider such factors as they deem necessary. The model of the Social Enterprise may direct the considerations which an investor takes. |
| What kinds of philanthropic funding do Social Enterprises in your jurisdiction commonly receive (e.g., grants, charitable investment, traditional investment)? | There is no set or prescribed funding in Guyana for philanthropic enterprises. |
| How prevalent, if at all, are new for-profit impact investments in your jurisdiction (e.g. traditional instruments with impact terms, new investment instruments, aggregation with philanthropic capital, community based funding, etc.)? | Currently, these are not very prevalent but we expect over the next 5-10 years that there may be surge in these type of investments, as Guyana’s corporate structures and socio-economic requirements are widened and/or developed. |
| What are the types of government funding and support available to Social Enterprises, if any, available in your jurisdiction (e.g., grants, investments, bonds, and guarantees)? a. How difficult is it for Social Enterprises to obtain government... | There is no set or prescribed funding in Guyana for philanthropic enterprises. a. Very difficult as there is no structure in place for this currently. b. N/A. |
| Are there any companies that are formed as a Social Enterprise listed on your jurisdiction’s leading securities exchange(s)? | We are unware of any. |
| To what extent are publicly traded Enterprises required to disclose ESG related factors in annual reports/public filings in your jurisdiction. | There is no such requirement but it may be disclosed in Annual Reports to show the Enterprise or Company’s socio-economic responsibility. |
| How prevalent, if at all, are impact bonds in your jurisdiction? | Impact bonds are not very prevalent in Guyana to the extent that we are unware of its usage. |
| In your jurisdiction, are there any restrictions on foreign investments or donations that are unique to Social Enterprises (whether incorporated as for profit entities or as Nonprofits)? | No. |
| Is “crowdfunding” legal in your jurisdiction? Are there rules under applicable securities laws that make it easier for smaller businesses or Social Enterprises to take money from investors that are not sophisticated/accredited/qualified under a... | Crowdfunding is permitted but should securities be offered to the public and/or the beneficial ownership of securities exceeds fifty persons, the company would be classified as a public company and subject to the purview of the Guyana Securities Council and reporting obligations under the Securities Industry Act, Chapter 73:04 of the Laws of Guyana. |
| Are there any tax exemptions that are uniquely available for Social Enterprises? a. Please describe any tax exemptions that are available and whether they are partial or full.b. Are they dependent on the Social Enterprise utilized using a spe... | There are tax exemptions available for Non-profits generally, but there are no tax exemptions that are uniquely available for Social Enterprises. a. A Non-profit organization is not subject to the same corporate tax as manufacturing (25%) and commercial companies (40%) in Guyana. This, however, is not set out in law and a tax exemption would have to be applied for and obtained from the Commissioner of Inland Revenue. b. Yes. Non-profit. c. This is not set out in legislation, unfortunately, and is at the discretion of the Commissioner of Inland Revenue and subject Minister |
| Are individuals or other organizations able to provide tax deductible donations to for-profit Social Enterprises? If they are, please describe any restrictions applicable to tax deductible donations? | No. |
| Are there any other tax benefits uniquely available for Social Enterprises? (e.g. deferrals, favorable tax rates, business deductions, etc.) | There may be duty-free concessions on equipment, machinery and vehicles being imported but this is not prescribed by law and is only available if a concession is granted by the Commissioner of Inland Revenue and subject Minister. |
| Does your jurisdiction provide for reciprocal recognition of tax-exempt status that has been granted under the law of any other jurisdictions? | Yes. Guyana has double taxation treaties with Canada, CARICOM and the United Kingdom. |
| Does your jurisdiction have Regulatory Sandboxes or similar policy frameworks for Social Enterprises? If it does, please describe. | No. |
| What government operational support, resources, training or services, are available for small businesses or Social Enterprises? | There are none set out in any legislation or policy for that matter but depending on the nature of the activities of the Social Enterprise, same can be arranged and/or provided under an agreement with the Government of Guyana. |
| Are there different compliance requirements for different types of Social Enterprises than for traditional Enterprises? Please provide examples if there are. | No. |
| Is there a dedicated government agency or department that oversees Social Enterprises? If there is, please describe its mandate and effectiveness. | The Ministry of Human Services and Social Security is mandated with overseeing Friendly Societies and ensuring their compliance with their constitutions. Other Ministries or agencies may be applicable depending on the type of Social Enterprise which is being set up in Guyana. |
| Is there a different bankruptcy system available for Social Enterprises? | No. |
| What are the average time and filing fees to form an Enterprise in your jurisdiction? | This would depend on the type of Social Enterprise being formed, that is, for-profit or non-profit and under which structure, that is, Limited Liability Company, Co-operative Society or a Friendly Society. Non-profit organizations tend to take longer as there is more scrutiny over the activities it intends to undertake and its constitution and/or members. |
| What government or third-party certifications or accreditations, if any, are available for Social Enterprises that allow for access to benefits e.g. funding, beneficial tax status, etc.? Please provide examples and briefly describe them as well... | This is not very structured in Guyana, per our previous responses. A certificate of Registration as a Friendly Society or Non-Profit Organization would allow for an approach to be made for tax exemptions and/or benefits. |
| Please describe whether, in your opinion, startups and other entrepreneurial Enterprises generally can easily form and flourish in your jurisdiction. | Startups and non-profits are generally easier to manage as there are fewer reporting requirements but the formation can take some time as they are usually more scrutinized given their activities. |
| Please describe whether, in your opinion, Social Enterprises, in particular, can easily form and flourish in your jurisdiction. | See our responses above. This depends on the type and structure being undertaken. |
| Please describe whether in your opinion there are any laws that are obstructive to the formation of Social Enterprises (i.e. that actively disfavor or penalize, or otherwise discourage their formation) in your jurisdiction (for example, are Soc... | None. |
| In your jurisdiction, are there any major fraud concerns or defects due to corruption or fraud that should be addressed? If there are, please briefly discuss the concerns or defects. | No, but scrutiny of Non-profit enterprises or organizations in their startup is common. |
| What changes to the law do you think would be most beneficial to enabling Social Enterprises to flourish in your jurisdiction? | Tax benefits should be clearly spelt out in regulations and there should be set aside funding to encourage these organizations to be formed and/or develop. |
| What changes to the law do you think would be most beneficial to enhancing the social and environmental responsibility of Enterprises generally (whether or not Social Enterprises)? | Legislation, or at least a policy, should be set out to provide for benefits for Enterprises or Companies which practice good socio-economic and environmental responsibility by their practices. |
| Is there anything else you would like to add or guidance you would like to provide? Are there any questions we should have asked but did not? | No. |
Social Enterprise Law Surveys
Guyana
The most commonly used type (and man one) of for-profit corporate organizational form in Guyana is a Limited Liability Company.
Co-operative Societies and Partnerships may also be established under specific acts, the Co-operative Societies Act, Chapter 88:01 and the Partnership Act Chapter 89:02, but these are not very common.
a. Given our response above a Limited Liability Company would be the only for-profit organizational form. However, it may be characterized as a Private or Public Limited Liability Company.
- A Public Limited Company is defined as a company whose issued shares or debentures are or were part of a distribution to the public or are intended for distribution to the public (Section 2 of the Companies Act of Guyana Chapter 89:01) and also includes a company which is the issuer or a security that is beneficially owned by more than fifty persons (Section 3 (2) (f) of the Securities Industry Act.
- Private Limited Company (PLC) is defined as a company incorporated under the Companies Act whose issued shares or debentures are not part of a distribution to the public or are not intended for distribution to the public. A PLC can be managed by the Directors from overseas and you can have a “one person” Company controlling it as both the only Director and Company Secretary.
b. A Private Limited Liability Company.
While Private Limited Liability Companies are essentially owned by shareholders, their By-Laws control and prescribe for the way their business or affairs are conducted.
Hence, our direct response would be yes, interests other than shareholder value in decision making are permitted but not required or prescribed.
Guyana does not have organizational forms specifically designed for Social Enterprises.
Yes. A Social Enterprise can be organized in the form of a Friendly Society under the Friendly Societies Act, Chapter 36:04 of the Laws of Guyana.
a. There is no distinction between a Social Enterprise that is not for profit and any other Friendly Society. Once permitted to be registered under the Friendly Societies Act (given the Social Enterprise’s constitution and objectives) they will be subject to the same laws and regulations as any other Friendly Society.
b. There is no material benefit and/or restriction.
c. There is no hybrid.
d. Friendly Societies are quite prevalent in Guyana but there is a distinction between Friendly Society which is a Social Enterprise and those that are not.
Yes, as set out above, Co-operative Societies are permitted to operate in Guyana under the Co-operative Societies Act. The main benefit is taxation wise and the restriction is that it must be one that is owned by the employees or members of the society.
This depends on which structure the Social Enterprise decides to operate under and whether it is for profit or non-profit. There are no specific government bodies to which a Social Enterprise per se is required to report to.
Unfortunately, no. There is no case law in Guyana that we are aware of which addresses Social Enterprises.
No.
No.
No.
There is no such requirement but investors may consider such factors as they deem necessary. The model of the Social Enterprise may direct the considerations which an investor takes.
There is no set or prescribed funding in Guyana for philanthropic enterprises.
Currently, these are not very prevalent but we expect over the next 5-10 years that there may be surge in these type of investments, as Guyana’s corporate structures and socio-economic requirements are widened and/or developed.
There is no set or prescribed funding in Guyana for philanthropic enterprises.
a. Very difficult as there is no structure in place for this currently.
b. N/A.
We are unware of any.
There is no such requirement but it may be disclosed in Annual Reports to show the Enterprise or Company’s socio-economic responsibility.
Impact bonds are not very prevalent in Guyana to the extent that we are unware of its usage.
No.
Crowdfunding is permitted but should securities be offered to the public and/or the beneficial ownership of securities exceeds fifty persons, the company would be classified as a public company and subject to the purview of the Guyana Securities Council and reporting obligations under the Securities Industry Act, Chapter 73:04 of the Laws of Guyana.
There are tax exemptions available for Non-profits generally, but there are no tax exemptions that are uniquely available for Social Enterprises.
a. A Non-profit organization is not subject to the same corporate tax as manufacturing (25%) and commercial companies (40%) in Guyana. This, however, is not set out in law and a tax exemption would have to be applied for and obtained from the Commissioner of Inland Revenue.
b. Yes. Non-profit.
c. This is not set out in legislation, unfortunately, and is at the discretion of the Commissioner of Inland Revenue and subject Minister
No.
There may be duty-free concessions on equipment, machinery and vehicles being imported but this is not prescribed by law and is only available if a concession is granted by the Commissioner of Inland Revenue and subject Minister.
Yes. Guyana has double taxation treaties with Canada, CARICOM and the United Kingdom.
No.
There are none set out in any legislation or policy for that matter but depending on the nature of the activities of the Social Enterprise, same can be arranged and/or provided under an agreement with the Government of Guyana.
No.
The Ministry of Human Services and Social Security is mandated with overseeing Friendly Societies and ensuring their compliance with their constitutions. Other Ministries or agencies may be applicable depending on the type of Social Enterprise which is being set up in Guyana.
No.
This would depend on the type of Social Enterprise being formed, that is, for-profit or non-profit and under which structure, that is, Limited Liability Company, Co-operative Society or a Friendly Society.
Non-profit organizations tend to take longer as there is more scrutiny over the activities it intends to undertake and its constitution and/or members.
This is not very structured in Guyana, per our previous responses. A certificate of Registration as a Friendly Society or Non-Profit Organization would allow for an approach to be made for tax exemptions and/or benefits.
Startups and non-profits are generally easier to manage as there are fewer reporting requirements but the formation can take some time as they are usually more scrutinized given their activities.
See our responses above. This depends on the type and structure being undertaken.
None.
No, but scrutiny of Non-profit enterprises or organizations in their startup is common.
Tax benefits should be clearly spelt out in regulations and there should be set aside funding to encourage these organizations to be formed and/or develop.
Legislation, or at least a policy, should be set out to provide for benefits for Enterprises or Companies which practice good socio-economic and environmental responsibility by their practices.
No.