Read the untranslated law here: http://www.dna.sr/wetgeving/surinaamse-wetten/geldende-teksten-tm-2005/handelsregisterwet
Law of 15 June 1936 establishing a handelsregis ¬ b (G law of 15 June 1936 to setting from the trade register (G.B. 1936 No. 149) as they stands after the amendments at G.B. 1937 No. 121, G.B.
1946 No. 13, G.B. 1948 No. 14, G.B. 1962 No. 86.
Article 11 1. There is a set in which all trade register in Suriname established business within the meaning of this law.
2. The commercial register is kept by the Chamber of Commerce and industry in Paramaribo.
3. each case is registered in the commercial register at the Office of the Chamber of Commerce and industry in Paramaribo.
4. the prescribed tasks for subscription must be made in the Dutch language.
5. the President shall determine the arrangements for registration of and controls, outside Paramaribo established business, what this law does not provide for.
6. The trade register is under the supervision of a company registration Commission; the working methods and composition of this Committee are determined by the Minister for Economic Affairs; the Chairman of this Committee, and members are in agreement with the Chamber of Commerce and industry in Paramaribo, Surinam by the Minister was appointed.
Article 22 1. Under case is in this law means any company in which any company, by which also is exercised.
2. business within the meaning of this law are not: a. enterprises, belonging to bodies governed by public law;
b. enterprises, belonging to minors who do not have emancipation;
c. undertakings in which only agriculture, horticulture, fishing or hunting is exercised, undertakings, companies, associations or foundations.
3. Partnerships, limited partnerships, limited companies and cooperatives are getting registered in the trade register.
Article 33 1. To doing the tasks prescribed for the registration in the commercial register is held the owner of the thing. The case belongs to more than one person, then all to doing the exercises.
1 wt. at G.B. 1937 No. 121, G.B. 1962 No. 86.
2 wt. at G.B. 1937 No. 121, G.B. 1962 No. 86.
3 WT. at G.B. 1937 No. 121.
1 2. The case on behalf of the owner by another driven, then know in to doing the exercises.
3. the matter Belongs to a limited liability company, a reciprocal insurance or guarantee company, a cooperative or other association or a Foundation, possessing legal personality with more than one driver, then all drivers to make the assignments.
4. If the aforementioned bodies elsewhere are located, then the person or those who are in Suriname with the direct guidance of the case is or are in charge, or if such occurs or occur, partly to make the assignments.
5. are two or more persons obliged to doing a same statement then, as soon as one of them has fulfilled its obligation, that of the other or of the others raised.
Article 44 1. The giving of the location ener thing happens no earlier than one week and not later than one week after that. At the time of establishment the giving is mentioned.
A case is established with regard to the public when it starts.
2. Was the case already established at the date of entry into force of this law, the statement shall be within three months of that time.
3. the other prescribed assignments shall be made not later than one week after it to give fact happened or the coming into force of the decision.
Article 55 1. The matter belongs to a natural person, then it is specified: 1o. his name, first name and place of residence; It concerns a married woman or a widow, then are also specified the name and the first names of the spouse or of the deceased spouse; at the assignments should be a picture of the owner be attached;
2o. the place and date of his birth; is that place outside of Suriname, then is also specified the name of the country where that place is;
4O. the trade name, under which he drives his case;
5O. the company, that he;
6o. the place, street, house number and the district, where his business is located;
70. the signature and initials, which he under the pieces, the case concerning;
the person concerned may not put its signature and initials, by the reason of foreclosure.
2. the matter Belongs to more than one person, then, with mention of the share, for which each owns, about all of them specified provisions in the first paragraph under 1o, 2o and 3o, and about those who drive, which is the case there is prescribed under 4o, 5o, 6o, and 70.
4 WT. at G.B. 1937 No. 121.
5 WT. at G.B. 1937 No. 121.
2 3. Is the owner married under prenuptial agreements, provisions, containing, with part or all of the statutory community of property is waived, then those provisions specified.
4. The owner has not reached the age of 21 years, then be specified the time and the way he has become responsible commitments, and the provisions, which were allowed to be made for the granting of that competence.
5. the matter Belongs to a married woman, than be specified the time and the way in which the man consents that a business independently, and the provisions, which he may have made. As long as not the man the withdrawal of his consent to registration in the trade register, he may thereupon professions not vis-à-vis third parties, who, in good faith, declare that that their withdrawal was unknown.
Article 6 1. Is a company under a firm entered into, then specified: 1o. the start time and that by the end of the company;
2o. the trade name, under which the company is acting;
3O. the company, which the associates;
4O. the place, street, house number and the district, where the case is established;
5O. for each partner, everything in article 5 first paragraph 1o, 2o and 3o is prescribed;
6o. for each Member which not the drawing of firm is excluded, the signature and the initials, which he under the pieces, the case concerning,;
the person concerned may not put its signature and initials, then the reason for foreclosure reported;
70. and again, in General, all of which the agreement to determine the rights of third parties.
2. with regard to the partners finds the provisions at the third, fourth and fifth paragraph of article 5 shall apply mutatis mutandis.
Article 7 1. Is a partnership en commandite company and entered into, then about the Associates by way of money shooting specified their number, their nationality and the country of their Board, in addition to the amount of the fees, which they have jointly entered.
2. Where it applies a partnership limited by shares, instead of at the first paragraph, specified the amount of the letter of capital, the number and amount of shares, in which it is divided, and the amount of the issued capital. The amount of subscribed capital is once in the six months specified, until it is clear from giving the capital whole.
Article 86 1. The matter belongs to a limited liability company, than is specified: 6 WT. at G.B. 1937 No. 121.
3 1o. the name and place of business;
2o. the company, that the company;
3O. the place, street, house number and the district where the case is established;
4O. the date of the Government Ad sheet or by another local newspaper, if the disclosure is not in the Government-held Ad sheet, making the Act of creation is made public;
5O. for each Council member and Commissioner, all that in article 5, first paragraph under 1o, 2o, 3o and 70 is prescribed.
2. The Chamber of Commerce and industry in Paramaribo, Surinam may require that the statement the Government ad sheet, or other local news sheet, if the disclosure is not in the Government-held Ad sheet, making the Act of creation is made public, or, failing that, an authentic copy submitted animal Act.
3. When not according to the articles of incorporation the registered capital entirely, once in the six months the subscribed amount specified, until it is clear from giving the capital whole.
4. Are not fully paid-up shares issued, then be specified the names, the initial letters of the names and residences of the holders of such shares with giving the securities held by each holder and of the deposited amount. Changes to this notice are specified once in six months.
Article 97 the case Belongs to a cooperative, then all that is specified in the first paragraph of the previous article concerning the public limited company, in addition to what is prescribed in the articles of Association concerning the liability of the members for the obligations of the Association is determined. The second paragraph of article 8 shall apply mutatis mutandis.
Article 108 Is the matter to an association, as moral body recognised in accordance with article 1666 of the civil code, then all that is specified in the first paragraph of article 8 concerning the limited liability company is prescribed, except that for
the articles of association as prescribed on the articles of incorporation. The second paragraph of article 8 shall apply mutatis mutandis.
Article 119 1. The matter belongs to a reciprocal insurance or guarantee society, then all that is specified in article 8, paragraph 1, under 1o, 2o, 3o and 5o, concerning public limited liability companies and in addition, the wording of agreement, articles of association or rules of procedure.
7 WT. at G.B. 1937 No. 121.
8 wt. at G.B. 1937 No. 121.
9 wt. at G.B. 1937 No. 121.
4 2. The same is true with regard to the giving for subscription, are owned by a foundation.
Article 1210 include the case to a stranger or to a legal person, established under the law of another country, then find the articles 5 to 11 shall apply mutatis mutandis.
1311 1 article. Has a case a authorised signatory, another such authorized representative, or a commercial traveller, who is authorised to take out agreements, what these, specified in article 5, first paragraph under 1o. and 70. is prescribed.
2. content, modification and revocation of power of Attorney from the persons referred to in this article be specified.
3. restrictions and revocation, as well as modification of the power of attorney be specified.
Article 1412 1. Has a case a branch office or branch office in Suriname, or is she there represented by a commercial agent, authorised to take out agreements, then be specified the place, street, house number and the district in which the subsidiary or branch or the commercial agent is located.
2. in the branch office or any branch office for registration is about all that the administrator specified in article 5, first paragraph, under 1o, 2o, 3o, and 70, is prescribed.
At the statement about a commercial agent as in the first paragraph, is what this subject specified in article 5, first paragraph under 1o, 2o, 3o and 70 is prescribed.
3. It is also content, modification and revocation of power of Attorney from the commercial agent specified.
4. If the case itself is located outside of Suriname, the subsidiary or branch or the commercial agent, referred to in the first paragraph, registered in the commercial register at the Chamber of Commerce and industry in Paramaribo. The first and second paragraphs shall apply. Also be specified: the trade name, under which the case is driven, the company in the case, and the place and the country in which it is situated, and besides all that under the law of that country about the case for registration in a trade register is specified or otherwise openly.
Article 1513 10 wt. at G.B. 1937 No. 121.
11 WT. at G.B. 1937 No. 121, G.B. 1946 No. 13.
12 WT. at G.B. 1937 No. 121, G.B. 1946 No. 13.
5 1. Is a case driven by using borrowed money, obtained by issuing debentures, then be specified the number and amount of each of the debentures in circulation and the collateral and the amount at one hundred in the year of the interest due.
2. The number of the debentures in circulation is once in the six months specified.
Article 1614 In case of separation of property, prohibition, Declaration of death, bankruptcy or moratorium, presumably of those who as owner ener case or as ven-note under a firm registered in the trade register, all announcements, which under articles 695 and 691 of the Surinamese code of civil procedure, 497, 498, 515 and 527 articles of the civil code for Suriname or Surinamese Bankruptcy decision under the 1935 in the Gouvernements-Ad sheet or in a other local news sheet be included or on an other manner, by him who with that publication charge, partly for entry in the commercial register.
Article 1715 1. Any change which on a case is registered, is specified.
Among these changes is understood the dismissal of the person, which, because of his tenure with a matter is listed in the commercial register; the same is true of suspension in that regard and the Elimination of that suspension.
2. in the cases of article 8, 9, and 10 the articles of incorporation or by-laws changes, then specifies the date of the Government Ad sheet, making that change is made public. The second paragraph of art. 8 shall apply mutatis mutandis.
1816 1 article. In case of removal of a case are both ones, referred to in article 3 If the liquidator thereof kept giving any to do.
2. the statement also means, which the liquidator is concerned, all the provisions of article 5, first paragraph, under 1o, 2o, 3o and 70 is prescribed, if not already a and other related to the same case is registered.
3. Has a case for longer than a week, ceased to exist, without the waiver for entry is specified, then the Chamber of Commerce and industry to act as its Secretary in Paramaribo order true statement done by the lifting.
13 wt. at G.B. 1937 No. 121.
14 WT. at G.B. 1937 No. 121.
15 WT. at G.B. 1937 No. 121.
16 WT. at G.B. 1937 No. 121.
6 article 1917 1. In respect of the registration of a case is for the first time, and in respect of each registered case is for each calendar year after the year of registration, an amount owed to the Chamber of Commerce and industry in Paramaribo.
Basis for the determination of the amount due is the at registration or after the year of registration at the beginning of the calendar year or, if the financial year coincides with the calendar year, not at the beginning of the fiscal year that ends in the calendar year, in the case of invested capital, including at this is defined as the sum of: 1o. its equity under a balance sheet that is formatted in accordance with the rules in force for the purpose of calculating the earnings for the levying of income tax, but for what the valuation of the assets and liabilities is concerned-formatted according to the rules applicable for the determination of the power for the imposition of property tax in so far as such requirements to other valuation;
2o. the borrowed funds which for a year or more for the benefit of the case available to its owner;
The amount due shall be made on this basis, to: a. a power output of Sf 1,000.-or more, but less than 5,000 Sf.
SF 10.-b. at a power of Sf 5,000.-or more, but less than 10,000 Sf.
SF 20.-c. at a power of Sf 10,000.-or more, but less than Sf 25,000.
SF 30.-d. in a ability of Sf 25,000.-or more, but less than 50,000 Sf.
SF 50.-e. at a power of Sf 50,000.-or more, but less than 100,000 Sf.
SF 100.-f. in a ability of Sf 100,000.-or more, but less than 250,000 Sf.
SF 250.-g. at a power of Sf 250,000.-or more, For undertakings in which only agriculture, horticulture, fishing or hunting, owned by companies, associations or foundations is the sum due, by way of derogation from the above, set at 25% of the reductions provided for in paragraphs a through g asked worn with a minimum of Sf 10.-.
2. The amounts are as of the date of a every time by the Chamber of Commerce and industry to attack by registered letter due by those, who the case belongs. Is the case to superiors, then they each for the whole for the satisfaction be liable. A case for which within three months of the date of an attack the common amount is not met, the payment shall be deemed to be overdue.
3. As a basis for the application of the scale of the first member is reporting to registration, are submitted by the person who has done the registration necessary for these tasks; the reporting can be reviewed later for the amounts due by those which, according to article 3 to doing tasks for the 17 WT. at G.B. 1937 No. 121, G.B. 1948 No. 14, G.B. 1962 No. 86.
7 registration in the commercial register.
4. The Chamber of Commerce and industry in Paramaribo is responsible for serving a case to rank in a class higher than was given up, when they reason believes to have cast doubt on the accuracy of the Declaration or of the opinion, that the meaning of the case, apart from the capital, it stung rank in a higher class. The Board made use of this power, then by registered letter within eight days shall be notified to the person or to one of those whom the case belongs. This may, within fourteen days after the date animal in the Sub-District Court of appeal at the first Canton; the appeal suspends the obligation to pay in accordance with the ranking by the room not on. The Court of first instance decided in the top resort in which class the case is ranked; the possibly overpaid is returned by the Board without delay.
5. The Chamber of Commerce and industry in Paramaribo is authorized, in the absence of a declaration, when registering it in the report to estimate capital. In this case the estimated amount as the basis for the application of the scale of the
first paragraph, unless the room is of the opinion, that the meaning of the case, apart from the capital, it stung rank in a higher class. The last three sentences of the previous paragraph apply. For the sums due remain later ones, which according to article 3 to doing tasks for the registration in the commercial register are held responsible reporting in the report capital.
6. The Chamber of Commerce and industry in Paramaribo is, if an attached Member in respect of his case in writing to the request, required about the contributions due on the foot of the first paragraph of in the trade register registered business to ask a binding decision of the controller of direct contributions. The room is furthermore responsible with the written permission of the relevant attached Member such a binding decision.
In cases where a binding decision under this paragraph to him are asked does the reviewer of direct contributions pronunciation; in it he mentions no further details than the amount of the due contribution.
7. Is an amount due under this law, not or not fully in accordance with this Act or under the certain met, then called the Chamber of Commerce and industry in Paramaribo the negligent by registered letter to to still within eight days of receipt of this letter the amount mentioned therein to the room. Following this reminder the payment within the stipulated time frame not, shall issue the room medebrengende the right of payment orders, summary execution, that injunction is enforceable explained by the district judge of the first District of. The injunction can be in another Member State in the whole of Suriname; the service implementation shall be made in the manner, at the code of civil procedure in respect of judgments and authentic instruments prescribed.
8. The Chamber of Commerce and industry in Paramaribo is authorized registered business at most once a year a statement in writing to questions about the accuracy and completeness of the data entered in the commercial register of the case; Anyone who according to article 3 obliges to make assignments for the tender, is bound to do these tasks within the time limit specified by the 8 Room, which must be at least 30 days.
Article 2018 1. If the Secretary of the Chamber of Commerce and industry in Paramaribo, Surinam, that a statement for registration is done incorrectly or is incomplete or incorrect, or contrary to public order or good morals, he turns at petition-which he does by registered letter to forward to him that giving any statement has done-to the Commission with the request to the registration conditions pull-through , addition or modification of the attached Member. Insgelijk does the Secretary to the trade register Registration Committee the request for posting a note to the details of a case in the trade register to order that in the case in question is not actually or in violation of legal requirements a company is exercised.
2. Any interested party who considers that a tender was wrongly done, or that which is registered in the commercial register or registered mail, incomplete or incorrect, or contrary to public order or decency may, if the Board refuses or fails to pull-through, supplement or amend, join petition to the trade register Registration Commission with the request into the circumstances pull-through , addition or modification of the attached Member.
3. the trade register Registration Commission approved the request referred to in paragraph 1 and 2 not in then after trial or proper notice of those to whom belongs the case and, if possible, of the person making the statement.
4. By its decision gives the trade register Registration Commission immediately by registered letter knowledge to the Secretary of the room, to the person who the request and to the one who has done the task.
5. within 30 days after the day of decision of the Registration Committee may, in whole or in part by him against it has been unsuccessful, the job may be brought before the Court of Justice, which decided in Council Chamber.
The request is meant to interested other party. Find the third and fourth paragraph shall apply mutatis mutandis.
6. the trade register Registration Commission may order the provisional enforcement of its decision.
7. If, by a decision of the Registration Committee or on appeal, by the Court of Justice which is registered in the trade register, has been declared unlawful in whole or in part, is referred to by the Secretary keeping of records in the commercial register.
Article 21 1. The commercial register is available for inspection free of charge for everyone.
2. the Secretary of the Chamber of Commerce and industry in Paramaribo, Surinam indicates 18 WT. at G.B. 1937 No. 121, G.B. 1962 No. 86.
9 every one, at his request, copies of or extracts from the commercial register is registered.
3. the provisions in the previous paragraphs will apply mutatis mutandis in respect of documents, who, under the law at the Office of the trade register are laid down.
2219 1 article. As long as the prescribed notice is not done by any fact, he held that giving any to do, is not on that fact rely vis-à-vis third parties, who, in good faith, declare that it is their unknown.
2. He held is any fact, can't the incorrectness or incompleteness of the statement object to any third party who, in good faith, on the register of professions.
3. This article shall not apply in respect of the provisions of article 26 of the code of Commerce or assignments on matters, which under the law also otherwise be announced openly.
Article 23 everything that concerns the establishment and monitoring of the commercial register, the assignments for the tender, the tender itself and the subject, in addition to spending, the pull-through, the addition and modification of the attached Member, the submit for inspection and giving copies of and extracts from what is registered and the monies owed for that , is not in it for so many at this law, by the President at decision.
Article 24 1. He who intentionally does a incorrect or incomplete statement, intended for registration in the commercial register, is punished with imprisonment, not exceeding one year or a fine of not more than thousand guilders.
2. He who is legally obliged to do a statement for registration in the commercial register, shall, where it is due to his fault that that statement done by himself or by another, incorrect or incomplete, punished with imprisonment of up to six months or a fine not exceeding one thousand guilders.
3. the facts, in this article, be considered as punishable crimes.
Article 25 1. He who does not comply with its legal obligations to make statement for registration in the commercial register, is punished with a fine of not more than thousand guilders.
19 WT. at G.B. 1937 No. 121.
10 2. The fact, in this article, an offence is considered as infringement.
2620 article this law may be referred to under the title "Handelsregisterwet", indicating the volume and number of the Gouvernements sheet, in which it is placed.
2721 article this law shall enter into force at a time determined by the President.
20 WT. and renumbered at G.B. 1937 No. 121.
21 WT. and renumbered at G.B. 1937 No. 121; I.w.t. 1 January 1938 (G.B. 1937 No. 121).
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