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Friday, Gonsalves clash over sweeping company law reforms

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L-R: Gonsalves -Friday

The House of Assembly became a battleground of competing economic philosophies as Prime Minister Godwin Friday and Opposition Leader Ralph Gonsalves clashed fiercely over proposed legislative reforms to the country’s financial services and company regulations.

The heated debate centered on the Companies Amendment Bill, which Prime Minister Friday defended as a crucial tool to stimulate private sector growth and relieve local and foreign businesses of “draconian” and “onerous” regulatory burdens. Opposition Leader Gonsalves, however, launched a scathing counterattack, branding the legislation a massive “giveaway” designed to bail out delinquent, non-compliant foreign companies and negligent local lawyers.

Opening the debate, Prime Minister Friday framed the legislative changes as an essential modernization of the investment landscape, asserting that the country must look beyond government spending to drive economic progress.

Pointing to St. Vincent and the Grenadines’ constrained finances and public debt, Friday argued that the state must “liberate” private capital, both domestic and foreign, to accelerate economic development. “The private sector is the engine of growth, not government,” Friday declared, emphasizing the administration’s philosophical and practical alignment with private-sector-led growth.

A central target of the Prime Minister’s reforms was the Companies Amendment Act of 2016, which was passed under the previous administration. Friday argued that these past measures had introduced “crippling” fees and onerous compliance requirements without proper consultation, ultimately acting as a disincentive for business and deterring foreign investors.

In particular, Friday highlighted the administrative burden imposed by Section 338E of the Companies Act. Under the 2016 rules, not only did an external land-owning company have to register locally, but every corporate shareholder in its ownership chain was also forced to register.

Friday explained that this dual-registry requirement placed a high administrative overhead on foreign investors, causing lawyers and advisors to stop recommending external companies as vehicles for home ownership. The new bill deletes Section 338E, requiring only the actual land-owning company to register, which Friday claimed would eliminate red tape and boost activity at the Commercial and Intellectual Property Office (CIPO).

The Prime Minister also targeted what he described as excessive non-compliance penalties. Under existing laws, a foreign company failing to register faced a daily fine of $350—a penalty Friday called “outside the pale” and uncompetitive compared to neighboring Caribbean jurisdictions.

The new bill slashes this fine to an Eastern Caribbean Currency (EC) equivalent of $135 per month, with a total cap of $10,000. Furthermore, the late filing fee for fundamental changes (such as corporate name or director alterations) would be cut from $100 a day to $50 EC per month, while the filing deadline itself would double from 30 to 60 days to accommodate complex cross-border compliance.

Addressing those who have fallen behind on payments, Friday introduced a six-month amnesty offering local and external companies a 50% discount on outstanding late-filing fees. Friday argued that this would bring companies back into compliance and generate much-needed short-term revenue for the state, warning that cabinet discretion to waive fees would be virtually non-existent once the amnesty ended.

Opposition Leader Ralph Gonsalves immediately rejected the government’s narrative, charging that the Prime Minister’s presentation was riddled with “factual inaccuracies” and built on “straw men”. Gonsalves argued that the bill does not ease the cost of doing business for legitimate, law-abiding companies, but rather acts as a direct benefit to chronically delinquent external companies owing millions of dollars in unpaid penalties.

Gonsalves also alleged a deeper political motive, claiming the bill protects a subset of local lawyers who had collected fees from foreign clients to handle their filings but failed to do the work. According to Gonsalves, these lawyers are now being threatened with negligence lawsuits by foreign companies, making the bill a dual bailout for delinquent corporations and negligent legal agents.

Placing the reforms within a wider economic context, Gonsalves questioned the wisdom of slashing millions of dollars in government-owed penalties when the country’s public finances are in distress. He pointed out that current revenues for April through July were down by 10.6%, the current account deficit had widened, the government owed over $17 million to fuel suppliers Sol and Rubis, and the state had recently sold its “crown jewel” land in Chatham Bay for less than half its value. “At a time when gas prices, supermarket prices, and electricity prices are a severe challenge,” Gonsalves said, “the government’s major legislative initiative this month is to table a giveaway”.

Gonsalves presented a detailed, nine-point indictment of the legislation, warning of several severe consequences:

  • Erosion of Land-Ownership Controls: By repealing Section 338E, the government is removing critical regulations on indirect foreign land ownership through shell companies, opening the door to widespread corporate abuse.
  • Perverse Compliance Incentives: Gonsalves argued that slashing the non-registration penalty to approximately $50 USD ($135 EC) per month makes it cheaper for a company to remain non-compliant for up to two years rather than paying the upfront $3,000 registration fee. Additionally, under the new $10,000 cap, a company could remain unregistered for nearly 17 years before hitting the limit, which he called “totally nonsensical”.
  • International Financial Sanctions and Blacklisting: Gonsalves raised alarm over the Caribbean Financial Action Task Force (CFATF) evaluation from January 2024, which already rated St. Vincent and the Grenadines as only “partially compliant” regarding beneficial ownership transparency because CIPO fails to verify who is actually behind registered companies. Removing registration requirements for indirect corporate owners and suspending regulatory enforcement for six months would invite intense international scrutiny and risk land-owning companies being grey-listed or blacklisted.
  • Loopholes for Asset Sell-Offs: The bill’s amnesty provisions suspend the statutory charge that currently secures the government’s debt against the assets of delinquent companies. Gonsalves warned that during the six-month amnesty, delinquent firms could sell off their local lands completely free of these charges, leaving the government unable to collect what it is owed.
  • Inequality for Domestic Businesses and Citizens: While foreign external companies enjoy cuts of up to 99% on their penalties, domestic companies receive little relative relief, and ordinary Vincentians struggling to pay property taxes receive no such amnesties.

Gonsalves concluded by defending CIPO—an agency he noted was established under his tenure in 2003—highlighting its massive financial contribution to the state. Over the last five years, CIPO generated $10.2 million in revenue, including nearly $5 million from fines and penalties, while costing only $3 million to run. By slashing these fines, Gonsalves argued, the government is stripping the consolidated fund of millions of dollars that could be used for vital public services, such as purchasing school books for children.

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