TURKS & CAICOS Law and Practice Contributed by: Sophie Stanbrook, Sam Kelly and Davanya Deveaux, Stanbrook Prudhoe
2. Recent Developments and Market Trends 2.1 Current Economic, Political and Business Climate The TCI continues to be a tax-neutral jurisdiction which is attractive for FDI. A Business Licensing (Amendment) Bill (“the Bill”) was published in the TCI Gazette on 19 September 2025. The Bill seeks to increase the ownership requirements of certain reserved category businesses from major - ity (51%) Turks and Caicos Islander ownership to full (100%) Turks and Caicos Islander ownership. The Bill also explicitly requires a business to obtain a new business licence following a change of ownership in the entity that holds the business licence (which has to be a TCI-incorporated entity). While the Bill secures continuity for existing businesses by grandfathering them in, if/when the Bill is enacted, any new business will have to meet the ownership requirements where it falls within the relevant reserved category. It is unclear what categories of businesses this amendment will apply to if and when it is enacted. Transactions are typically structured either as a sale and purchase of shares in a TCI private limited com - pany (the TCI does not have a stock exchange and so has no local publicly trading companies) or an asset sale and purchase. In either case, the parties would enter into a share sale and purchase agreement or an asset sale and purchase agreement (as relevant), setting out the commercial terms of the transaction. The structure utilised will depend on the circumstanc - es of the transaction, the types of assets owned, the type of business being conducted, taxation implica - tions, whether any third-party consents are required (eg, from an existing lender or a TCI regulatory body), and the individual preferences of the parties. Where a company’s sole activity is holding property, a share sale and purchase is typically the preferred structure, as, in the TCI, the share transfer duty 3. Mergers and Acquisitions 3.1 Transaction Structures
imposed on the sale of such company shares (cur - rently 8%) is lower than the stamp duty payable on the purchase of property (10% for any property valued at USD500,000 or more). 3.2 Regulation of Domestic M&A Transactions Mergers and acquisitions are not regulated in the TCI. However, investors should be aware of the Business Licensing Act and Business Licensing Regulations as it relates to the reserved business categories stated in 2.1 Current Economic, Political and Business Cli- mate . 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework The most common form of corporate or other legal entity in the TCI is a private company limited by shares. TCI companies are governed by the Companies Act, which sets out the general rules and requirements for governance. Other sources of corporate governance requirements include the Companies Regulations, Beneficial Ownership Regulations, Companies and Limited Partnership (Economic Substance) Act and the company’s articles of incorporation. It would also be relevant to consider any shareholder agreements in place. Other legal forms of entities are private companies limited by guarantee, unlimited private companies and general or limited partnerships. Partnerships are gov - erned by the Partnership Act, Limited Partnership Act, Companies and Limited Partnership (Economic Sub - stance) Act, and the partnership agreement in place between partners. At a minimum, every private company must have a board of directors, which may consist of one or more directors. The directors are responsible for the dai - ly management of the company and have a duty to manage the company in its best interests. Companies must also have at least one shareholder who has the power to make certain decisions for the company, including altering the company’s articles of incorpora -
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