V. Marketing US Products and services There is no specific legislation regulating representatives, distributors, or franchisers. Agreements for the appointment of agents are governed by common law principles under which the parties are virtually free to form their own contractual terms. There are no statutory restrictions or regulations governing the length of appointment, the period of notice required for termination, or the level of commission to which an agent is entitled. A foreign investor is free to conclude representation, agency, distribution, and franchising agreements with Trinidadian nationals. Royalties and commission rates are not regulated and may be freely agreed upon by the parties concerned. An agent does not generally acquire any additional rights as an employee beyond those stated in the contract. Contracts normally specifically state that the agent is not to be regarded as an employee or partner of the principal. It should be noted however, that long-term distributors/agents sometimes acquire certain claims on distribution rights that go beyond and, in some cases, supersede contract rights under common law interpretations. In such cases, the foreign product supplier may have to buy back the distributor rights from the local agent. Sales agency agreement: A typical sales agency agreement describes the extent of the agent's field of operations and the extent to which the principal accepts limitations on his/her freedom of action. The agreement gives the agent an opportunity to exploit markets, but allows the principal to withdraw exclusivity under stated conditions. The provisions in a sales agency agreement regarding payments of the agent's commission and accounting between the parties should be drawn to minimize their tax liabilities including the expenses of value added tax (vat: 15 percent on all retail sales of most goods and/or services), and to take advantage of applicable double taxation treaties. Marketing agency agreement: The form and content of a marketing agency agreement is similar to the sales agency agreement except in the marketing agreement, no authority is vested in the agent to contract on behalf of the principal. His/her function stops short of signing contracts and accepting orders. In an appropriately drawn marketing agency agreement, an overseas supplier will not be deemed to be trading within Trinidad & Tobago and incurs no liability to T&T tax on sales of the product. Distributory agreement: A typical distributory agreement includes terms on the extent of the territory of the distributor, the extent of his protection from competition from the manufacturer's products supplied to others, and the distributor's limits to supply outside the territory. A distributor may hold stocks of the products, but this is not essential. Such an agreement would deal with training and familiarization of the distributor with the product. The same taxation priniciples apply to a distributorship agreement as for a marketing agency agreement. Therefore the agreement should be structured to minimize the tax liabilities of the parties. Franchising: Local and international franchises are common in Trinidad and Tobago. International franchises operating in Trinidad and Tobago include Kentucky Fried Chicken, Benetton clothing stores and Pizza Hut. Both McDonald's and K-mart have announced future projects in t&t. Royalty payments related to a franchise agreement, which are payable to a non-resident franchisor, are subject to a rate of withholding tax that varies depending on double taxation treaty. Finding a partner: The GOTT encourages joint ventures between foreign and local corporations. Corporation partners in a joint venture are governed by a joint-venture "partnership" agreement. The US & Foreign Commercial Service at the US Embassy in Santo Domingo, Dominican Republic, in partnership with the economic/commercial section at the US Embassy in Port of Spain, Trinidad and Tobago, can help US exporters find agents and distributors through the following services: Agent Distributor Service (ADS): For US Firms seeking representation for their products and services. A search is conducted for suitable representatives and a report prepared listing firms that have read the literature and agreed to consider a business relationship. Fee: $250.00. Gold Key Service: Consists of a survey of potential representatives or customers based on the client's requirements; pre-arranged appointments with these prospects and a trade aid, generally contacted through the American Chamber of Commerce. Secretarial service is not available. Fee: $200.00 the first day and $125.00 each additional day. Requests for the above services must be channeled through the US & Foreign Commercial Service office in Santo Domingo. Steps to establishing an office: The current companies ordinance dates from 1950 and is based on the UK companies act of 1929. A draft of a new companies act is under consideration by parliament, but has not yet been enacted. Principal forms of limited liability companies in T&T are: company limited by shares company limited by guarantee The company may be either public or private. A private company must have at least two shareholders, but no more than fifty and must restrict the transfer of shares. The registrar of companies must approve the name of any proposed company. The name of a proposed company must include the word "limited." A memorandum and articles of association must be prepared and registered with the registrar of companies to obtain a certificate of incorporation. The memorandum of association (or, the articles of incorporation) must state all activities the company intends to pursue. The articles of association (bylaws) includes rules and regulations governing the company's operation and shareholders' rights. The form of articles may be a mixture of the following: majority shareholders with no provision being made for minority protection deadlock arrangements where the company's actions require unanimous agreement between the parties. In the event of disagreement, the parties may make arrangements for one party to buy out the other, or the company to be dissolved; minority shareholders who insist on some minority protection, usually a veto on certain key topics. This may be achieved by creating different classes of shares. Once registered, the company must: apply to the VAT (value added tax) office for a registration number for vat purposes (where applicable). apply to the Board of Inland Revenue for a corporation tax file number and an employer paye number. apply to the National Insurance Board for registration as an employer for national insurance purposes. All companies are required to submit an annual return for each financial year to the registrar of companies. Public companies must also submit audited financial statements. At least one general meeting every calendar year is required to discuss: the annual financial statements of the company. the appointment of directors and auditors. Selling Factors/Techniques: Virtually identical with the United States. Sales Service/Customer Support: Trinidad & Tobago's customs require a level of service and support much like that provided in the US. Without such support, sales would, no doubt, take place, but in Trinidad's small community, a business lacking in service and support would not last long. Pricing product: Businesses are generally free to price products at whatever price meets their marketing objectives. Only prices of flour, rice, sugar, school books and some pharmaceuticals are controlled by the government. Sales service/Customer support: There are no regulations governing sales service or customer support, but all companies doing business in Trinidad and Tobago are required to have registered in the country an agent or representative (may be a lawyer) who can be held liable for legal disputes. Government procurement practices: Government procurement practices are generally open and fair. The government and government-owned companies generally adhere to an open bidding process for procurement of products and services. US firms often win these bids. The government is not a party to the GATT government procurement code. Protecting your product from IPR infringement: US-Trinidad and Tobago negotiations on an Intellectual Property Rights (IPR) Agreement were completed on August 19, 1994. This is expected to be implemented before the end of 1994 and will, in most instances, provide IPR protection equivalent to US Protection. Current copyright protection is governed by the copyright act of 1985, which complies with the revised Berne and Universal Copyright conventions. A copyright is valid for a period of fifty years. The existing law on patent protection is the Patents and Designs Act, which establishes a registration system with no form of examination of patentable subject matter, novelty, inventive step, or industrial applicability. Patents are currently valid for a period of 14 years and may be extended before expiry for any period not exceeding seven years without limit. Trademarks can currently be registered for a period of 14 years, and renewed by application before the expiration of the registration for an unlimited number of 14 year periods. A trademark can be removed from the register if an interested party can show non-use for the previous 5 years. Advertising and trade promotion: Except for a law protecting trademark use, T&T has no laws or regulations governing advertising and other forms of trade promotion. Businesses in T&T use newspapers, radio, and television to advertise their products. Major newspapers: Trinidad Guardian Jones P. Madeira, Editor-in-Chief 22 - 24 St. Vincent St. Port of Spain Tel: (809)623-8871 Fax: (809)623-8871 ext. 5000 Daily Express Keith Smith, Editor 35 & 37 Independence Square Port of Spain Tel: (809)623-1711 Fax: (809)627-1451 Newsday Therese Mills, Editor-in-Chief Chacon House 19-21 Chacon St. Port of Spain Tel: (809)623-4929 Fax: (809)625-8362 Television stations: Trinidad and Tobago Television (TTT) Grenfell D. Kissoon, Managing Director Television House Maraval Road Port of Spain Tel: (809)622-4141 Fax: (809)622-0344 (Government owned) Caribbean Communications Network (CCN) Kenneth Gordon, CEO Independence Square Port of Spain Tel: (809)623-1711 (Owned by Trinidad Express Newspaper) Audio Visual Media (AVM) Dale Kolasingh, Managing Director Lady Young Road Morvant Tel: (809)674-1333 Fax: (809)638-3883 (Owned by Dale Kolasingh) Radio stations: Eight radio stations, in addition to the government-owned National Broadcasting Service (NBS), which carries advertising, operate in T&T. Some are formatted to attract specific ethnic, or age groups. Need for a Local Attorney: A local attorney is recommended in setting up business arrangements. The following list of law firms practicing in Trinidad and Tobago is arranged alphabetically. The order in which they appear has no other significance. The US Embassy assumes no responsibility for the professional ability or integrity of the firms that appear on the following list. All are considered, however, to be of good repute. All are Trinidadian. There are no United States citizens currently known by the embassy to be practicing law in Trinidad and Tobago. 1. Messrs. Desmond Allum and Gregory Delzin Trinity Chambers, 98 Duke street, First Floor, Port of Spain, Trinidad. Criminal cases, adoptions, child custody, civil damages, collections, corporations, foreign claims, labor relations, marketing agreements, estates, government relations, marriage/divorce, taxes, aeronautical/maritime, banking/financial, contracts, narcotics, labor relations, insurance, patents/trademarks/copyrights, and theft/fraud/embezzlement. Language: English, Spanish and French. 2. De Nobriga, Inniss and Company 90 Edward Street, Port of Spain, Trinidad. Tel: (809) 623-4802; fax: (809) 625-0329 Corporate law, taxes, claims, labor relations, marketing agreements, and government relations. Language: English 3. Fitzwilliam, Stone, Furness-Smith and Morgan 36 Pembroke Street, Port of Spain, Trinidad Tel: (809) 623-1618/9; 2425/6; 0606. Fax: (809) 623-0605; 6524 General practice, corporation and tax matters, estates and trade disputes, and collection cases for regular clients resident in Trinidad and Tobago. Also handles civil damages, taxes, aeronautical/maritime, banking/financial, contracts, and foreign claims. Language: English. 4. Gift & Company 1 Bacolet Street, Scarborough, Tobago Tel: (809) 639-3187; 639-2212. (809) 639-3761 (res) Criminal cases, adoptions, child custody, civil damages, estates, marriage/divorce, narcotics, theft/fraud/embezzlement, patents/trademarks/copyrights, government relations, aeronautical/maritime, foreign claims, foreign investments, and insurance. Language: English. 5. Hamel-smith & Company 19 St. Vincent Street, Port of Spain, Trinidad. Tel: (809) 623-4237/9 Company law and general practice, international loan agreements, estate cases and trade disputes, civil litigation, admiralty, probate and corporation law, narcotic cases, banking/financial, contracts, patents/trademarks/copyrights, collections, and foreign claims. Languages: English and German. 6. Hobsons 13-17 Keate Street, San Fernando, Trinidad. Tel: (809) 652-3801/3; 4086 International business law, corporation law, litigation, labor disputes, industry, estates, tax law, international financing, international industry, collection and estate cases, trade disputes, conveyancing, criminal law, adoptions, child custody, narcotics, foreign claims, theft/fraud/embezzlement, and labor relations. Notary public. Languages: English, Spanish and French. 7. T.M. Kelshall & Company 11 St. Vincent Street, Port of Spain, Trinidad. Tel: 623-4218/9 General practice, conveyancing, commercial law, and company law. Collection cases handled on percentage basis. Language: English. 8. Maharaj, Ramesh Lawrence and Company Liberty House, 8 Irving Street (north) San Fernando, Trinidad Tel: (809) 652-2185; 652-4504; Fax: (809) 652-2541 Adoptions, child custody, estates, government relations, taxes, foreign claims and investments, theft/fraud/embezzlement, patents/trademarks/copyrights, narcotics, and criminal cases. Language: English. 9. Montano & Co. 126 Edward Street, Port of Spain, Trinidad. W.I. Tel: (809) 624-8088; Fax: (809) 627-7897 Specializes in commercial matters and litigation. 10. Pollonais & Blanc Post Office Box 350, 62 Sackville Street, Port of Spain, Trinidad Tel: (809) 623-8505; 623-5461/2/3; 625-4459 Fax: (809) 625-8415 Conveyancing, probate and litigation taxes, labor relations, trade disputes, commercial law, company formations, adoptions, child custody, marriage/divorce, corporations, insurance, foreign claims and investments, joint ventures, collection and estate cases. Notary public. Languages: English, French and Spanish. 11. J.D. Sellier & Company Post Office Box 116, 129-131 Abercromby Street, Port of Spain, Trinidad Telephones: (809) 623-4283-7; Fax: (809) 625-2984 Telex: 22298 selco wg; Cable address: "Tagus" Trinidad Corporate and commercial law, general practice, civil damages, aeronautical/maritime, banking/financial, marketing agreements, mining/petroleum, trademarks/patents/copyrights, civil litigation, marriage/divorce, collections, foreign claims, insurance, aeronautical/maritime, and contracts. Notary public. Language: English.