YEAR-END BULLETIN: WHAT TO EXPECT FOR 2026

As we approach the end of 2025, significant changes are on the horizon for Suriname in 2026. With the election of Jennifer Geerlings-Simons as the first female President, the focus shifts to enhancing tax collection rather than introducing new taxes. The newly established Ministry of Oil, Gas and Environment aims to oversee the burgeoning oil industry, while the Local Content Law promises to create job opportunities for Surinamese citizens. Additionally, the New Civil Code introduces crucial amendments affecting businesses and labor regulations. Discover how these developments will impact you and your organization in the coming year!

As we approach the end of 2025, it is time to prepare for what lies ahead. In this Year-End Bulletin, we outline several important tax & legal developments that may affect entities and individuals in Suriname including key changes in 2025 and those anticipated for 2026.

NEW GOVERNMENT AND MINISTERIAL STRUCTURE

With the 2025 elections concluded, Jennifer Geerlings-Simons has been elected as the first female President of Suriname. In her address to Parliament last September, the President announced that no new types of taxes would be introduced. According to her remarks, the focus will instead be on improving the collection of existing taxes.

On October 23, 2025, the Government of Suriname issued State Decree S.B. 2025 no. 124, establishing a new ministerial structure. A key change is that oil & gas as natural resources are now separated from the Ministry of Natural resources and placed under the newly created Ministry, namely the Ministry of Oil, Gas and Environment, which will now oversee all matters related to Suriname’s emerging oil industry.

LOCAL CONTENT LAW

The year 2026 promises to be one of significant economic activity. With first oil expected in 2028, Suriname has begun preparing on multiple fronts. A key focus is on local content, which plays a critical role in creating employment opportunities, developing local expertise, and ensuring that the benefits of the country’s natural resources are shared with Surinamese citizens.

To oversee these efforts, the Local Content Board Suriname has been established. This board will focus on designing a Local Content Law, aimed at fostering local participation in the oil and gas sector, supporting skills development, and promoting the growth of Surinamese businesses in the national supply chain.

NEW CIVIL CODE

The New Civil Code came into effect on May 1^st, 2025. Several amendments have been implemented with the New Civil Code. One of the important amendments made for businesses are set out in Book 2 of the New Civil Code and in the amended Trade Register Act. The amendments will reshape certain aspects of company formation and corporate governance in Suriname. These changes impact entrepreneurs, notaries, directors, and trustees and require updates to internal company processes.

Differences in LLC Legislation: Old vs. New Civil Code

Old Civil Code (1869):

LLC rules were outdated and based on the old Dutch Civil Code.
Less emphasis on transparency and record-keeping.
Bearer shares were allowed (abolished in 2016).
No clear provisions for modern corporate governance and compliance.

New Civil Code (effective May 1, 2025):

Book 2: Legal Entities governs incorporation, structure, and dissolution of LLc’s.
Mandatory bookkeeping: All legal entities, including LLc’s, must keep records for 10 years.
Bearer shares: Completely prohibited; all shares must be registered.
Articles of association: Must meet new requirements and be executed by a notary.
Formation: LLC’s only exists after registration with the Chamber of Commerce (KKF) and a notarial deed. Note that all shareholders must sign the deed of incorporation.
Corporate governance: Stricter rules on directors’ liability and transparency.

Key Differences: LLC versus Branch under the New Civil Code

Aspect

LLC

Branch Foreign Company

Legal Personality

Separate legal entity

No separate entity (extension of parent company)

Liability

Limited to LLC's assets

Parent company fully liable

Permission

A FEC permit may be required

No FEC permit required

Formation

Notarial deed + CoC registration + Tax Office

CoC + Tax Office registration

Governance

Board of directors under Surinamese law

Branch manager appointed by parent company

Capital Requirement

Minimum capital (as per law/statutes)

No separate capital requirement

Tax Treatment

Taxed as local entity

Taxed on Suriname-sourced income

Compliance

Must follow New Civil Code corporate rules

Flexibility

Suitable for long-term operations

Easier for short-term or limited activities

Compliance checklist and key changes:

Below we have outlined the key changes and provide a compliance checklist to help businesses prepare:

a) Mandatory mention of registration number (KKF number)

Under the new rules, the company’s registration number (KKF number) must appear on all formal business documents, including letters, orders, invoices, and quotations.
Responsibility: The person filing the initial registration (except the notary) must ensure compliance.

Purpose: Enhance transparency and allow third parties to easily verify company registration.

Recommended Steps

Review and update templates for all formal documents.
Implement controls to ensure the KKF number appears on all outgoing materials.

b) Integration of the Register of Foundations into the Commercial Register

Foundations will now be registered under the Commercial Register, with the previous Register of Foundations being discontinued.

Purpose: Consolidate records, improve accessibility and consistency.

Recommended Steps

If managing a foundation, verify that the registration is correctly transferred.
Review and update foundation records as needed.

c) Authorization of the Chamber of Commerce to update company data

The Chamber of Commerce and Industry may now update minor company data, such as addresses or spelling corrections, based on reliable internal information.
Companies will be notified of such changes and can submit corrections if needed.

Recommended Steps

Assign responsibility within the company to monitor notifications from the Chamber.
Establish an internal process to review and respond to any updates.

d) Joint responsibility for timely registration of new companies

Both notaries and company directors now share the legal duty to ensure that new companies are registered promptly in the Commercial Register. If the director completes the registration, the notary is released from this obligation (and vice versa).

Recommended Steps

Notaries and directors should coordinate to ensure timely registration.
Maintain clear internal records of who completed the registration and when.

e) Mandatory registration of trusts

Trusts are now subject to registration in the Commercial Register. The Chamber of Commerce and Industry will issue further guidelines on the process.

Recommended Steps

If managing a trust, monitor announcements and instructions from the Chamber.
Prepare required documentation in advance to ensure compliance once the registration process opens.

f) Expanded flexibility in share classes and nominal value

Companies may now issue multiple classes of shares, not just ordinary or preference, provided that the articles of association clearly define the associated rights and obligations.

The requirement to assign a nominal value to shares has been abolished.
Shares can optionally have a nominal value expressed in a foreign currency.

Recommended Steps

When forming an LLC, review options for flexible share structures.
Clearly document share rights in the articles of association.
Consider whether shares will be issued with or without nominal value, and in which currency.
Align company records and legal documents with the new flexibility.

LABOR LAW

With the implementation of the New Civil Code, several amendments have also been made to the Labor regulations of book 7. Employers should be aware that recent updates to labor regulations introduce new compliance requirements affecting workplace policies, contracts, and employee rights.

Amended notice period termination employment contract

The notice period for termination of the employment contract now starts at 2 weeks, while this was 1 month previously.

Also, in case of a termination where a dismissal permit is required and the dismissal permit is granted by the Dismissal Committee, the notice period to be taken into account by the employer will be deducted with the period wherein the dismissal permit is granted or is considered to be granted, provided that the remaining notice period amounts at least to one (1) month.

Unilateral amendment of the employment handbook

The employer can unilaterally amend the employment handbook. In case the employee notifies the employer that he/she does not agree with any changes regarding the employment handbook, this is considered as a termination of the employment ultimately on the day the amended/new employment handbook came into effect.

DIGITALIZATION TAX OFFICE

Following the digitalization of VAT and Wage Tax return filings, Income Tax returns for the year 2025 must also be submitted through the Tax Office’s online portal. Additionally, customs registration is now handled via the same portal. Please note that the portal is only available in Dutch.

The deadlines for filing income tax returns remain unchanged:

February 15: Deadline for submitting a request with the Tax Inspector to report a lower taxable income on the preliminary income tax return.
April 15: Deadline for filing the preliminary income tax return.
April 30: Deadline for filing the final income tax return for individuals.
June 30: Deadline for filing the final income tax return for entities.

PENALTIES LATE FILING / PAYMENT VAT

Starting from January 1^st, 2026, the tax authorities will impose penalties for late filing of a VAT return and/or late payment of the amount due, in accordance with Articles 37 and 38 of the VAT Act 2022. This also applies to an official assessment imposed for failure to submit a return. Pursuant to Articles 37 and 38, the penalty imposed cannot exceed SRD 10,000.

IMPLEMENTATION OF THE PAYROLL REGISTER (VERZAMELLOONSTAAT) IN THE ONLINE PORTAL

Starting December 2025, all payroll registers must be submitted through the Tax Authority’s online portal. This transition to digital filing is designed to streamline the payroll process and to create a more transparent and efficient system for both employers and the Tax Authority.

Key Requirements:

The CSV file that needs to be uploaded must follow the required format, and all the data must be accurate and complete.
The portal will automatically detect errors such as missing information, incorrect names or invalid dates. Any errors detected must be corrected before the submission can be completed.

Filing Periods:

Payroll Register 2024:
Submission window: December 1 – December 31, 2025
Payroll Register 2025:
Submission window: January 1 – January 31, 2026

Employer Guidance:

Employers are encouraged to prepare and verify their payroll data in advance to ensure a smooth and timely submission and to avoid delays caused by error notifications.

FONDS VOORZIENINGEN OUDERSCHAPSVERLOF (FUND FOR PARENTAL LEAVE)

The Family Labor Protection Act (S.B. 2019 no. 64) is a law that regulates maternity and paternity leave and provides protection for working parents.

In accordance with Article 12(4) of the Family Labor Protection Act, employers are required to remit 1% of each employee’s gross salary to the FVO Fund on a monthly basis. This monthly contribution is structured as follows:

0.5% withheld from the employee’s salary
0.5% contributed by the employer

It applies to all employees, including expats, working in Suriname under an employment contract, regardless of nationality.

The Labor Inspection monitors compliance with this registration obligation. Employers who fail to comply may be subject to penalties.

NEW TAX RATES / AMOUNTS

Overtime
New progressive tax rates for overtime effective July 2025:

0 – SRD 2,500	5%
SRD 2,500 – SRD 7,500	15%
Above SRD 7,500	25%

Vacation Allowance and Bonus
The tax-free amount for vacation allowances and bonuses has been increased to SRD 19,500, applied retroactively to January 2025.

Personal Income Tax
The maximum mortgage interest deduction has been increased to SRD 871,500, applied retroactively to January 2025 for income tax purposes.

If you have questions or concerns regarding any of the above-mentioned points, please do not hesitate to contact us.

Contact

KGL Tax & Legal N.V.

Kwattaweg 51, 2^nd floor

Paramaribo, Suriname

Tel. +597 471569 / +597 8608145

info@kgltaxlegal.com

www.kgltaxlegal.com

The information contained in this publication is of a general nature and does not relate to the specific circumstances of a particular individual or a particular entity. Although the greatest possible care has been taken in the preparation of this publication, we cannot guarantee that the information contained therein on the date of receipt is correct and complete or that it will remain so in the future. Based on this information, no action should be taken without adequate professional advice after a thorough investigation of the specific applicable situation.

YEAR-END BULLETIN: WHAT TO EXPECT FOR 2026

NEW GOVERNMENT AND MINISTERIAL STRUCTURE

LOCAL CONTENT LAW

NEW CIVIL CODE

Differences in LLC Legislation: Old vs. New Civil Code

Old Civil Code (1869):

New Civil Code (effective May 1, 2025):

Key Differences: LLC versus Branch under the New Civil Code

Aspect

LLC

Branch Foreign Company

Compliance checklist and key changes:

a) Mandatory mention of registration number (KKF number)

b) Integration of the Register of Foundations into the Commercial Register

c) Authorization of the Chamber of Commerce to update company data

d) Joint responsibility for timely registration of new companies

e) Mandatory registration of trusts

f) Expanded flexibility in share classes and nominal value

LABOR LAW

DIGITALIZATION TAX OFFICE

PENALTIES LATE FILING / PAYMENT VAT

IMPLEMENTATION OF THE PAYROLL REGISTER (VERZAMELLOONSTAAT) IN THE ONLINE PORTAL

FONDS VOORZIENINGEN OUDERSCHAPSVERLOF (FUND FOR PARENTAL LEAVE)

NEW TAX RATES / AMOUNTS

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