The Turks and Caicos Islands (TCI) is a British Overseas Territory, and its laws are largely influenced by English law. The TCI has a common law system with its sources of law, namely the Constitution of the TCI, primary legislation in the form of Acts passed by the House of Parliament, secondary legislation in the form of regulations, orders, and statutory instruments, and case law.

The judicial structure of the TCI comprises three court levels, namely the Magistrate’s Court, the Supreme Court, and the Court of Appeal. Other specialist courts include the Labour Tribunal and the Coroner’s Court, which have jurisdiction over specific areas of law. The final court of appeal for the TCI is the Privy Council in London.

For businesses operating in the TCI, the Business Licensing Act (Cap 17.02) and Business Licensing Regulations govern the issuance of licences to carry on business. Any other legislation and regulatory body responsible for governing and regulating a business will depend on the legal structure and the category/sector of the business. General pieces of legislation that businesses should bear in mind are the Employment Act, which establishes the laws and rules pertaining to employing and remunerating staff, the Immigration Act as it relates to the process of obtaining work permits where necessary, and the National Insurance Act and National Health Insurance Act, which relate to the mandatory payment of insurance and health insurance for employed persons in the TCI.

While there is no legislation which restricts foreign direct investment (FDI), the statutory body, Invest Turks and Caicos (“Invest TC”), facilitates FDI by advising on available TCI government concessions (which, if available, are usually granted following the entry into of a Development Agreement pursuant to which a Development Order would be granted), and the entering into of Immigration Protocol Documents (to streamline the process of obtaining work permits for expatriate staff). In addition, where an investor is seeking TCI government concessions related to its proposed investment, Invest TC has a mandatory due diligence process for FDI, the aim of which is to ensure compliance with AML and KYC regulations, and the viability of the proposed investment/development. Depending on the nature of the proposed investment/development, the due diligence may require input from specific governmental departments or organisations. 

There are a number of business categories that have been designated as “reserved” and require majority Turks and Caicos Islander ownership under the Business Licensing Regulations (foreign investors may therefore only own up to 49% of a business in a designated reserved category). Reserved business categories include (among others) auto dealerships, real estate agencies, property management, and retail and wholesale businesses.

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 majority (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 company (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 circumstances of the transaction, the types of assets owned, the type of business being conducted, taxation implications, 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 imposed on the sale of such company shares (currently 8%) is lower than the stamp duty payable on the purchase of property (10% for any property valued at USD500,000 or more).

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 Climate.

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 governed by the Partnership Act, Limited Partnership Act, Companies and Limited Partnership (Economic Substance) 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 daily 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 incorporation. The company’s articles of incorporation may also reserve additional decisions to shareholders.

There are no corporate governance requirements for publicly traded companies in the TCI.

There are limited statutory protections for minority shareholders in the TCI Companies Act and, as a result, it is common for minority shareholder protections to be contained in a company’s articles of incorporation, or a shareholders’ agreement.

Shareholders with at least 30% (or a lower percentage, if permitted by the articles of incorporation) of voting rights in a company can require the directors of the company to call a general meeting (in default of which, those shareholders can call a general meeting).

Company directors have a duty to act in the company’s best interests, which, by extension, would benefit all shareholders/investors. If a director breaches its duty or a shareholder has been prejudiced or oppressed by the director’s actions, the shareholder/investor has the right under the Companies Act to take enforcement action against the director. Enforcement action can include bringing claims personally (as a member of the company) for breaches against that member or obtaining leave from the court to bring a claim on behalf of the company (a derivative claim).

Finally, the Companies Act grants minority dissenting shareholders the right to have their shares purchased by the company for fair value following certain specified actions being taken by the company, including merging and consolidating.

There are ongoing obligations to update at the company’s registry (i) the register of members of a company on a transfer of shares, (iii) changes in the directors of a company, and (iii) a company’s beneficial ownership register on a change of beneficial ownership. A beneficial owner is a person who holds more than 25% of shares in a company or is entitled to more than 25% of voting rights in a company.

Where a Development Agreement has been entered into, the investor will be subject to annual financial disclosure obligations to the TCI government, and to comply with change of control provisions in the development agreement (where the obligation can range from merely giving notice of a change of control, or obtaining the TCI government’s prior written consent to any such change of control).

As stated in 3.1 Transaction Structures, there is no stock exchange in the TCI.  While mutual funds are capable of being registered, recognised and/or licensed under the TCI Mutual Funds Act, the most common form of financing in the TCI is debt financing via commercial banks and/or private lenders.

As there is no stock exchange in the TCI, there are no related securities laws and regulations.

Foreign investors structured as investment funds are not subject to additional regulatory reviews in the TCI which exceed the general due diligence process that Invest TC will undertake in relation to the FDI.

There is currently no merger control regime in the TCI.

This is not applicable in the TCI.

This is not applicable in the TCI.

This is not applicable in the TCI.

The TCI does not have a foreign investment/national security review regime, but note the comments in 1.2 Regulatory Framework for FDI regarding Invest TC’s due diligence process.

This is not applicable in the TCI.

This is not applicable in the TCI.

This is not applicable in the TCI.

Since the TCI is a British Overseas Territory, UN and UK sanctions automatically extend to this jurisdiction, including sanctions imposed on Russia, Syria and Libya.

There are no exchange control regulations in place in the TCI to control the buying, selling or dealing in gold, foreign currency, securities or foreign exchange.

While there are no restrictions on foreign individuals purchasing TCI real estate, if the property is being purchased by an entity, it must be a TCI-registered entity.

As stated in 1.2 Regulatory Framework for FDI, the Business Licensing Regulations reserve certain business categories for majority Turks and Caicos Islander ownership. At the moment, a reserved business must be at least 51% Turks and Caicos Islander-owned.

All companies are subject to a USD350 annual fee, which is paid into the Companies Registry.

All businesses must also pay annual business licensing fees ranging from USD150 to USD7,500 depending on the type of business, and the category of business licence that it holds.

Otherwise, there is no corporate or income tax regime in the TCI.

Stamp duty is paid on the transfer of land and the grant of a new lease, and share transfer duty is payable on the transfer of shares in a landholding company.

Stamp duty is payable on a sliding scale (depending on the value of the transaction and the location of the relevant land and/or buildings), with rates ranging from 5% to 10%.

Share transfer duty is payable at 8% of the proportion of the company’s fair market land value that is represented by the shares transferred.

There is no withholding tax in the TCI.

There are no taxes imposed on companies in the TCI. However, when buying high-value real estate, it is typically preferred for these properties to be held and transferred by companies (via a share sale and purchase) rather than by individuals or by a corporate asset sale and purchase. This is to benefit from the lower share transfer duty rate of 8% imposed on a transfer of shares in landholding companies, compared to the 10% stamp duty imposed on the transfer of property valued at over USD500,000 on the island of Providenciales.

There is no capital gains tax in the TCI.

As the TCI does not have any corporate income tax, capital gains tax, or wealth tax, there are no special anti-avoidance rules on certain types of FDI, nor are there any transfer pricing rules, or any “anti-hybrid” rules governing cross-border investments and other relevant regimes designed to deter tax evasion.

The Employment Act governs the employment of all workers in the TCI and sets out requirements for employment contracts, minimum wage, holiday, sick leave, notice periods and dismissal. Employment contracts may grant more favourable terms than the Employment Act requires. Where an employee is unfairly dismissed, the Employment Act provides remedies that can be sought by the employee.

Most employment disputes are heard by the TCI Labour Tribunal, which is a statutory body governed by the Employment Act. The Labour Tribunal is the primary venue for the majority of employment disputes. In certain circumstances (for example, claims that are excluded from the Labour Tribunal’s jurisdiction, enforcement of the Labour Tribunal’s awards, or appeals on points of law), employment cases are heard by the TCI Supreme Court.

As statedin 1.1 Legal System, other legislation that relates to employment are the National Insurance Act, the National Health Insurance Act, and the Immigration Act.

The Immigration Act requires all foreign workers to obtain a TCI work permit in order to engage in gainful occupation. For short-term commercial activities, a temporary work permit can be obtained.

Labour unions are not common in the TCI.

The most common form of employee compensation in TCI is a salary, with the current minimum wage being USDD8.00 per hour for all employees except those in the security, manufacturing, construction, banking, financial services and insurance sectors, for whom the minimum wage is USD9.00 per hour. Some employers offer additional incentives such as share schemes, and allowances for cars, housing and mobile phones, health insurance and pension schemes.

All employers must make national insurance and national health insurance payments on behalf of employees. The national insurance contribution payable is 6.5% for employers and 5.5% for employees payable on up to a maximum of USD4,000 of monthly salary. The national health insurance contribution payable is 4.6% for employers and 3.4% for employees payable on up to a maximum of USD7,800 of monthly salary. Annually, a TCI employee is entitled to 12 paid sick days, and two weeks paid holiday.

On an acquisition or other investment transaction in the TCI, employee compensation, and the cost to the purchaser/investor of terminating the employment of any employee would be reviewed as part of the due diligence process of the transaction.  If a termination is to occur, the provisions of the Employment Act regulating termination (including information to be provided to an employee) and employee compensation (including severance pay based on the number of years worked) have to be complied with.

In the event of an acquisition, change of control or other investment transaction in the TCI, there is no TCI legislation that provides employees with a mandatory right to transfer their employment with an acquired business, or trade union/collective bargaining requirements that need to be complied with.

Employees have a right to not be unfairly dismissed. Any dismissal falling foul of the required/fair process may be challenged by an employee in the Labour Tribunal. If successful, an employee would be entitled to certain remedies, including damages from the employer.

Pursuant to the Companies Act, no claim, debt, liability or obligation of a company is released or impaired by a merger or consolidation. Therefore, merged or consolidated companies continue to be bound by obligations under existing employment contracts.

The TCI does not have a foreign investment review regime and there are no restrictions on foreign ownership of intellectual property (IP) in the TCI.

Intellectual property is not an important aspect of screening FDI in the TCI.

There are no particular sectors that are subject to additional rules or limitations.

The TCI is considered to have strong intellectual property protections in accordance with international treaties. The main IP rights in the TCI are trade marks, patents and copyright.

Trade Marks

Trade marks are registrable rights. The TCI Trade Marks Act provides requirements and limitations for registration of trade marks. Marks that have no distinctive character, are a result of necessity, are contrary to public policy or accepted principles of morality, and are of such nature as to deceive the public, are not registrable. Marks consisting of certain protected emblems, including national flags, coats of arms or insignia of Royalty, are also not registrable unless they are accompanied by the appropriate consent.

Once registered, TCI trade marks are valid for ten years and renewable for additional ten-year periods.

Patents

Patents are registrable and are governed by the Patents Act. United Kingdom- and European-registered patents can be registered in the TCI under the TCI Patents Act and said registration would operate as an extension of the original protection.

While the Patents Act provides protection from third-party use of the registered invention, this prohibition does not apply to Crown use of patented inventions. The TCI government, any public officer, and any person authorised in writing by the Governor may use any patented invention for the services of the Crown. For this purpose, patented inventions include patents registered in the UK. Use of patented inventions by the Crown/Crown officers may be made free of any royalty or other payment being owed to the person otherwise entitled.

Copyrights

Copyrights are not registrable and subsist upon creation of the work. The TCI does not have encoded copyright legislation.

TCI has no data protection or data privacy laws or regulations in place.