Definition of final beneficial owner. Law No. 1035 defines the final beneficiary as the natural person who directs company operations, and who has either direct ownership or control, or directs them through a chain of ownership or other means of control. The final beneficiary must be successively identified by following the chain of ownership until reaching the natural person who exercises control.

The law applies to all commercial companies in Nicaragua whether their ownership is foreign or national.

Registration requirements for companies formed before Law No. 1035. The schedule for the registration of commercial companies before Law No. 1035 and its regulations enters into force is as follows:

Registration requirements for companies formed after Law No. 1035. Companies formed after Law No. 1035 entered into force must identify the final beneficial owner in their deed of incorporation and when they are registered provide documents proving the chain of ownership.

Additional requirements for companies owned by foreign legal entities. When the directors of a company are foreign legal entities they must also submit apostilled copies to the registry of the following documents:

The registry's obligations. The registry must ensure the integrity, confidentiality, traceability, and security of the data it holds in accordance with generally accepted international standards in data management and protection.

Access to the registry. Only the company itself (through the person named for this purpose), the competent authorities, and pertinent institutions will have access to the information.

Updates to the registry. Companies must keep their final beneficiary information up to date, at the times established in the regulations. They must register changes:

Penalties for not registering. Companies that are not registered, in addition to the administrative sanctions established by the regulations, for example fines, cannot:

A Nicaraguan national.

A foreign national residing in Nicaragua.

Article 21 of Law No. 977 prohibits the issuance of shares and certificates of bearer shares, and the conversion of registered shares to bearer shares, with the purpose of controlling the structure of public limited companies. Accordingly, public notaries are prevented from authorising public deeds of companies' incorporation with bearer shares and bearer certificates.

Foreign individuals, whether natural or legal, cannot in fact or in law, acquire real estate in the border security area under any title and grants concessions because of social or public interest (Law No. 749, Law Regime Border law, published in the Official Gazette No. 244 of December 13, 2010 and its regulations Decree 06-2011). The law goes further and prohibits national companies with registered shares from registering or transferring their shares to foreign investors. This is to guarantee that a company cannot be used as a vehicle for a foreign investor to purchase a property within the border security area.

Exports.

Free zones.

Foreign investments.

Exploration and exploitation of hydrocarbons and geothermic resources.

Fishing.

Coffee.

Energy.

Tourism.

Corporations (sociedades anónimas), which comprise capital divided and incorporated into shares.

Limited liability companies (LLC) (sociedades colectivas de responsabilidad limitada), which are formed by partners whose capital in the company is in the form of a participation or contribution (as opposed to shares in corporations).

Branches of foreign entities (branch) (sucursales de entidades extranjeras), which are established as branches of foreign parent companies.

Mercantile Registry (www.registropublico.gob.ni).

Municipal Authority of Managua.

Tax Authority.

Tax Authority: the following must be provided online:

Municipal Authorities: the following must be provided:

Tax returns and payments are made directly at the Municipal Authority's Headquarters.

Failure to execute the corporation's administrative mandate.

Breach of the corporation's bye-laws.

Breach of the law.

Participating in the decision-making process or in agreements which are in their interest but are harmful to the corporation.

Consenting to agreements in breach of the corporation's bye-laws or the law, which are harmful to the corporation or the public.

The consumers have a claim related to goods.

The Nicaraguan distributor's parent company is the company in charge of the production or manufacture, distribution, or commercialisation of those goods in Nicaragua. In this case the parent company, and the Nicaraguan distributor, would be suppliers for the purpose of Law No. 842.

Fieldwork.

Housekeeping work.

Temporary or occasional work that does not exceed ten days' duration.

Date and place of the agreement.

Identity and domicile of the parties.

Description of the work and the place of performance.

The duration of work (for the day, and for the week).

Whether the work is completed in the daytime or the nighttime (or a mixture of the two).

Whether it is a fixed-term or indefinite period agreement.

Compensation payable, and the form and place of payment.

Signatures of the parties.

The right of employees to earn no less than the minimum wage.

The right to labour benefits, for example, severance, vacations, 13th month payment, and any additional benefits granted by employers to employees deemed as acquired labour rights under the applicable law.

Birth and health certificates.

Criminal record.

Passport (with no less than six months' validity).

Labour contract, for review and approval.

Commits a serious offence endangering life and/or the physical integrity of the employer or their co-workers.

Violates the terms of the employment contract.

Makes a slanderous expression against the employer, which either discredits the company, or causes economic damage.

Justified dismissals must be approved by the Labour Ministry prior to the dismissal being made.

Made in infringement of Labour Code prohibitions.

A restriction of the employee´s rights.

A reprisal against the employee for a claimed labour right.

They spend more than 180 days in Nicaragua in a tax year (the 180 days does not have to be taken continuously).

The individual's centre of economic interest is within Nicaragua.

They are members of a Nicaraguan diplomatic mission or consular post.

They hold a government post or other official position in Nicaragua.

From NIO0.01 to NIO100,000: 0.

From NIO100,000.01 to NIO200,000: 15%.

From NIO200,000.01 to NIO350,000: 20% (plus NIO15,000).

From NIO350,000.01 to NIO500,000: 25% (plus NIO45,000).

NIO500,000.01 and above: 30% (plus NIO82,500).

Individuals staying in the country for more than 180 days (the 180 days do not have to be continuous).

Individuals with their main economic interest in the country.

Foreign residents.

Trusts or any other vehicle incorporated in Nicaragua, or foreign entities with a permanent establishment in Nicaragua.

A fixed rate of income tax, charged at 30% on income earned in Nicaragua, which is paid by means of monthly tax returns.

A monthly payment of 1% of gross income from their economic activities, payable to the municipal authorities.

From NIO0.01 to NIO100,000: 10%.

From NIO100,00.01 to NIO200,000: 15%.

From NIO200,000.01 to NIO350,00: 20%.

From NIO350,000.01 to NIO500,000: 25%.

Over NIO500,00.01: 30%.

10% withholding when paid to residents.

15% withholding when paid to non-residents.

10% when paid to residents.

15% when paid to non-residents.

10% when paid to residents.

15% when paid to non-residents.

10% when paid to residents.

15% when paid to non-residents.

Import tax, which varies depending on the imported good.

Excise tax, which also varies depending on the imported good.

VAT fixed at a rate of 15%.

Limiting or restricting competition.

Preventing access to, or eliminating from the market, any economic agent.

Covenants and agreements to fix, increase, concert, or manipulate prices, or other sale or purchase conditions of goods or services in any way, which are offered or demanded in markets, or exchange of information with the same object or effect.

Covenants and agreements to divide, distribute, designate, or proportion or segment an actual or potential market of goods and services, by means of clients, sellers, suppliers, by kind of sold products, times of sale, and determined or determinable spaces, or by any other means.

Covenants and agreements to eliminate other entities from the market, or limit access to the market by other entities, purchasers, or sellers of determined products.

Covenants and agreements to fix or limit production amounts, establishing an obligation to produce, process, distribute, or commercialise only a restricted or limited amount of goods, or restricting the volume or frequency of services.

Establishing, agreeing, or co-ordinating bid fixing, restraining, or limiting prices in auctions or in any other bidding form (with the exception of an offer filed jointly by economic agents which is clearly identified as such in the document filed by bidders).

The alleged responsible party for the practice has a dominant position in the relevant market.

The practice is related to goods or services corresponding or related to the relevant market.

The practice prevents, limits access to, or removes competitors from the market and, in any event, causes harm to the interests of consumers.

Any unjustified agreement for the exclusive distribution of goods or services between non-competitor economic agents, wholesale suppliers, or distributors of one product only to sell those goods or services under the condition that retail purchasers do not buy or distribute competitor products.

Imposing prices and/or other conditions which distributors or retailers must observe when supplying goods or services to buyers.

Selling goods on the condition that the buyer acquires other goods or services or providing services on the condition that the buyer acquires other goods or services.

Selling or buying goods on the condition that the goods or services of a third party are not used.

Refusing to sell to, supply, or purchase from a specific economic agent, where those goods or services would ordinarily be available to sell, supply, or purchase and there are no alternative suppliers operating in the relevant market.

Applying unequal conditions for equivalent performance, resulting in some competitors being placed at a disadvantage compared to others.

Any agreement among several economic agents to put pressure on clients or suppliers with the purpose of dissuading them from certain conduct or obligating them to act in a specific manner.

Using any form of predatory practices.

Imposing (directly or indirectly) prices or other conditions of sale or purchase on goods or services or exchanging information in order to create the same effect.

Imposing limitations or restrictions on the production, processing, distribution, and commercialisation of goods or services.

Impeding or obstructing the entry into the market, or the permanency, of other economic agents, or excluding them from the market.

When formerly independent economic agents embark on contracts, agreements, or treaties with the purpose of acquiring, consolidating, integrating, or combining their businesses so that they will no longer be independent entities.

When one or more economic agents who already control at least one other economic agent, acquire by any means the direct or indirect control of all, or a portion, of another economic agent, or agents.

Any other agreement or act which tacitly or legally transfers to an economic agent the assets of another or grants a right of control of another's business.

When as a result of the concentration, a market share equal to or greater than 25% in the relevant market is acquired or increased.

Where economic agents involved in the concentration have a combined income equal to or greater than 642,857 minimum salaries.

Acquired in cash, goods, and compensations coming from sales or profits derived from manufactured, produced, treated, or purchased goods.

Acquired in Nicaragua or abroad.

Acquired through the rendering of services, leasing, subleasing, works, compensated activities of any nature, earnings or profits produced from real estate properties, movable assets, or capital earnings, and any other income of any nature (before tax deductions).

Authorise the concentration, either partially or totally.

Conditionally authorise the concentration on certain requirements being met.

Order the concentration's reversal, either partially or totally.

Reject the concentration request.

Law No. 737 regulates the government's administrative contracting and establishes a set of sanctions for companies and public workers who offer or accept bribes or engage in corrupt practices. Companies that supply the government can be suspended from participating in public tenders for three years if they provide gifts or money, directly or through another person, to officials involved in an administrative contracting procedure (Article 105, Law No. 737).

Law No. 641 and Article 446 of the Criminal Code punishes the crime of bribery with a penalty of three to six years in prison and 300 to 500 fine-days.

Novelty.

Inventive activity.

Industrial application.

Patent of invention.

Utility model.

Industrial design.

Programme-carrying signals transmitted by satellite.

Layout designs for integrated circuits.

New varieties of plants.

Where the patent is a product:

Where the patent is a process:

The cessation of the acts that constitute infringement.

Compensation for harm and injury.

The withdrawal of the infringing goods from commercial channels and of the means and materials used mainly to commit the infringement.

The prohibition of the import or export of the infringing goods and of the means and materials used mainly to commit the infringement.

The necessary measures to prevent the infringement's continuation or repetition, including the destruction of the goods, means, and materials used mainly to commit the infringement.

A request that includes:

A reproduction of the mark in eight copies where the trade mark has a script, shape, or colour, or is a figurative, mixed, or three-dimensional mark (with or without colour). For sound marks, the stave and audio of the sound mark.

When relevant, the documents or authorisations required in Articles 7 and 8 of the Law of Trade Marks and Other Distinctive Signs (Law No. 380). These can be required if the mark includes a total or partial reproduction of a shield, flag, or other emblem, acronym, denomination, or abbreviation of the denomination of any state or international organisation. The applicant should be authorised to use it by the state or international organisation otherwise the application will be rejected.

A copy of the ID of the applicant or legal representative (if applicable).

A document proving legal representation (if applicable).

Receipt of payment of the prescribed fee.

Apply or place the trade mark on similar or identical goods for which the trade mark is registered, or on products related to services for which it is registered, or on containers, wrappers, packaging, or outfitting of those products. (Outfitting includes all the operations through which the product is packed and or labelled for its subsequent distribution and/or commercialisation, for example the packaging and labelling of products for export.)

Delete or modify the trade mark for commercial purposes after it has been applied or affixed to the products (or it has been applied on containers, wrappers, packaging, or outfitting of those products).

Manufacture labels, containers, wrappers, packaging, or other materials that reproduce or contain the trade mark and sell or store these materials.

Refill or reuse for commercial purposes containers, wrapping, or packaging bearing the trade mark.

Use in trade an identical or similar mark for products or services, when this use may cause confusion or a likelihood of association with the trade mark owner's products or services.

Use in trade an identical or similar mark to the trade mark for goods or services where this use could cause the trade mark holder unjust economic or commercial damage because of a dilution of the distinctive force or commercial or advertising value of brand, or a misappropriation of the brand or owner's prestige.

Publicly use an identical or similar mark, even for non-commercial purposes, where this use could weaken the distinctive force or commercial or advertising value of the trade mark or result in unfair exploitation of its prestige.

The cessation of the acts constituting the infringement.

Compensation for harm and injury.

The seizure or confiscation of infringing goods, including containers, packaging, labels, printed or advertising materials, or other materials resulting from the infringement.

The prohibition of the import or export of the infringing goods, including packaging, labels, printed or advertising materials, or other materials resulting from the infringement.

The destruction of all infringing goods.

The necessary measures to prevent the continuation or repetition of the infringement, including the destruction of the infringing goods, packaging, labels, printed or advertising materials or other materials resulting from the infringement.

The date of the first public disclosure of the design by the designer or their successor in title or by a third party who has obtained it by any legal means.

The filing date of the application for registration of the industrial design or, the filing date of the application claiming priority over that registration.

The cessation of the acts that constitute infringement.

Compensation for harm and injury.

The withdrawal from commercial channels of the infringing goods and of the means and materials used mainly to commit the infringement.

The prohibition of the import or export of the infringing goods and of the means and materials used mainly to commit the infringement.

The necessary measures to prevent the continuation or repetition of the infringement, including the destruction of the infringing goods, means and materials used mainly to commit the infringement.

The cessation of the acts that constitute the infringement.

Compensation for harm and injury.

The withdrawal from commercial channels of the infringing goods and of the means and materials used mainly to commit the infringement.

The prohibition of the import or export of the infringing goods and of the means and materials used mainly to commit the infringement.

The necessary measures to prevent the continuation or repetition of the infringement, including the destruction of the infringing goods, means and materials used mainly to commit the infringement.

Prohibition on carrying out the infringing acts, including, among others, prohibiting the illegal imported goods from entering commercial channels immediately after these goods are released from customs, or preventing their export.

Withdrawal from circulation of the illegal copies, or their destruction, or with the consent of the copyright holder, their donation for charitable purposes.

Seizure and destruction of the materials and tools used in the production, creation or marketing of the illegal goods (except in cases where they are donated for charitable purposes with the consent of the copyright holder). The destruction or donation for charitable purposes of the materials and equipment will take place without any compensation to the infringer. When considering requests for the destruction of equipment, the judicial authorities will take into consideration the seriousness of the infringement, and the interests of third parties, holders of real rights, holders of rights of possession, and holders of a contractual or guaranteed interest (among other things).

Seizure of any documentary proof relating to the infringement.

Foreign suppliers must pay compensation to their distributors in Nicaragua when they unilaterally terminate the contract.

A specific judicial procedure before the Nicaraguan courts to resolve any controversies in connection with these kinds of relationships.

All agreements entered into under Decree 13 should remain in effect and cannot be amended or invalidated (unless they are amended due to legal cause or by mutual agreement).

The relationship between the parties can be proved by any means established by law.

Disputed rights between the parties must be settled in a summary civil procedure before court, and contracts are subject to Nicaraguan law irrespective of any choice of law in the contract.

The nature, use, content, weight, and basic characteristics of the product to be sold or the service to be provided.

The date of manufacture or useful life of the goods or technology used.

The quality, quantity, properties, commercial or geographical origin, price, offer, or rate, guarantees, discounts, awards, recognitions (official or private), national or foreign distinctions, (the latter being medals, prizes, trophies, and diplomas among others), forms of payment of the goods.

Any other data on the products and services offered.

For the sale to be considered a promotion, it must be exceptional, temporary, and different from the usual offer of goods and services, otherwise, the term promotion must not be used in any advertisement (Article 27).

Promotions must clearly indicate their terms and duration, the number of goods or services offered, their characteristics, the time for claiming the prizes, or other information relevant to the consumer or user's decision to participate in them (Article 28).

If the promotion involves raffles, contests, exchanges, or any other regulated activity, it must be carried out in the presence of a lawyer and notary public, who will attest the results. The attestations must be sent, with their corresponding documentary backups, to the competent authority (Article 29).

Regulates food supplies, including those provided by donations and brigades.

Authorises medical devices, standards, protocols, and manuals.

Regulates ionizing radiation sources.

Authorises customs clearance of medicines.

The Ministry of Energy and Mines (Ministerio de Energía y Minas – Nicaragua).

The National Commission of Free Zones (Comisión Nacional de Zonas Francas).

The Export Procedures Center (CETREX), which is a public entity that provides services to the export sector.

The Ministry of Industry and Commerce Development (MIFIC).

The Directorate of Migration and Foreign People.

The Ministry of Labour (Mitrab).