 
### HAITI BUSINESS LAW & FINANCE

### A Guide For Non-Haitian Lawyers & NGOs

### Dennis Kelly, Esq., Senior Editor

Published by Quisqueya Legal Publishing at Smashwords

Copyright 2016 Quisqueya Legal Publishing

Quisqueya Legal Publishing  
Vladimir Laborde, President & CEO

Dennis Kelly, Esq., Senior Editor

Erin Kelly, Director of Publishing

### Haitibusinesslawfinance@gmail.com

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### HAITI BUSINESS LAW & FINANCE

### TABLE OF CONTENTS

Foreword

Editor's Note

Chapter 1: Introduction to Haiti

Chapter 2: The Constitution & Government of the Republic of Haiti

Chapter 3: Overview of Haitian Law

Chapter 4: Notaries & Notarial Instruments

Chapter 5: Entity Formation/Organization

Chapter 6: Contracts, Sales & Guarantees

Chapter 7: Negotiable Instruments

Chapter 8: Secured Transactions

Chapter 9: Rental

Chapter 10: Real Property & Mortgages

Chapter 11: Capital Sources

Chapter 12: Intellectual Property

Chapter 13: Taxes

Chapter 14: Customs

Chapter 15: Nationality & Immigration

Chapter 16: Rights & Obligations of Foreigners

Chapter 17: Foreign Investment & Investment Incentives

Chapter 18: Labor & Social Legislation

Chapter 19: Selected Licensing & Regulatory Regimes

Chapter 20: Public Lands, Forestry & Water Legislation

Chapter 21: Territorial Waters & Fishing Rights

Chapter 22: Bankruptcy & Insolvency

Chapter 23: Choice of Law

Chapter 24: Judicial Enforcement & Execution of Judgments

Chapter 25: Arbitration

Chapter 26: Economic Controls

Chapter 27: Expropriation

Chapter 28: Political Risk & Political Risk Insurance

Chapter 29: Foreign Government & Foreign Law Considerations

Chapter 30: Multilateral Institutions

Chapter 31: Civil Registers

Chapter 32: Marriage, Divorce and The Family

Chapter 33: Successions

Chapter 34: Domicile

Chapter 35: Prescription & Limitation Of Actions

Chapter 36: Personnel Health, Safety & Security

Endnotes

Bibliography

About the Author & Quisqueya Legal Publishing

Connect with Dennis Kelly

### Foreword

Since 2000, a new generation of Haitians has emerged and come into their own, fully aware of how the world works and committed to the proposition that Haiti can engage the world as a strong and self-sufficient people able to determine their own future.

Expressing a commitment to move Haiti "from Aid to Trade" by being "Committed, Competitive, and Close", in 2011, the Government of Haiti initiated what may be the first effort ever in Haiti's long and storied history to reach out and commercially integrate with the rest of the world, by communicating to the world that "Haiti is Open For Business". To the surprise of some, the world business community has responded very positively, having moved past ancient concerns about the implications of a black former slave colony nation in North America, and now recognizing that a strong and self-sufficient Haiti is not only right and just, but also good business.

This legal treatise proceeds from the recent developments mentioned above, in recognition that many business opportunities are emerging in Haiti, and that a "tipping point" in Haiti's economic history seems to have occurred.

This treatise is not intended to be a substitute for seeking the advice of qualified Haitian counsel. Rather, recognizing the extreme paucity of authoritative insight into Haitian law and the Haitian legal system, it is being published as a treatise on legal aspects of doing business in Haiti aimed at:

-Removing some of the "mystery" felt by non-Haitian lawyers and decision-makers about Haitian law, business and finance, and about investing in Haiti;

-Enabling non-Haitian lawyers and decision-makers to make better informed decisions about how to invest in and do business in Haiti; and

-In the process, enhancing Haiti's reputation and image as a place to invest and do business.

SPECIAL NOTE OF THANKS AND APPRECIATION

The Author and Quisqueya Legal Publishing wish to express a special note of thanks and appreciation for his help in bringing this book forward, and in all things legal in Haiti, to our Haitian lawyer and counselor, our mentor and friend, a brave lawyer, a meticulous and learned scholar, and a mighty warrior, Professeur Camille Fievre, Esq.

### Editor's Note

This document's goal is to provide non-Haitian lawyers, NGOs, foreign governments, courts and legal scholars with a single starting point for understanding the Haitian legal system and the Haitian law applicable to individual circumstances, especially in the business context and when read in consultation with a Haitian lawyer. More particularly, it is intended to provide a fairly comprehensive discussion, in one place, of the many different legal issues that may arise when an entity is doing business in Haiti or with Haitian firms. As such, it is not intended to be a substitute for seeking the advice of qualified Haitian counsel; rather, it should facilitate discussions between non-Haitian lawyers and decision-makers and their Haitian counsel, by helping the client be better informed about the legal risks and consequences of their decisions.

This book is based on a large variety of original and secondary sources that are widely and publicly available outside of Haiti: every effort has been made to properly state the law and attribute credit to the applicable source. We believe this book is entirely correct on almost everything, and very close to correct on everything else: however, the book does not address every ambiguity, and, despite a great deal of scholarly diligence, we anticipate that some of the Haitian laws cited are out-of-date and that some of the statements of law may not be correct today.

This conclusion underscores the need for this book: notwithstanding a great deal of scholarly effort in reviewing legal materials widely available outside Haiti, the lack of global access to an authoritative legal treatise on Haitian law makes it very difficult for anyone not a Haitian lawyer to make informed investment and business decisions about doing business in Haiti. This lack of authoritative information discourages foreign direct investment in Haiti, which Haiti and its people very definitely need to move into the 21st Century. While Haiti's Center to Facilitate Investments, the World Bank and others have done important and worthwhile work in attempting to provide better information, their work is neither sufficiently comprehensive, nor sufficiently focused on legal sources and details, to really address investors' needs for better information--hence, this book was written.

By definition, Haitian law will change over time, and changes, corrections and additions will be reflected in future updates. Reader feedback can contribute positively to this process. Accordingly, readers are encouraged to contact us with suggested corrections on statements of law, with supporting legal authority (where available), as well as questions, comments, and suggestions for additional research topics. Please contact us at Haitibusinesslawfinance@gmail.com.

PS: we are aware that some e-reading devices may not support links to PDF documents and, so, may not allow clicks to download PDF documents from hyperlinks in this ebook; if that happens, the reader may seek out and download cited PDF documents listed in this ebook by typing the hyperlink address in a browser on a PDF compatible device (e.g., PC, smartphone, or tablet).

### Chapter 1: Introduction to Haiti

**1.1 Introduction to Haiti**

Haiti is, after Cuba, the most populous Caribbean Nation. With a population of some 10,000,000, Haiti has a slightly smaller population than Cuba and a slightly larger population than the Dominican Republic. It is the second oldest Republic in the Western Hemisphere, after the United States, Jean Jacques Dessalines having proclaimed Haiti's independence on January 1, 1804.

Once the richest country in the Western Hemisphere, and as late as the 1960s known as the "Pearl of the Antilles" for its scenic tropical beauty, Haiti and its people have survived more than two centuries of colonial exploitation, anger and fear arising out of its roots as revolutionary slave colony, and lingering post-slavery racial animus that still plagues some in the United States and other developed countries.

Since 2000, a new generation of Haitians has emerged and come into their own, fully aware of how the world works and committed to the proposition that Haiti can work within the world as a strong and self-sufficient nation and people able to determine their own future.

Located approximately 50 miles east of Cuba and 750 miles south-east of Miami, Haiti occupies the western half of the island known as Hispanola, along with the Dominican Republic.

Haiti's Official Name is The Republic of Haïti. Its Capital is Port-au-Prince, which has a population exceeding 4,000,000, and other major cities include Cap-Haïtien, Gonaïves, Les Cayes, Jacmel and Hinche (see map). Haiti occupies an area of 10,714 square miles (or 27,750 km2), and has a tropical climate, with temperatures ranging from an average minimum of 20°C (63°F) to an average maximum of 34°C (94°F). Haiti's Hurricane Season lasts from June to October.

Haiti has two Official Languages: French and Haitian Creole. English is widely spoken in the business community, and Spanish is also spoken by many Haitians. Haiti keeps time using the Eastern Time Zone, and Government and commercial offices typically open for business between 8:00 a.m. and 9:00 a.m., and typically close for the day between 3:30 p.m. and 5:00 p.m.

Haiti has seven National Holidays annually, namely:

-Independence Day (01 January),

-Heroes Day (Founding Fathers Day) (02 January),

-Agriculture and Labor Day (01 May),

-Flag Day and University Day (18 May),

-Commemoration of the Battle of Vertieres Day, which is also Armed Forces Day (18 November),

-Christmas Day (25 December), and

-Boxing Day (26 December).

Haiti's currency is the Haitian Gourde (HTG), and U.S. Dollars are widely accepted as currency. Haiti's electrical standard is 110 V, 60 Cycles, with U.S. outlets, and standard U.S. 220 V is also used. Key investment sectors identified by the Government of Haiti are Agribusiness, Construction, Energy, Manufacturing, Telecommunications, and Tourism.

Haiti's Official Population is slightly more than 10,000,000, though informal estimates suggest that Haiti may have a population as large as 12,000,000. There is a large and vibrant Haitian Diaspora living abroad, estimated at approximately 2,000,000, which sends more than $2,000,000,000 per year in remittances to family and friends in Haiti—some 20% of Haiti's GDP.

1.2 Haiti's Economy

Haiti's free market, largely unregulated, economy enjoys among the lowest labor costs in the world and largely duty-free access to the U.S. and other major economies, as well as the benefits of membership, since July 2002, in CARICOM. Poverty, low levels of education for most of the population, corruption and vulnerability to natural disasters all represent serious impediments to Haiti's economic growth.

According to World Bank statistics, Haiti's per capita Gross National Income is approximately US$830, which makes it a "Low income" country, among the lowest in the world, and Haiti ranks Number 182 in the World Bank 2016 ease of doing business rankings. And, notwithstanding significant recent efforts and progress to improve transparency and negatively sanction corruption, Haiti ranks Number 158 in Transparency International's 2015 Corruption Perception Index.

Haiti imports more than 70% of market goods.

1.3 Haiti's Infrastructure

Haiti has two international airports:

-Toussaint Louverture International Airport in Port-au-Prince (PAP), and

-Hugo Chavez International Airport in Cap-Haïtien (CAP)

Haiti has four (4) domestic airports, which are located at:

-Jacmel

-Jérémie

-Les Cayes, and

-Port-de-Paix

Haiti is renovating its main international airports in Port-au-Prince and Cap Haitien. Cap Haitien's airport renovation is soon to be finalized: once completed, this airport will grant quick access to the CARACOL and CODEVI industrial parks located in the Free Trade Zone in the northeastern region. Major works are underway to bring these two airports to ICAO and TSA standards. Other airports throughout the country are also being renovated.

Haiti's airports are served by major air cargo service carriers, including FedEx, DHL, and UPS.

Haiti has some 1,700 kilometers of coastline. Haiti has seven main seaports, which are located at: Port-au-Prince, Cap-Haïtien, Gonaïves, Jacmel, Miragoâne, Saint-Marc, and Les Cayes. Three of these are International Ship and Port Facility Security-certified ports: Port-au-Prince, Cap Haitien, and St. Marc, renovations of which are underway. The country's main seaport is the Port of Port-au-Prince. Haiti's port fees are the highest in the Western Hemisphere.

Major shipping companies such as Maersk Sealand and NYK Logistics serve the Haitian market.

Haiti's national road network extends some 3,608 km and includes 950 km of primary roads, 1,315 km of departmental or secondary roads, and 1,343 km of tertiary or rural roads.

1.4 A Note on Haiti's Culture, and Its Implications for Haitian Law and Business

Haiti's culture is the product of many influences, among the most important of which are 18th Century French attitudes toward government and society, and other cultural influences reflected in the antecedents of Haiti's legal system, including the Napoleonic Civil Code and the Roman law, out of which the Civil Code was drawn.

While U.S. and European laws now routinely embrace 21st Century technologies like copy machines, scanners, digital documents and digital signatures, Haitian culture and Haitian laws are still driven by Napoleonic Civil Code and associated Roman law concepts. Those concepts are manifested by ancient methods of evidencing contracts, legal rights and civil acts, which still turn on specific formalities prescribed by a Code, other legislative act or administrative decree. Those formalities include requirements such as original handwritten documentation and notations, original physical signatures, physical presence and witnessing of acts, and the generation of multiple physical paper copies containing original signatures, that must be handled in a prescribed way.

While Haiti's Parliament has begun the process of considering how to move Haiti into the 21st Century on electronic signatures and biometric passports, ancient Haitian practices inherited long ago from the Napoleonic Civil Code are still very much in play, and some time will be required for them to be replaced by many practices now considered routine by U.S. and European lawyers.

### Chapter 2: The Constitution & Government of the Republic of Haiti

**2.1 Constitution of 1987 12**

Haiti's Constitution of 1987 was given at the Legislative Palace on March 10, 1987 and was amended in 2012. It consists of fifteen (15) Titles, as follows:

Preamble

TITLE I: THE REPUBLIC OF HAITI: ITS EMBLEM AND ITS SYMBOLS (First Article-Article 9-1)

CHAPTER I: The Republic of Haiti

CHAPTER II: Territory of the Haitian Republic

**TITLE II: HAITIAN NATIONALITY (Article 10-Article 15)** 15

TITLE III: BASIC RIGHTS AND DUTIES OF THE CITIZEN (Article 16-Article 52-3)

CHAPTER I: The Nature of the Citizenship

CHAPTER II: Basic Rights

SECTION A: Right to Life and Health

SECTION B: Individual Liberty

SECTION C: Freedom of Expression

SECTION D: Freedom of Conscience

SECTION E: Freedom of Assembly and Association

SECTION F: Education and Teaching

SECTION G: Freedom to Work

SECTION H: Property

SECTION I: Right to Information

SECTION J: Right to Security

CHAPTER III: Duties of the Citizen

TITLE IV: ALIENS (Article 53-Article 57)

TITLE V: NATIONAL SOVEREIGNTY (Article 58-Article 190)

CHAPTER I: Territorial Divisions and Decentralization

SECTION A: Communal Sections

SECTION B: Communes

SECTION C: Arrondissements

SECTION D: Departments

SECTION E: Delegates and Vice Delegates

SECTION F: Interdepartmental Council

CHAPTER II: The Legislative Branch

SECTION A: The House of Delegates

SECTION B: The Senate

SECTION C: The National Assembly

SECTION D: Exercise of Legislative Power

SECTION E: Incompatibilities

CHAPTER III: The Executive Branch

SECTION A: The President of the Republic

SECTION B: Duties of the President of the Republic

SECTION C: The Government

SECTION D: Powers of The Prime Minister

SECTION E: The Ministers and Secretaries of State

CHAPTER IV: The Judicial Branch

CHAPTER V: The High Court of Justice

TITLE VI: INDEPENDENT INSTITUTIONS (Article 190bis-Article 207-3)

CHAPTER: The Constitutional Council

CHAPTER I: The Permanent Electoral Council

CHAPTER II: The Superior Court of Auditors and Administrative Disputes

CHAPTER III: The Conciliation Commission

CHAPTER IV: Protection of Citizens

CHAPTER V: The University - The Academy - Culture

TITLE VII: PUBLIC FINANCE (Article 208-Article 233)

TITLE VIII: THE CIVIL SERVICE (Article 234-Article 244)

TITLE IX: [THE ENVIRONMENT, THE ECONOMY, AGRICULTURE] (Article 245-Article 258)

CHAPTER I: Economics and Agriculture

CHAPTER II: The Environment

TITLE X: THE FAMILY (Article 259-Article 262)

TITLE XI: THE ARMED FORCES AND THE POLICE FORCE (Article 263-Article 274)
CHAPTER I: The Armed Forces

CHAPTER II: The Police Forces

TITLE XII: GENERAL PROVISIONS (Article 275-Article 281-1)

TITLE XIII: AMENDMENTS TO THE CONSTITUTION (Article 282-Article 284-4)

TITLE XIV: TEMPORARY PROVISIONS (Article 285-Article 295-1)

TITLE XV: FINAL PROVISIONS (Article 296-Article 298)

-A Note on the Constitution's Establishment Provisions

The FIRST ARTICLE of Haiti's Constitution establishes The Republic of Haiti as "an indivisible, sovereign, independent, free, democratic and unified republic." The Constitution designates the city of Port-au-Prince as the capital and the seat of government.

ARTICLE 5 designates Creole and French as the official languages of the Republic, and ARTICLE 6 provides that the Haitian Gourde as the national monetary unit.

ARTICLE 8 of the Constitution provides that the territory of the Haitian Republic includes the "western part of the island of Haiti and the adjacent island of la Geneva, La Tortue, I'Ile à Vache, les Cayemittes, La Navase, La Grande Caye and the other islands of the Territorial Sea".

ARTICLE 9 provides for the division and subdivision of the Republic into Departments, Arrondissements, Communes, and Communal Sections.

-Constitutional Provisions Worthy of General Note

Among other Constitutional provisions, three provisions are particularly worthy of note:

-Haiti's Constitution provides that "No monopoly may be established to benefit the State and the territorial divisions except in the exclusive interest of society as a whole. Such a monopoly may not be granted to any private individual."

-Haiti's Constitution provides that "The cult of the personality is categorically forbidden. Effigies and names of living personages may not appear on the currency, stamps, seals, public buildings, streets or works of art."

-Haiti's Constitution was amended, effective 2012, to, among other things, legalize dual citizenship, and allow Haitians living abroad to own land and run for Haitian political office (except for offices of President, Prime Minister, Senator or Deputy). Other amendments provided for the establishment of a Constitutional Council to resolve disputes regarding the constitutionality of laws, regulations and administrative acts of the Executive Branch. In addition, other amendments recognized a quota for women of 30 percent of positions in the public sector and in political parties.

2.2 The Government of the Republic of Haiti—Overview

The Republic of Haiti is a Unitary Semi-Presidential government, under which Haiti's President and Prime Minister are both actively involved in the Government's administration.

ARTICLE 59 of the Constitution provides that "Citizens delegate the exercise of national sovereignty to three (3) branches of government:

1. The Legislative Branch;

2. The Executive Branch;

3. The Judicial Branch."

The principle of separation of the three (3) branches is embodied in the Constitution.

2.3 The Legislative Branch

Under the Constitution, the Republic's legislative power is vested in two (2) representative Houses, a House of Delegates and a Senate, together comprising the Legislature or Parliament. The Legislature enacts laws on all matters of public interest, and the Constitution provides rules governing the exercise of the Legislative Power.

-The House of Delegates

Haiti's Constitution, starting at ARTICLE 89, provides for the House of Delegates: its function, composition, and qualification and terms of Deputies.

Under Haiti's Constitution, the House of Delegates is "composed of members elected by direct suffrage by the citizens and is responsible for exercising, on their behalf and in concert with the Senate, the functions of the legislative branch." Each Municipal Authority constitutes an electoral district and elects one (1) to three (3) Deputies. "Deputies are elected for four (4) years and may be reelected an indefinite number of times", and the House of Delegates is "completely replaced every four (4) years."

In addition to other duties, "the House of Deputies has the duty of arraigning the Chief of State, the Prime Minister, the Ministers and the Secretaries of State before the High Court of Justice, by a majority of two-thirds (2/3) of this members."

Haiti's House of Delegates is composed of ninety-nine (99) Deputies.

-The Senate

Haiti's Constitution, starting at ARTICLE 94, provides for the Senate: its function, composition, and qualification and terms of Senators.

Under Haiti's Constitution, the Senate is "composed of members elected by direct suffrage of the citizens and charged with exercising on their behalf, in concert with the House of Deputies, the duties of the Legislative Branch."

"The number of Senators is set at three (3) per Department", and "Senators are elected for six (6) years and may be reelected an indefinite number of times." One-third (1/3) of the Senate is replaced every two (2) years.

In addition to other powers, the Senate proposes to the Executive Branch "the list of Supreme Court (Cour de Cassation) justices" and "Constitutes itself as a High Court of Justice" for prosecution of offenses by certain public officials. The Constitution prescribes the jurisdictional, organizational and procedural rules that apply when it constitutes itself as a High Court of Justice.

Haiti's Senate is composed of thirty (30) Senators, or three (3) per Department.

-The National Assembly

Under its Constitution, the meeting of Haiti's House of Delegates and its Senate as a single Assembly constitutes the National Assembly. The powers of the National Assembly are limited by the Constitution to certain extraordinary matters, including: To receive the oath of Haiti's President; To approve international treaties and conventions; To declare war or decide when a state of siege is to be declared; To order, with the Executive Branch, the suspension of Constitutional guarantees; and other specified powers.

Haiti's Constitution also provides rules for the National Assembly's officers and operation.

2.4 The Judicial Branch

Haiti's Judicial Power is vested in a Supreme Court (Cour de Cassation), the Courts of Appeal, the Courts of First Instance, and the Courts of Peace, and in certain special courts established by statute.

-The Supreme Court (Cour de Cassation)

Haiti's Supreme Court (Cour de Cassation) is Haiti's highest court and provides final appellate review for matters decided by the Courts of Appeal. In addition, the Supreme Court serves as Haiti's Superior Magistrate Council and as Haiti's Constitutional Court ruling on constitutional questions.

\- The Courts of Appeal

The Courts of Appeal are the appellate courts below the Supreme Court. There are five regional Courts of Appeal, located at Port-au-Prince, Cap-Haitien, Gonaïves, Les Cayes, and Hinche. A Presiding Judge president and two other judges sit on each Court of Appeal.

-The Courts of First Instance

At the trial court or court of original jurisdiction level are the Courts of First Instance. There are sixteen (16) Courts of First Instance that handle civil, commercial, or criminal matters. A single judge presides over each of the sixteen (16) Courts of First Instance, and a Public Prosecutor's Office is designated for each of these Courts. Each of the Courts of First Instance is supported by magistrates who preside over criminal investigations, issue formal charges and either send cases to the Criminal Court, the Division of Minor Offenses, or to the Civil Court, or issue a non-suit. Decisions of the Courts of First Instance may be appealed to the Courts of Appeal and then to the Supreme Court.

-The Justice of the Peace Courts (Courts of Peace)

Justices of the Peace preside over the Courts of Peace. The Courts of Peace have jurisdiction over small claims in civil, commercial, and criminal matters.

-Specialized Courts

The following three specialized courts have been established by statute: the Labor Courts, the Juvenile Court, and the Land Courts (which has been established to deal with registration of property rights in the Artibonite Valley).

In addition, the Constitution establishes the Superior Court of Auditors and Administrative Disputes as an independent and autonomous financial and administrative court, "responsible for administrative and jurisdictional control of Government receipts and expenditures, verification of the accounts of the Government enterprises and of the territorial divisions"; it "hears cases against the State and the territorial divisions, the Administration and Government officials, public services and citizens."

The decisions of the Labor Courts, the Land Court and the High Court of Accounts are only appealable to the Supreme Court.

-Judicial Appointments

Judges of the Supreme Court (Cour de Cassation) and the Courts of Appeal are both appointed for ten (10) year terms, and Judges of the Courts of First Instance are appointed for seven (7) year terms.

Judges of the Supreme Court are appointed by the President from a list of three (3) persons submitted by the Senate. Judges of the Courts of Appeal and Courts of First Instance are appointed from a list submitted by the Departmental Assembly concerned, and Justices of the Peace are appointed from a list submitted by the Communal Assemblies.

Judges of the Supreme Court, the Courts of Appeal and the Courts of First Instance are appointed for life. They may be removed only because of a "legally determined abuse of authority and suspended following an indictment leveled against them. They may not be reassigned without their consent, and their service may be terminated only in the event of a duly determined physical or mental incapacity."

-Court and Judicial Conduct

The Supreme Court does not try cases on their merits, but decides the case on the merits of the second appeal. It pronounces a decision in appeals from temporary restraining orders and certain other cases without remanding the case.

The Constitution declares the duties of a judge to be incompatible with any other salaried duties, except for education.

The Constitution mandates that court proceedings are public but may be closed in the interest of public order and good morals, at the decision of the Court. Sentences may not be delivered in closes session in cases of political offenses or offenses involving the press. All orders and judgments must state the grounds for the decision and must be handed down in a public hearing. The Constitution also articulates certain procedural premises for operation of the courts, and for disciplinary penalties against judges and officers of the Public Prosecutor's Office.

2.5 The Executive Branch

In the Executive Branch, the President of Haiti is the Head of State, elected directly by popular elections for a five-year term. The Prime Minister is appointed by the President and acts as the Head of Government.

-The President of the Republic

Under the Constitution, the President of the Republic is elected in direct universal suffrage by an absolute majority of votes, with a second election being held if necessary to obtain an absolute majority of votes.

The Constitution provides that President's term is five (5) years, beginning and ending on the February 7 following elections. Presidential elections are prescribes to be held on the last Sunday of November in the fifth year of the President's term. The President may not be re-elected but may serve an additional term only after a five (5) year interval and "may in no case run for a third term." Haiti's immediate past President, the Hon. Michel Martelly (the predecessor of Interim President Jocelerme Privert) was sworn into office on May 14, 2011, and he stepped down from that Office on February 7, 2016.

Under the Constitution, the President "shall see to the respect for and enforcement of the Constitution and the stability of its institutions" and "ensure the regular operations of the public authorities and the continuity of the State."

The Constitution provides that the President shall choose a Prime Minister from among the members of the majority party of the Parliament, in consultation with the President of the Senate and the President of the House of Delegates. The President's choice must be ratified by the Parliament.

Other duties of the President prescribed by the Constitution include: negotiating and signing all international treaties, conventions and agreements; accrediting ambassadors and special envoys to foreign powers; declaring war and signing peace treaties; appointing the Commander in Chief of the Armed Forces and of the Police; enforcement of judicial decisions; commute certain sentences and grant amnesty in certain cases; and other duties. The President promulgates enacted laws and signs international treaties and agreements and submits them to the Legislature for ratification. The President also presides over the Council of Ministers and enacts Presidential Decrees.

-The Prime Minister of the Republic

Under the Constitution, the Government is composed of the Prime Minister, the Ministers and Secretaries of State. The Government conducts the Nation's policy. The Prime Minister is responsible for enforcing the Nation's laws and issues its rules and regulations.

-The Primature

The Primature is the Prime Minister's Office. Inasmuch as the Prime Minister has the Constitutional duty to apply Haiti's laws, in addition to other duties, The Primature's Legal Department reviews all laws and regulations for compliance with the Constitution, existing laws and international agreements, as well as institutional jurisdictional issues and current policy, before they are presented to the Council of Ministers and the Council of the Government.

\--The Prime Minister's Cabinet

The Prime Minister's Cabinet is chosen by the Prime Minister in consultation with the President. When the Prime Minister deems it necessary, he may appoint Secretaries of State to the Ministers. The number of Ministers is set by law.

The Prime Minister's Cabinet includes the following Ministries:

Ministry of Agriculture, Natural Resources & Rural Development

Ministry of Communications

Ministry of Culture

Ministry of Defense

Ministry of Economy & Finance

Ministry of Environment

Ministry of Foreign Affairs & Religious Affairs

Ministry of Haitians Living Abroad

Minister of Interior & Territorial Collectives

Ministry of Justice & Public Safety

Ministry of Public Health and Population

Ministry of Justice

Ministry of National Education and Vocational Training

Ministry of Planning & External Cooperation

Ministry of Public Works, Transport, Energy and Communications

Ministry of Social Affairs and Labor

Ministry of Tourism & Creative Industries

Ministry of Trade and Industry

Ministry of Women's Affairs and Women's Rights

Ministry of Youth, Sports and Civic Affairs

The Prime Minister's Cabinet also includes several Minister-Delegates who represent the Prime Minister in specific matters of special importance to the Government, including the Minister-Delegate of Energy Security.

Under the Constitution, the "finances of the Republic are decentralized", with financial management "the responsibility of the Minister concerned."

-Executive Branch Councils

\--Council of Ministers

The Council of Ministers is presided over by the President of Haiti: it is composed of the Prime Minister and all other Ministers.

\-- Council of Government

The Council of Government is presided over by the Prime Minister, and includes all other Ministers and all Secretaries of State.

-Special Constitutional Provisions: Economics, Agriculture, the Environment and the Family

The Constitution contains a series of provisions designed to promote economic freedom, agriculture and agrarian reform, and the formation of rural and urban cooperatives. The Constitution obligates the State to establish structures to "ensure maximum productivity of the land and domestic marketing of foodstuffs."

The Constitution also provides certain specific economic protective measures. It forbids the import of foodstuffs and their byproducts that are domestically produced in sufficient quantity, and it authorizes the State to take charge of enterprises for the production of goods and services essential to the community in order to ensure continuity if threatened.

The Constitution also contains a series of Articles to protect the environment, including forest reserves and plant coverage.

The Constitution also contains a series of Articles to protect the Family, and to assist mothers, children and the aged.

-Civil Service

The Constitution provides for the Haitian Civil Service as "the instrument by which the State carries out its missions and achieves its objectives." The Constitution also provides for sanctions for violations committed against the treasury and unjust gain.

-The Armed Forces and the Police Force

The Constitution provides for the "Public Force" (la _Force Publique_ ), composed of the Armed Forces of Haiti and the National Police, and provides that "[no] other armed corps may exist in the national territory."

\--The Armed Forces

The Armed Forces are established "to ensure the security and integrity of the territory of the Republic, and are apolitical and must observe the strictest political neutrality. The Armed Forces are commanded by a Commander in Chief chosen from among the general officers in active service for a renewable term of three (3) years.

The Armed Forces have the narrowly-prescribed duties of: defending the country in the event of war; protecting the country against threats from abroad; assure surveillance of land, sea and air boundaries; assist the Police when they are unable to handle a situation; assist in the event of a natural disaster; and perform assigned developmental work.

The Armed Forces also "have a monopoly on the manufacture, import, export, use and possession of weapon[s] of war, as well as war material."

Because Haiti's political history includes many incidents under prior forms of Government in which the former military engaged in acts of violence and intimidation of the public and political repression, the current Armed Forces have been reconstituted in a very limited way. Currently, the Armed Forces are most visible to the public in using military engineering capabilities to carry out development and rebuilding tasks.

\---Citizen Right To Armed Self Defense

The Constitution recognizes every citizen's right to armed self defense, but has no right to bear arms without "express well-founded authorization from the Chief of Police." "Possession of a firearm must be reported to the police."

\--The National Police of Haiti

Under the Constitution, the National Police, an armed body, operates under the Ministry of Justice. The National Police is established "to ensure law and order and protect the life and property of citizens." As an auxiliary of the Justice System, the police "investigate violations, offenses and crimes committed, in order to discover and arrest the perpetrators of them".

The National Police is under the command of a Commander in Chief who is appointed for a three (3) year renewable term. The Constitution also provides for an Academy and a Police School, and specialized sections, including: Penitentiary Administration, the Firemen's Service, the Traffic Police, the Highway Police, Criminal Investigations, the Narcotics Service, and the Anti-Smuggling Service.

-Territorial Divisions

Constitution Article 61 recognizes three Territorial Divisions: the Communal Sections, the Communes, and the Departments.

\--Communal Sections

There are 560 Communal Sections in Haiti. The Communal Section is the smallest administrative territorial entity of the Republic. Each Communal Section is administered by a council of three members elected by universal suffrage for a term of four (4) years, who may be re-elected an indefinite number of times.

\--Communes

There are 133 Communes in Haiti. Communes have administrative and financial autonomy. Each Commune is administered by a Municipal Council composed of three members, and assisted by a Municipal Assembly composed of, among others, a representative of each Communal Section, elected by universal suffrage. Municipal representatives are elected for a term of four (4) years, and may be re-elected an indefinite number of terms.

\--Arrondissements

Established by the Constitution, an Arrondissement is an administrative division that may comprise several Communes, as established by law. There are currently forty-two (42) Arrondissements in Haiti.

\--Departments

There are ten (10) Departments in Haiti, namely:

Artibonite, which is divided into five arrondissements, namely: Dessalines; Gonaives; Gros-Morne; Marmelade; and Saint-Marc.

Centre (Center), which is divided into four arrondissements, namely: Cerca la Source; Hinche; Lascahobas; and Mirebalais.

Grand Anse, which is divided into three arrondissements: Anse d'Hainault; Corail; and Jeremie.

Nord (Nord), which is divided into seven (7) arrondissements: l'Acul-du-Nord; Borgne; le Cap-Haitien; Grand-Rivière du Nord; le Limbè; Plaissance; and Saint- Raphael.

Nord Est (North East), which is divided into four arrondissements: Fort-Liberté; Ouanaminthe; le Trou-du-Nord; and Vallières.

Ouest (West), which is divided into five arrondissements: l'Archaie; Croix-des-Bouquets; La Gonave; Léogane; and Port-au-Prince.

Nippes, which is divided into three arrondissements: Miragôane; Anse-à-Veau; and Baradères.

Nord Ouest (North West), which is divided into three arrondissements: Môle Saint-Nicolas; Port-de-Paix; and Saint-Louis du Nord.

Sud (South), which is divided into five arrondissements: Aquin; Les Cayes; les Charbonnières; les Côteaux; and Port Salut.

Sud Est (South East), which is divided into three arrondissements: Bainet; Belle-Anse; and Jacmel.

Under the Constitution, the Department is the country's largest territorial division, and it comprises the Arrondissements. The Department has legal personality and is autonomous.

Map Showing Haiti's Ten Departments. Source: Government of the Republic of Haiti, Ministry of Planning & External Cooperation

Each Department is administered by a Departmental Council consisting of three (3) members elected for four (4) years by the Departmental Assembly, not necessarily drawn from the Departmental Assembly. The Departmental Assembly assists the Departmental Council in its work, and is composed of one (1) representative from each Municipal Assembly. The Constitution authorizes the attendance at meetings of the Departmental Assembly by various persons in an advisory capacity, including Deputies and Senators of the Department and the Departmental Delegate.

Under the Constitution, the Executive Branch appoints a Departmental Delegate as its representative in the Departmental Capital, and a Departmental Vice Delegate as its representative in each Arrondissement Capital. Delegates and Vice Delegates ensure coordination and control of public services, but exercise no "repressive police function."

The Executive Branch is assisted by, and Departments are represented by, an Interdepartmental Council, whose members (Representatives) are designated by the Departmental Assemblies on the basis of one (1) member per Department. Departmental Representatives serve as liaison between the Department and the Executive Branch.

2.6 Independent Institutions

The Constitution establishes a number of independent institutions, including the following.

-The Constitutional Council

The Constitutional Council was created by Constitutional Amendment effective 2012 to judge the constitutionality of the laws, and the regulations and administrative acts of the Executive Branch, without legal review. The Constitutional Council consists of 9 members, three appointed by each of the Executive Branch, the National Assembly, and Superior Council of the Judicial Power. The Constitution also provides for the appointment of the Constitutional Council by the President of the Republic, the qualifications and terms of members, and the rules for its operation.

-The Permanent Electoral Council

The Constitution provides for a Permanent Electoral Council responsible for organizing and controlling "with complete independence all electoral procedures throughout the territory of the Republic until the results of the election are announced."

-The Superior Court of Auditors and Administrative Disputes

The Constitution establishes a Superior Court of Auditors and Administrative Disputes as an independent and autonomous financial and administrative court, responsible for administrative and jurisdictional control of Government receipts and expenditures and verification of Government enterprises and territorial divisions. The Constitution also provides for composition and operation of the Superior Court of Auditors and Administrative Disputes.

-The Conciliation Commission

The Conciliation Commission is established by the Constitution with responsibility for settling disputes between the Executive Branch and the two houses of the Legislative Branch.

-The Office of Citizen Protection and The Protector of Citizens

The Constitution establishes an Office of Citizen Protection, This Office is directed by a citizen bearing the Title of "Protector of Citizens", who serves a seven (7) year term which may not be renewed. The Constitution also provides for a variety of Public Finance and Budget matters.

-The University of the Haitian State ( _Univertité d'État d'Haiti_ ) and The Haitian Academy

The Constitution provides that "Higher education is free. It is provided by the University of the Haitian State ( _Univertité d'État d'Haiti_ ), which is autonomous and by the superior public schools and the superior private schools accredited by the State."

The Constitution also requires the establishment of a Haitian Academy to "standardize the Creole language and enable it to develop scientifically and harmoniously."

-Bank of the Republic of Haiti (Central Bank)

The Central Bank is established by the Constitution as an "autonomous public agency with legal personality and financial autonomy" that performs the functions of a Central Bank. "National monetary policy is set by the Central Bank jointly with the Minister of Economics and Finance." "The Central Bank has exclusive authority to issue as legal tender, throughout the territory of the Republic, paper money representing the monetary unit, and coins".

2.7 Executive Branch Policy & Programmatic Priorities

Each Government will have its own set of priorities. During its term, the prior Martelly-Lamothe Administration announced five priority issues (or the "5 E's"), namely:

(1) Rule of law ( _État de Droit_ ) with improved enforcement achieved through increased capacity of public administration;

(2) Education for all;

(3) Employment, through the construction of key basic infrastructure and creation of a business-friendly framework;

(4) Environment, including environmental rehabilitation and land tenure; and

(5) Energy.

In executing on these priority issues, the previous Government, the Martelly-Lamothe Administration, accorded policy priority to:

-Decentralization of economic activity to areas outside Port-au-Prince;

-Empowerment of municipal governments,

-Political and economic engagement of the Haitian Diaspora; and

-Above all, Moving Haiti from an "Aid Economy" to a "Trade Economy".

-Strategic Plan For the Development of Haiti: An Emerging Country in 2030

In 2012, the Ministry of Planning & External Cooperation released its Strategic Plan for the Development of Haiti,149 which provides a roadmap for Haiti's development efforts through 2030. This Strategic Development Plan describes the Government's vision for Haiti's development as follows:

The long term vision behind the development of Haiti is centered on rebuilding the Nation, turning the January 12, 2010 disaster into an opportunity for Haiti to become an emerging country in 2030. Rebuilding efforts will give birth to:

-a fair, just, united and inclusive society, living in harmony with its environment and culture; a modern society where the rule of law, freedom of association and of expression, and land management are well established;

-a society with a modern, diversified, enduring, dynamic, competitive, open and inclusive economy based on the land;

-a society in which people's basic needs are met, both quantitatively and qualitatively;

-a knowledge-based society where the new citizens needed to rebuild the country all have access to basic education, to mastered qualifications gained through a relevant vocational education system, and to the scientific and technical innovation capacity provided by a modern and efficient university system;

-all of this, under the supervision of a responsible, unitary state committed to justice and the interests of the people, and a strong commitment to regionalization and decentralization.

The Strategic Plan for the Development of Haiti focuses on:

-the generation of wealth and job creation as the key prerequisite to assure environmental protection and social development;

-the private sector (national, regional and international) as the prime producer of wealth and jobs;

-providing basic services to the population, a potential stream of wealth generation and job creation;

-targeting discreet regional development centres and opting for a region-based approach to organize and balance socioeconomic and land use development;

-using the Arrondissement as the territorial base for local land planning and development, and its seat of government as the focus for local development;

-social inclusion in all its various forms and, specifically, to create opportunities for young people, women and peasants;

-a development strategy for economic growth that is strong and sustainable, and supportive of the efforts of national and local actors; and

-the building of a robust regionalized and decentralized State that will be the centerpiece of a new national alliance.

\--"Development Poles"

The Strategic Development Plan is organized around four "action areas" and a series of "development poles", as follows and as is shown on the following map:

-A National Development Pole (Port-au-Prince)

-Two Key Regional Development Poles (Les Cayes and Cap-Haitien)

-Nine "Regional Development Poles" (Port-de-Paix, Fort Liberte, Gonaives, Saint-Marc, Hinche, Mirebalais, Jacmel, Miragoane, and Jeremie), and

-A number of smaller "Local Development Poles".

Map Showing Haiti's Development Poles. Source: Government of the Republic of Haiti, Ministry of Planning & External Cooperation

As the vehicles for executing on this vision and plan, the Strategic Development Plan has 32 Programs and 150 sub-Programs, covering a broad range of areas, including: agricultural and economic development and reform; decentralization; education; environmental protection and remediation; healthcare; infrastructure; legal, justice and governmental reform; municipal empowerment; and other initiatives.

-Presidential Advisory Council for the Facilitation of Economic Growth & Investment (PACEGI)

PACEGI, initiated by the Office of then-President Martelly, aimed at promoting foreign investments in Haïti as a way to develop prosperity for the Haitian people. It acted as a counsellor to the President and the Office of Bureau of Economical Development by providing advice on different strategies, publishing points of view and by taking position on key business opportunities offered by Haiti's industry sectors.

PACEGI's Mission was:

-To promote the brand called "Haiti".

-To advise the President on policy and strategic initiatives to attract investment that will create sustainable jobs.

-To solicit investment sources towards Haiti to spur economic growth.

PACEGI ceased operations in 2015, as the end of President Martelly's term in office approached.

-Haiti's Centre for Facilitation of Investments (CFI)

As Haiti's national investment promotion agency, the Centre for Facilitation of Investments (CFI) was established in 2006, in response to the need to simplify regulations and procedures and increase economic activity in the country.

CFI's mission is to promote and facilitate the development of private investments in Haiti by implementing, on behalf of the Government, strategies, policies, and a business-oriented approach for use by Haitians and foreigners seeking to invest in Haiti. To do this, CFI seeks to facilitate incoming investments, promote investments and business opportunities in Haiti, simplify administrative procedures for new and existing businesses, and provide technical advice.

2.8 A Comment on How the Government of Haiti Operates

This Subchapter 2.8 provides some insight and comment on how the Government of Haiti actually operates, in practice.

-A Note on The Job and Role of Minister in the Government of Haiti

In understanding how a Minister approaches his or her job, it is important to understand that Ministers are personally responsible for the funds entrusted to their Ministries: Ministers must file an accounting for all funds handled at the end of each fiscal year and when they leave their post, that accounting must be acceptable in form and substance upon independent review, and the accounting is subject to further audit. Ministers may be pursued to reimburse the Government for improper expenditures and they also may be criminally prosecuted for improper expenditures. Given this operating environment, including especially concerns about after-the-fact second-guessing and pursuit for political motivations, it is understandable why Ministers are so careful about documenting anything involving the expenditure of Government funds.

The Prime Minister, as Head of Government of the Haitian State, chooses his Ministers, and is thus each Minister's _de facto_ and _de jure_ "boss", notwithstanding the other political allegiances and policy realities faced by each Minister. As a result, Ministers must constantly balance many competing considerations—guidance and instructions from the Prime Minister, ambiguities in that guidance, their own policy and political judgments, and entreaties from other important constituencies, including the Office of the President, important Senators and Delegates, and their own political "base".

-Lessons Learned from the December 2014 Change of Government

An area of significant ambiguity ("what happens when there is no Prime Minister?") arose when a change of government was anticipated in the Summer and Fall of 2014, regarding uncertainty as to how the Government would function in the absence of the Prime Minister. Because a change of Government did occur in December of 2014, the process that was followed then, and the legal framework that formed the basis for how that process, is noted below.

The process by which a new Government was called and elections were held was as follows:

First, Minister of Health Duperval Guillaume was named as Interim Prime Minister by the President shortly after the prior Prime Minister resigned.

Second, the President chose a new Prime Minister, the Hon. Evans Paul, who was presented to the Parliament for approval; and

Third, President Martelly and heads of the country's two houses of parliament announced a tentative agreement on December 29 to approve a new "consensus" Government under Prime Minister Paul, extend the terms of the Senate until September 9 and the Chamber of Deputies until April 24, subject to passage of an electoral law, which ultimately happened.

The Constitutional basis for what happens when the Prime Minister resigns is set forth in Constitution Article 165, which provides as follows:

In case of resignation of the Prime Minister, the Government remains in place to expedite current affairs until the assumption of the functions by his successor.

In case of permanent incapacity duly declared of the Prime Minister or of his resignation from the post for personal reasons, the President will choose an Interim Prime Minister from among the members of the ministerial cabinet while attending to the formation of a new Government within a time period not passing thirty (30) days.

Under Article 165, "the Government remains in place to expedite current affairs": this means that the Ministers remain in place and handle matters that have previously been opened ("current affairs"), but are not to handle new matters. In addition, under Art. 165, the President has up to 30 days to attend to the formation of a new Government, which is done by submitting the name of a new Prime Minister to the Parliament for approval.

As to the Constitutional process for appointment of a new Prime Minister, Article 137 of the Constitution provides:

The President of the Republic chooses a Prime Minister from among the members of the Party having the absolute majority in the Parliament. The majority is established on the basis of the electoral results of those elected in each of the two Chambers. In default of this majority, the President of the Republic chooses the Prime Minister in consultation with the President of the Senate and that of the Chamber of Deputies.

Under Article 137, President Martelly was required to choose a new Prime Minister from among the then-majority party, who was then required to form a new Government.

The formation of a new Government by the Prime Minister is governed by Article 158 of the Constitution, which provides:

With the approval of the President, the Prime Minister shall choose the members of his Cabinet of Ministers and shall go before Parliament to obtain a vote of confidence on his declaration of general policy. The vote shall be taken in open ballot, and an absolute majority of both Chambers is required.

In the event of a vote of no-confidence by one of the two (2) Chambers, the procedure shall be repeated.

As to the term of Senators ending, and the status of Parliament when Parliamentary elections are delayed, Article 95 of the Constitution provides:

The senators are elected for six (6) years and are indefinitely re-eligible. They enter into their functions on the second Monday of January which follows their elections.

In the case where the elections cannot be determined before the second Monday of January, the senators elected enter into their functions immediately after the validation of the ballot, and their mandate of six (6) years is considered to have commenced on the second Monday of January of the year of the entry into their functions.

To the same effect is Article 111-8, which provides:

In no case may the Chamber of Deputies or the Senate be dissolved or adjourned, nor shall the terms of their members be extended.

Finally, as to the Constitutional basis for the President's actions to assure the continued operation of the Haitian State in the absence of conflicting laws passed by the Parliament, Article 136 of the Constitution provides in relevant part:

The President of the Republic, who is the Head of State, shall see to the respect for and enforcement of the Constitution and the stability of the institutions. He shall ensure the regular operations of the public authorities and the continuity of the State.

### Chapter 3: Overview of Haitian Law

**3.1 Introduction**

In its long history, Haiti has had 23 different Constitutions. Haiti's current Constitution came into effect in 1987, and was amended effective 2012.

Haiti's legal system is based on the Napoleonic Civil Code and the French civil law system and, accordingly, resembles French law in structure and codification and sometimes refers to French law as authority. The country's Civil Code, Penal Code, Commercial Code, Code of Civil Procedure, and Code of Criminal Procedure are the main sources of law, and French doctrine and jurisprudence are considered the basis for the interpretation of the law, as well as authoritative legal authority in the absence of Haitian authority.

The Commercial Code sets forth the general provisions that regulate the business environment, including rules pertaining to corporate entities, the separation of assets, sales of goods, notes, statute of frauds, and prescriptions.

Article 276-2 of the Constitution provides: "Once international treaties or agreements are approved and ratified in the manner stipulated by the Constitution, they become part of the legislation of the country and abrogate any laws in conflict with them."

Haiti's legal framework consists of all national laws, rules, and regulations and all international or bilateral treaties that have been signed and ratified by the Government.

3.2 Haiti's Civil Law System

As a French colony, Haiti adopted the French civil law system, including the French judicial structure and codification system. Six codes were enacted between 1825 and 1826: the Civil Code, the Code of Civil Procedure, the Commercial Code, the Penal Code, the Code of Criminal Procedure, and the Rural Code. Haiti's Codes were closely based on their French sources, subject to minor changes.

Following the French model, Codes and statutes are the main source of Haiti's law. In Haitian courts, French doctrine and jurisprudence are an important basis for the interpretation of the law. Haiti has a number of Codes in force, including those discussed below.

-The Civil Code

When adopted, Haiti's Civil Code closely followed the Napoleonic Civil Code of 1825, and, reflecting the timeless nature of its subject, continues largely unchanged since adoption.

The Civil Code consists of more than 2,000 Civil Code Articles, organized by Law No. 1 through Law No. 35, and Chapters or other subdivisions within each Law, as follows:

Law No. 1: On the Promulgation, The Effects and the Application of Laws, Generally (Civil Code Arts. 1-10)

Law No. 2: On the Enjoyment, the Loss or the Suspension of Civil and Political Rights (Civil Code Arts. 11-34)
Chapter I: Of the Enjoyment of Civil and Political Rights

Chapter II: Of the Loss of Citizenship

Chapter III: Of the Suspension of Political Rights

Chapter IV: Of the Suspension of Civil Rights Due to Contradictory and Definitive Conviction

Chapter V: Of the Suspension of Civil Rights Due to Convictions in Absentia

Law No. 3: On the Civil Acts of the State (Civil Code Arts. 35-90)

Chapter I: General Provisions

Chapter II: Of Birth Records
Chapter III: Of Marriage Records
Chapter IV: Of Death Records

Chapter V: Of Correction of Civil Records

Law No. 4: Determining Domicile (Civil Code Arts. 91-98)

Law No. 5: Concerning Absence (Civil Code Arts. 99-132)
Chapter I: Of the Presumption of Absence

Chapter II: Of a Declaration of Absence

Chapter III: The Effects of Absence

Law No. 6: On Marriage (Civil Code Arts. 133-214)
Chapter I: Of the Qualities and Conditions Required For Entering Into the Marriage Contract

Chapter II: Of the Formalities of Entering Into Marriage

Chapter III: Of Objections to The Marriage

Chapter IV: Of Applications In Nullity of the Marriage

Chapter V: Of the Obligations Arising Out of Marriage

Chapter VI: Of the Rights and Duties of the Respective Spouses

Chapter VII: Of the Dissolution of Marriage

Chapter VIII: Of Second Marriages

Chapter IX: Exemptions That Can Result From Marriage

Law No. 7: On Divorce (Civil Code Arts. 215-292)
Chapter I: Of the Causes of Divorce

Chapter II: Of Divorce For Cause

Chapter III: Of Divorce By Mutual Consent

Chapter IV: Of the Effects of Divorce

Law No. 8: On Paternity and Filiation (Civil Code Arts. 293-313)
Chapter I: Of Filiation of Legitimate Children Or With Ties In Marriage

Chapter II: Of Evidence of the Filiation of Legitimate Children

Chapter III: Of Natural Children

Law No. 8bis: On Paternal Power (Civil Code Arts. 314-328)

Law No. 9: On Minority, Guardianship and Emancipation (Civil Code Arts. 329-397)
Chapter I: Of Minority

Chapter II: Of Guardianship

Chapter III: Of Emancipation

Law No. 10: On Majority, Interdiction and Judicial Intervention (Civil Code Arts. 398-424)

Chapter I: Of Majority

Chapter II: Of Interdiction

Chapter III: Of Judicial Intervention

Law No. 11: On The Kinds of Property (Civil Code Arts. 425-447)

Chapter I: Of Immovable Property

Chapter II: Of Movable Property

Chapter III: Of Property In Relationship to Possession

Law No. 12: On Property (Civil Code Arts. 448-477)
Chapter I: Rights of Accession to What is Produced by the Thing

Chapter II: Rights of Accession On What Unites and Incorporates the Thing

Law No. 13: On Usufruct, Usage and Habitation (Civil Code Arts. 478-516)

Chapter I: Of Usufruct

Chapter II: Of Usage and Habitation

Law No. 14: On Servitudes or Easements (Civil Code Arts. 517-571)
Chapter I: Of Servitudes Which Derive From the Location of the Site

Chapter II: Of Servitudes Established by Law

Chapter III: Of Servitudes Established By Man-Made Works

Law No. 15: On The Different Modes of Acquiring Property (Civil Code Arts. 572-577)

General Provisions

Law No. 16: On Successions (Civil Code Arts. 578-722)

Chapter I: Of Opening of Successions and The Referral of Heirs

Chapter II: Of the Qualities Required In Successions

Chapter III: Of Various Orders of Succession
Chapter IV: Of Rights of Conjoint Survivors and Of the State
Chapter V: Of Acceptance and Repudiation of Successions

Chapter VI: Of Partition

Law No. 17: On Inter Vivos Gifts and Wills (Civil Code Arts. 723-896)
Chapter I: General Provisions

Chapter II: On the Capacity To Give or Receive by Inter Vivos Gifts and by Will

Chapter III: Of the Portion of Goods Available and The Reduction

Chapter IV: Of Inter Vivos Gifts

Chapter V: Of Wills

Chapter VI: Of Provisions Allowed for the Grandchildren of the Donor or Testator or Children of his Brothers and Sisters

Chapter VII: Of Partitions made by the Father, Mother or other Ascendants Between their Descendants

Chapter VIII: Of Gifts Made by Marriage Contract to the Spouse and Children Born of the Marriage

Chapter IX: Of Gifts between Spouses, either by Marriage Contract or during Marriage

Law No. 18: On Contracts, Or Conventional Obligations, Generally (Civil Code Arts. 897-1155)
Chapter I: General Provisions

Chapter II: Of Conditions Essential For the Validity of Agreements

Chapter III: Of the Effect of Obligations

Chapter IV: Of the Various Types of Obligations

Chapter V: Of the Extinction of Obligations

Chapter VI: Of the Proof of Obligations and of Payment

Law No. 19: On Commitments That Are Formed Without Agreement (Civil Code Arts. 1156-1172)
Chapter I: Of Quasi-Contract

Chapter II: Of Delicts and Quasi-Delicts

Law No. 20: On Marriage Contracts and the Respective Rights of the Spouses (Civil Code Arts. 1173-1366)

Chapter I: General Provisions

Chapter II: Of the Community Property Regime

Chapter III: Of the Dowry

Law No. 21: On Sales (Civil Code Arts. 1367-1474)

Chapter I: Of the Nature and Formation of the Sale

Chapter II: Of the Contract to Buy or Sell

Chapter III: Of Things that Can Be Sold

Chapter IV: Of the Obligations of the Seller

Chapter V: Of the Obligations of the Buyer

Chapter VI: Of Nullity and Resolution of the Sale

Chapter VII: Of Auction

Chapter VIII: Of Receivables and Other Intangible Rights

Law No. 22: On Barter or Exchange (Civil Code Arts. 1475-1479)

Law No. 23: On the Rental Contract (Civil Code Arts. 1480-1600)
Chapter I: General Provisions

Chapter II: Of Rental of Things

Chapter III: Of Rentals of Employees and Works

Chapter IV: Of the Rental of Livestock

Law No. 24: On the Contract Company (Civil Code Arts. 1601-1642)
Chapter I: General Provisions

Chapter II: Of the Various Types of Companies

Chapter III: Of the Commitments Associated with Each Other and With Respect to Third Parties

Chapter IV: Of the Different Ways in Which The Company Ends

Law No. 25: On Loan (Civil Code Arts. 1643-1681)

Chapter I: Of Loan

Chapter II: Of The Consumer Loan

Chapter III: Of the Loan At Interest

Law No. 26: On Deposit and Escrow (Civil Code Arts. 1682-1730)

Chapter I: Of Deposit Generally and Its Various Types

Chapter II: Of Deposit

Chapter III: Of Escrow

Law No. 27: On Aleatory Contracts (Civil Code Arts. 1731-1747)

Law No. 28: On Mandate, or Agency (Civil Code Arts. 1748-1774)

Chapter I: Of the Nature and Formation of the Mandate

Chapter II Of the Obligations of the Agent

Chapter III: Of the Obligations of the Principal

Chapter IV: Of the Different Manners of Ending the Mandate

Law No. 29: On Deposit (Civil Code Arts. 1775-1809)

Chapter I: Of The Nature and Extent of Deposit

Chapter II: Of the Effect of the Deposit

Chapter III: Of the Termination of the Deposit

Chapter IV: Of the Legal Deposit and Judicial Deposit

Law No. 30: On Transaction and Compromise (Civil Code Arts. 1810-1824)

Law No. 31: On Civil Imprisonment In Civil Matters (Arts. 1825-1837)

Law No. 32: On Pledge (Civil Code Arts. 1838-1858)

Chapter I: Of Pledge

Chapter II: Of Antichresis

Law No. 33: On Privileges and Mortgages (Civil Code Arts. 1859-1970)
Chapter I: General Provisions

Chapter II: Of Privileges

Chapter III: Of Mortgages

Chapter IV: Of the Mode of Recording Privileges and Mortgages

Chapter V: Of Striking and Reducing of Recorded Inscriptions

Chapter VI: Of the Effect of Privileges and Mortgages Against Third Parties

Chapter VII: Of the Extinction of Privileges and Mortgages

Chapter VIII: Of the Modes of Releasing Privileges and Mortgages

Chapter IX: Of the Mode of Releasing Mortgages when There is No Good Recorded Inscription

Chapter X: Of the Publication of Registries and The Responsibilities of Registrars

Law No. 34: On Compulsory Expropriation and Order among Creditors (Civil Code Arts. 1971-1986)
Chapter I: Of Compulsory Expropriation

Chapter II: Of the Order of the Distribution of the Price Between Creditors

Law No. 35: On Prescription (Civil Code Arts. 1987-2046)

Chapter I: General Provisions

Chapter II: Of Possession

Chapter III: Of Causes that Prevent Prescription

Chapter IV: Of Causes that Interrupt or Suspend Prescription

General Provisions (Civil Code Art. 2047)

\--A Note on Delicts and Quasi-Delicts (Torts)

Consistent with the Civilian approach, Haiti's Civil Code states the law regarding the definition and triggering of obligations for the commission of delicts and quasi-delicts (torts), and the measurement of those obligations.

-Other Codes

Like other Civilian jurisdictions, over the years, Haiti's legal a number of additional sets of Codes have been created by the organization and codification of laws on matters of substantive and procedural law, including the following:

The Commercial Code

The Code of Civil Procedure

The Penal Code

The Code of Criminal Procedure

The Tax Code

The Customs Code

The Rural Code

-A Note on the Investment Code

The Haitian Government enacted the Haitian Investment Code in 2002 as part of its strategy of stimulating private sector investments. Haiti's Investment Code provides an extensive set of provisions for investments qualifying for special incentives, and codifies standard protections including: freedom to dispose of properties; freedom to engage in commercial and industrial activities within the limitations of the Constitution and commercial regulations; and protection of trademarks, patents, logos and other forms of intellectual property rights.

Qualifying businesses can benefit from a tax holiday of up to 15 years, during which neither the corporation nor its distributed dividends are subject to Haitian tax withholdings. Following the 15-year tax holiday, taxes are reimposed on a staggered schedule, resulting in additional partial taxation beyond the full 15-year tax holiday.

In addition, certain capital investments may be deducted from income using accelerated depreciation. The Investment Code also exempts new investments from municipal taxes (other than the Patent or fixed professional tax) for a period of up to 15 years.

Incentives are available to existing or new companies, including for project expansions or new purchases.

In connection with the foregoing, Haiti's Center for Facilitation of Investments (CFI) has published a detailed description of Investment Incentives by Investment Sector.

3.3 Haitian Legal Norms

This Subchapter provides a brief explanation of certain legal practices widely understood by Haitian lawyers, that may be new or unfamiliar to non-Haitian lawyers.

-Notaries Public

Following the French model for Notaries Public, Haitian Notaries Public occupy a public office of great trust and great legal and public responsibility. Many transactions and other events are required by Haitian Law to be evidenced by Notarial Act in order to be legally recognized.

Notaries Public are appointed by the President of the Republic for a lifetime appointment. Typically, a Haitian lawyer is not a Haitian Notary Public, but a Haitian Notary Public is a Haitian lawyer.

-Legal Notices & Publication Requirements

Legislative bills are numbered and printed in the Bulletin des Lois et Actes de la République d'Haïti.171

Legislative bills and other legislative acts enter into force upon promulgation and publication in Le Moniteur,172 the Republic's Official Gazette.

Legal notices of many other kinds must also be published in Le Moniteur for the period prescribed by Haitian law. In many cases, Notaries handle necessary publication in Le Moniteur as one of the services routinely performed for the Notary's fee, plus costs.

3.4 Relevant Major Treaties and Conventions

The Republic of Haiti is a member of United Nations, Organization of American States, InterAmerican Development Bank, World Bank, International Monetary Fund, and General Agreement on Tariffs and Trade. On international law questions, Haiti accepts compulsory jurisdiction of the International Court of Justice (ICJ). In addition to other treaties discussed below, the Republic of Haiti:

-is a party to Inter-American Treaty of Reciprocal Assistance (Rio Treaty);

-is a signatory to the Buenos Aires Convention of 1910;175

-is a signatory to the Paris Convention of 1883;176

-has ratified the Berne Copyright Convention;177

-is a party to the Universal Copyright Convention (UCC Geneva); and

-is a party to the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement).

-Inter-American Convention against Corruption

The Republic of Haiti is also a State Party to the Inter-American Convention against Corruption and a State Party to the Mechanism For Follow-Up On The Implementation Of The Inter-American Convention Against Corruption (MESICIC).

In September, 2014, the MESICIC released a comprehensive review of the Republic of Haiti's implementation of the provisions of the Inter-American Convention against Corruption. This Report reviews the steps that have been taken by the Government of Haiti oversight bodies "implementing modern mechanisms for preventing, detecting, punishing and eradicating corrupt acts", as well as "the best practices that Haiti has voluntarily expressed its willingness to share relating to the oversight bodies under review in this report."

-CARICOM

In July 2002, Haiti was admitted as the fifteenth Member State of the Caribbean Community ("CARICOM"), having ratified the Revised Treaty Of Establishing The Caribbean Community Including The Caricom Single Market And Economy.183

As a CARICOM Member State, Haiti is eligible to implement a number of benefits, including duty-free imports and exports within the region, free mobility of workers within the CARICOM countries, and free market access to Europe and Canada for all goods. Beginning in 2012, the prior Martelly-Lamothe Administration began taking steps to fully integrate Haiti into the CARICOM Single Market.

Haiti accepts compulsory jurisdiction of the Caribbean Court of Justice (CCJ) for the settlement of trade disputes within CARICOM.

-International Convention on the Settlement of Investment Disputes between States and Nationals of Other States (ICSID)

Haiti is a Member State of the International Convention on the Settlement of Investment Disputes between States and Nationals of Other States ("ICSID"), a component of the World Bank Group, having deposited with the World Bank an Instrument of Ratification of the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (the "ICSID Convention") in October 2009. The ICSID Convention entered into force for Haiti on November 26, 2009.

-World Trade Organization (WTO)

The Republic of Haiti joined the World Trade Organization (WTO) in 1996, and is still in the process of harmonizing its legislation and regulations with the legal framework of the multilateral trade agreements.

Haiti uses WTO agreements as its legal reference in the event of disagreements with trading partners in matters such as rules of origin, subsidies and countervailing measures, dumping, safeguards, technical barriers to trade, and sanitary regulations.

-Other Multilateral Agencies

Haiti is also a member of the World Bank, the Multilateral Investment Guarantee Agency, the InterAmerican Development Bank, the International Monetary Fund, and a number of United Nations agencies, including the United Nations Development Program, the International Labour Organization, the Food and Agriculture Organization, the United Nations Industrial Development Organization, and the World Intellectual Property Organization. Haiti accepts compulsory jurisdiction of the International Court of Justice on questions of international law.

3.5 Ease of Doing Business in Haiti

Historically, Haiti has been notoriously difficult to do business in, especially without experienced and capable local partners. During its term in office, the prior Martelly-Lamothe Administration put a great deal of effort into improving Haiti's business climate and making it easier to do business there. Notwithstanding these Herculean efforts, there is still work to be done: as is indicated in the following chart, the World Bank Group still ranks Haiti a very difficult place to do business.

Though anecdotal evidence shows that real progress is being made, the above chart--which ranks Haiti as one of 189 global competitors, with a ranking of "1" being the best and a ranking of "189" being the worst--underscores the value of having experienced, capable and trusted local partners when doing business in or with Haiti.

### Chapter 4: Notaries & Notarial Instruments

**4.1 Notaries**

As noted above, Notaries in Haiti are public officers who receive lifetime appointments from the President of the Republic, subject to removal for cause established by Haitian law.

In order to be appointed a Notary, the person being appointed must meet a number of conditions, including the following: they must be Haitian nationals at least 25 years of age; they must enjoy civil and political rights and hold a law degree and certificate of aptitude obtained through professional examination; they must present a certificate evidencing three (3) years of training devoted to notary clerk functions; and they must present a certificate of good character and conduct.

A Notary cannot execute a document in which he has an interest, or in which a party is a relative in the direct line or in the collateral line to the degree of uncle and nephew.

4.2 Notarial Instruments

Formal documents and instruments in Haiti are executed in the form of Notarial Instruments.

For private party agreements and instruments, a notarial instrument is required in order for any obligation involving more than a nominal amount to be valid. A variety of other formalities must be honored: for example, agreements between private parties must be delivered in as many certified copies as there are interested parties; and the amount of any obligation to pay a sum of money must be contained in the handwriting of the obligor, either in the body of the document or as an addition to his signature.

Ordinarily, a notarial instrument is executed by a single notary; in certain circumstances, participation of a second notary or two witnesses is required.

With certain exceptions, the Notary retains the original instrument and delivers certified copies to the interested parties.

Contracts, civil judgments and certain other types of documents are entered into a public registry for those types of documents. Sales, transfers and mortgages of real property are recorded in a separate special registry.

Documents executed in a foreign country are "legalized" or authenticated before a Haitian diplomatic or consular officer.

### Chapter 5: Entity Formation/Organization

Haitian law recognizes the following types of Haitian entities: the Société Anonyme, the General Partnership, the Limited Partnership, and the Branch of A Foreign Company. CFI provides a useful table discussing the "Main Characteristics", "Minimum Number of Founders" and "Minimum Amount of Initial Capital" of the Société Anonyme, the General Partnership, the Limited Partnership, and the Branch of Foreign Company under Haitian law, as well as a useful set of steps for establishing a business in Haiti.

In addition, see also the discussions below of Franchises and Agency Relationships.

5.1 Société Anonyme ("S.A.")

The Haitian Société Anonyme or "S.A." form of entity is analogous to a corporation formed under U.S. law or a Société Anonyme formed under French law. Though some terminology and some processes differ, the Haitian Société Anonyme operates in ways that will seem familiar to attorneys familiar with U.S. corporate law or with the Société Anonyme under French corporate law. For example, the S.A. is governed by a Board of Directors referred to as a "conseil d'administration", the Chairman has the title of "Président", and the Corporate Bylaws are referred to as the company's "statutes".

The S.A. is a very common form of entity in Haiti. Its obligations are secured by its subscribed capital, and, ordinarily, shareholders and subscribers are obligated only to the extent of their individual capital subscription.

Under the Haitian Commercial Code, all S.A. officers on the Board of Directors must also be shareholders.

To form an S.A. under Haitian law, there must be at least three (3) shareholders, one of which must be a Haitian national. S.A.s must have a minimum initial capital of HTG6,250. One quarter of this amount of the required initial capital must be deposited in the National Bank at the time of registration of the S.A.

The 2016 World Bank Doing Business report on Haiti provides a detailed analysis of the process and cost involved in forming and registering a Haitian Société Anonyme using standard Haitian corporate law processes. The following is a summary of much more detailed information provided by the World Bank in the above-cited report:

Procedure

1. Prepare company statutes with a lawyer

2. Notarize the company deeds and articles

3. Deposit required initial capital in the National Bank

4. Register statutes with Direction Générale des Impôts (DGI)

5. Registration with Ministry of Commerce and Industry and obtain the authorization of operations ( _Droit de fonctionnement_ )

6. Obtain the Tax ID number ( _numero d'identification fiscal_ (NIF)) from the Tax authorities (DGI), pay fees, and obtain certificate of _patente_ *

7. Obtain the " _Carte d'Identite Professionelle_ " from the Ministry of Commerce*

8. Obtain special commercial books*

9. Notification to the Labor Ministry about hiring*

10. Legalize the commercial books*

11. Register for social security (OFATMA)*

12. Register for Retirement Insurance Office (ONA)*

*Takes place simultaneously with another procedure

5.2 General Partnership

The General Partnership is organized by agreement among the partners, pursuant to legal principles that are familiar to U.S., French, and other lawyers around the globe trained in the Napoleonic Civil Code.

In particular, Partners of a General Partnership have unlimited, individual, joint and collective liabilities for the obligations of the General Partnership. Only the names of the Partners may be included in the Partnership name.

At least two (2) persons are necessary to be named as Partners to register a General Partnership. There is no minimum initial capital requirement for registering a General Partnership, though the Ministry of Commerce has established a practice of requiring a minimum capital of HTG5,000.

CFI provides detailed information about the procedures for forming a General Partnership.

5.4 Limited Partnership

The Limited Partnership is established by agreement among the partners, pursuant to principles that are familiar to U.S., French, and other lawyers around the globe trained in the Napoleonic Code and associated limited partnership laws.

In particular, the Managing Partners of a Limited Partnership have unlimited, individual, joint and collective liabilities for the obligations of the Limited Partnership, just as if they were partners in General Partnership. Investors in a Limited Partnership who are Limited Partners and who do not participate in its management have liability for the Limited Partnership's business debts which is limited to their investment in the Limited Partnership.

At least two (2) persons are necessary to register a Limited Partnership, and there is no minimum initial capital. The name of the limited partnership must contain the name of one of the General partners.

CFI provides detailed information about the procedures for forming a Limited Partnership.

5.5 Branch of a Foreign Company

The Branch of A Foreign Company is recognized under Haitian law pursuant to statutory provision.

CFI provides detailed information about the procedures for registering a Branch of a Foreign Company. The first step is for the foreign company to legalize at the closest Haitian Consulate all required legal documents proving the legal existence of the foreign company, followed by legalization at the Ministry of Foreign Affairs in Port-au-Prince.

Because the Branch is a creature of another company, there is no minimum initial capital, nor is there a minimum number of founders. A Branch may be formed by a foreign company regardless of the type of entity of the foreign company.

5.6 Cooperative

The Haitian Constitution specifically favors and encourages the formation of cooperatives in Haiti.

CFI provides detailed information about procedures for forming a Cooperative. "A cooperative is an autonomous association of individuals who voluntarily partnered to satisfy their common aspiration and economic, social and cultural needs through a company they collectively own and where power is democratically exercised." That is, its members are also its owners.

5.7 Joint Venture

A Haitian Joint Venture is an association formed by the agreement of the parties without the knowledge of third parties; accordingly, there is no governmental action involved in forming a Joint Venture, and there is no necessity of any formalities beyond the agreement between the parties.

5.8 Mixed Capital Corporation & Public-Private Partnership (PPP)

Haitian law recognizes the "Mixed Capital Corporation" as a type of corporate entity in which the Haitian State or its Communes participate "in kind" and have the right to assign representatives to perform administrative functions. Shares of Mixed Capital Corporations are registered shares recorded in a special register of the Department of Finance and the Cour des Comptes (GOH auditing body), which audits the Mixed Capital Corporation annually. Dividends paid to shareholders of Mixed Capital Corporations are not subject to the Haitian income tax.

A Public Private Partnership (PPP) is a type of Partnership created by agreement among the partners under principles of the Civil Code. The Public-Private Partnership is also recognized under Haitian law by virtue of statutory provision.

Because the Government of Haiti, like many other developing country governments around the world, has a relative abundance, compared to cash, of non-cash resources (land and other property rights, concession rights, etc.), the Government of Haiti is very interested in creating PPPs by contributing non-cash assets to ventures alongside private sector partner contributions of financial resources and technical assistance capabilities and commitments.

Because many developing country governments around the world have utilized and sought to utilize the PPP as a development and economic growth vehicle, the World Bank has an extensive collection of publications, forms and suggested best practices regarding the formation of PPPs.

5.9 Industrial Park

Haitian law recognizes entities known as "Industrial Parks", which are closed work areas with specialized operational facilities and are located close to sea ports and airports.

Industries that qualify for location in Industrial Parks are either "priority industries", which are export and reexport industries, or "specialized industries", which may be authorized due to their trade with foreign countries, the number of their employees or their importance to the national economy.

An Industrial Park is organized and operates as a State monopoly. The Societe d'Equipement National (SEN) has exclusive authority to organize, manage and administer Industrial Parks.

Enterprises seeking to locate in an Industrial Park initiate the process by filing an application with SEN. The Government accords a number of incentives to enterprises locating in an Industrial park, including exemption from real estate taxes, and access to special loan funds.

5.10 Free Trade Zone (FTZ)

Haitian law provides for the establishment of Free Trade Zones in Haiti, which, as elsewhere, allow for the duty free import of materials into the Free Trade Zone for processing and re-export as more finished products. Under Haitian law, a Free Trade Zone may be public or private ventures, joint ventures, or mixed ventures involving the State and private sector ventures.

The law defines Free Trade Zones as geographical areas to which a special regime on Customs duties, Customs controls, tax incentives and investment incentives, applies, and under which investors may import, store, process, produce, export and re-export their goods. It also specifies the conditions and procedures for applying for, establishing, operating and managing Free Trade Zones, as well as incentives available to Free Trade Zones.

Goods that leave Free Trade Zones and enter the Haitian market are treated as having entered the Haitian Customs territory, and are subject to all relevant Haitian duties and taxes. Under applicable Free Trade Zone regulations, no more than 30% of a Free Trade Zone enterprise's production may enter and be sold into the Haitian market.

A public-private inter-ministerial commission, the Free Trade Zones National Council (CNZF), is responsible for approving applications to establish a Free Trade Zone and admission to the Free Trade Zone regime, establishing Free Trade Zone operating procedures, regulating Free Trade Zone operations, and related matters.

A Free Zones Directorate established within the Ministry of Commerce and Industry acts as the Technical Secretariat for the Free Trade Zones National Council, responsible for implementing CNZF decisions, negotiating and working with Free Trade Zone investors and potential investors, monitoring all Free Trade Zone operations, and performing other administrative tasks related to Free Trade Zones.

### Chapter 6: Contracts, Sales & Guarantees

The formation and performance of Haitian Contracts, generally, are governed by well-established provisions of the Civil Code. Specific types of contracts, such as guarantees, and sales, agency, and franchise contracts, are governed by the Civil Code or by other laws.

6.1 Contracts

The elements of formation of a contract are described by the Civil Code as: the consent of the obligated party; the obligated party must possess capacity to contract; the contract must have a certain object as the matter of agreement; and the contract must have a lawful purpose.

The effect of a contract is that it is binding on those who make them, but they have no effects except as between the contracting parties. Contracts may not be revoked except by consent of all of the parties or pursuant to grounds authorized by law.

Except when a contract's nonperformance arises out of force majeure or casus fortuitous, nonperformance gives rise to an action for damages and interest against the defaulting party.

At a conceptual or theoretical level, contracts are characterized, in Civilian terms, as either bilateral, unilateral cumulative, aleatory, gratuitous or onerous, though this characterization ordinarily has limited practical applicability to the contract drafter.

6.2 Sales

A sales contract is a particular type of contract that is perfected when the parties agree on the thing to be sold by the vendor and the price to be paid by the purchaser, even if the thing has not been delivered nor the price paid. Sales may be effected in any form agreed upon by the parties, and subject to any terms and conditions agreeable to the parties. A sales contract may be made and recorded by either authenticated legal act or by private agreement.

The sale may be subject to Civilian concepts of suspensive or resolutory condition.

Because the sales contract is such a common commercial vehicle to handle such a wide range of circumstances, detailed rules have been developed under the Civil Code, as discussed below.

-Validity of the Sale

Under the Civil Code, there are three general conditions for a sale to be valid: agreement; capacity of the parties; and an object that may be sold.

\--Agreement

The parties must indicate agreement to the sale. A sale is perfected once there is agreement on the thing being sold, and the price. Following this logic, "a promise to sell is equivalent to a sale when both parties agree mutually on the thing and the price."

\--Capacity of the parties

Under the Civil Code, "all those not forbidden by law may purchase or sell." Persons in certain positions may be precluded from certain sales relationships. For example, spouses may sell to one another only in certain circumstances. Guardians and trustees cannot sell to themselves property under their care or control. Judges, prosecuting attorneys, clerks of court, process-servers, defense attorneys and notaries may not become beneficiaries of legal actions or judgments within the jurisdiction of a court within which they exercise their functions.

\--An Object That May Be Sold

Under the Civil Code, any thing may be the subject of a sale unless specific laws prohibit its alienation. The thing being sold must: exist or be capable of existing; be in commerce; and be of such a nature that it may become the property of the purchaser. Thus, a sale is null if, at the time the sale is effected, the thing sold has perished entirely. By the same token, the inheritance of a living person may not be sold, even with the consent of that person.

-Effects of Sales

Under the Civil Code, an effected sale involves legal obligations for the vendor and the purchaser.

\--Obligations of the Vendor

Under the Civil Code, in an effected sale, the vendor has two obligations: delivery of the thing; and warranties associated with the thing.

Delivery of the thing means "transfer of the thing sold to the power and possession of the purchaser." For real property, delivery is fulfilled when the vendor transfers title and keys to the property. For chattels or movable property, delivery may be fulfilled by actual surrender of the property or the keys to the property, or, in some cases, by agreement of the parties.

The warranties associated with the sale of a thing are: the warranty of peaceful possession of the thing; and warranties as to hidden defects or latent deficiencies.

\--Obligations of the Purchaser

The purchaser under a sale has three obligations: to accept delivery of the thing; to pay the price; and to pay the costs of the sale.

The vendor may require annulment of the sale if the purchaser does not accept delivery.

The purchaser's principal obligation is to pay the price of the thing, either on and at the agreed date and place, or at the place and time of delivery. The purchaser is also liable for interest on the sale price until payment, if so agreed.

The purchaser is also responsible for "the cost of executing deeds and other accessory instruments on the sale."

-Sale with Right to Repurchase

A vendor may enter into a sales contract with a right to repurchase. The sales contract may, in effect, be reversed, if the vendor exercises its right to repurchase. Under the right to repurchase, the vendor reserves his right to repurchase the thing sold upon reimbursing the purchaser for principal price of the thing, together with the reasonable costs of the sale, necessary repairs, and other costs which have increased the value of the thing.

6.3 Agency Contract

An agency contract is another particular type of contract in which the principal selects an agent. An agency contract may be made by legal act or by private agreement. Technically, the agency contract is perfected by acceptance of the agent. Unless otherwise stated, an agency contract is gratuitous (for no compensation to the agent), and is revocable by the principal.

6.4 Lease Contracts

In Haiti, the lease is a well-recognized and frequently-used vehicle for effectuating many types of commercial transactions.

Initially, two points are worth noting. First, under the Civil Code, the lease is a purely contractual arrangement, and confers no property right in the object of the lease; thus, a lease of real property in Haiti carries with it no real property rights of the kind recognized under the Common Law.

Second, leases are routinely used in Haiti for both real property and personal property transactions. This has particular significance in Haiti, because most types of secured transactions that are possible under UCC Article 9 or under the chattel mortgage are not currently available in Haiti.

6.5 Franchises

Haiti has no laws specifically regulating franchising, and Haitian law does not restrict private citizens in establishing franchises.

A number of global companies operate in Haiti in cooperation with franchisees or affiliated local partners, including Radio Shack, Federal Express, United Parcel Service, Coca Cola, Pepsico, Hertz, Avis Rent-a-Car, Budget Car Rental, NAPA Auto Parts, Domino's Pizza, and Best Western.

6.6 Guarantees

As with most other contract subjects, Haiti's Civil Code utilizes familiar framework, logic and terminology of the Napoleonic Civil Code with respect to the subject of Guarantee.

Under Haiti's Civil Code, there are two types of Guarantee: the personal guarantee; and the real guarantee, discussed below.

\--Personal Guarantee

The personal guarantee may be either one of "joint responsibility" or of "surety."

Joint responsibility occurs when several debtors are "obligated by a single debt so that each may be liable for the entire debt and the payment made by one of them releases the others from their obligations to the creditor". The Civil Code makes it clear that "joint responsibility is not assumed to exist; it must be stipulated explicitly" or "fully justified by virtue of a legal provision." Joint responsibility may be assumed to exist in favor of several creditors when the agreement confers specifically on each of the creditors the right to demand payment of the entire debt, and payment made to one of the creditors releases the debtor of the obligation, although the payment may be shared and divided among the various creditors.

Under a surety contract, "the guarantor of an obligation undertakes with the creditor to meet [the] obligation if the debtor does not do so himself." The surety contract is ordinarily "conventional" (i.e., by agreement) or "voluntary", but a surety relationship may also be "legal" (as when the beneficiary needs a surety to post bond) or "judicial" (as when a court imposes such a bond upon a party).

\--Real Guarantee

There are four types of real guarantee: the lien, the right of retention, the privilege, and the mortgage.

The first type of real guarantee is the lien. "A lien is a contract under which a debtor surrenders a thing to his creditor as security for the debt." There are two types of lien: the pledge, which is a "lien on chattel;" and the (Civilian) antichresis, which is a lien on real property.

A pledge confers upon the creditor a number of rights: the right to retention of the pledged thing; the right to claim the thing in the event of involuntary dispossession; the right to have the pledged thing sold; the right to assume ownership of the pledged thing through judicial process; and a right of priority of payment up to the amount of the price of the thing pledged.

Antichresis, a Civilian concept regarding a contract involving real property, is a real contract that confers upon the creditor the following rights: the right to the fruits and income from the property; the right to retain the property until the agreed price has been paid; the right to have the property sold at maturity in order to obtain the amount owed the creditor; and a right to priority of payment, up to the amount of the property's sales price.

A second type of real guarantee is the right to retention, which is the right of the holder of a thing to retain the thing until a debt owed by the thing's owner is paid. Though the right to retention is established by agreement by pledge and by antichresis, the right to retention is further established in law in favor of the following persons:

1. A person who sells for cash, until the price has been paid;

2. A purchaser subject to the vendor's right of repurchase, until the vendor has repaid the purchase price to the purchaser;

3. An owner whose property has been expropriated, until the established indemnity has been paid;

4. A pledgee, until payment of the amount owed by the pledgor in connection with the pledge;

5. The captain of a vessel over the vessel's cargo, until the freight is fully paid;

6. A drafter of specifications over his work, until his work has been paid for; and

7. A person who holds a stolen or lost object who has the right to demand of the claimant reimbursement of the price paid.

A third type of real guarantee is the privilege. "Privilege is a right that the nature of the debt confers on the creditor in the sense of having priority over other creditors, even mortgage holders." Under the Civil Code, a privilege may attach to all of the property of the debtor, both personal and real. The Civil Code establishes three (3) types of privileges:

1.Article 1868 General Privileges: General privileges attached to chattel or personal property. Article 1868 privileges include, among others: court costs, funeral expenses, costs of a final illness, salaries of service personnel for the past year and owed for the current year; and subsistence provided to the debtor and his family.

2.Article 1869 Privileges: Privileges attached to certain real property. Article 1869 privileges include, among others: land and farm rentals; costs paid for upkeep of the thing; the price of chattels not yet paid for and held by the debtor; an innkeeper's privilege over the belongings of a traveler that have been transported to his inn.

3.Article 1870 Privileges: Privileges attached to real property. Article 1870 privileges include, among others: the vendor's privilege over real property for payment of the price; the privilege of those who have provided funds for purchase of real property; the privilege of co-inheritors as to real property included in an estate; and the privilege against real property of architects, contractors, masons and other workers for their payment.

A fourth type of real guarantee is the mortgage. A mortgage is a real accessory right which encumbers one or several real properties, is indivisible (i.e., applies in its entirety to all of the real property affected, and each portion thereof), and confers on the creditor not paid at maturity the right to seize the real properties, regardless of who holds them, as well as the right to be paid the price in preference to others.

Under the Civil Code, mortgages apply to real commercial property, accessories to real property that are regarded as real property, and to usufructs and accessories to usufructs.

Under the Civil Code, all mortgages are categorized by virtue of the circumstances under which they arose, as follows:

1. The Legal Mortgage, which arises by operation of a provision of law, especially as to: the rights of married women to the property of their husbands; the rights of minors as to the property of their guardians; and the rights of the State as to the property of collectors and administrators of public moneys.

2. The Judicial Mortgage, which arises by virtue of court judgments handed down in Haiti, and those handed down in foreign countries and which have been made enforceable by a Haitian court.

3. The Conventional Mortgage, which arises by virtue of agreement, and then only by means of an authentic act before a Notary. Note, however, that "[c]ontracts concluded in a foreign country cannot establish a mortgage on property of Haiti if there are no provisions contrary to this principle in [Haitian] political laws or treaties."

6.7 A Note on Civil Code Contractual Conventions As Practiced by Haitian Lawyers

Lawyers trained in the Civil Code tradition are aware that Civil Code conventions differ from common law traditions. Haitian legal conventions generally follow these same Civil Code conventions, and incorporate some Haitian conventions in the process. Among these are the following:

-Adequacy of Consideration. The Civil Code does not follow the "peppercorn" theory of consideration recognized by the Common Law. Accordingly, it is possible for a Haitian contract to fail for inadequacy of consideration, and Haitian lawyers go to some pains to evidence the supporting consideration in the contract.

-An Original Executed Contract For Each Party. Haitian contractual practice requires that each party to the contract receive an original executed contract, which should be stored as a valuable document.

-Initialing on Each Page. Haitian contractual practice requires that the parties initial each page of the contract.

-Digital Signatures. Commercial practice recognizes the digital signature; however, Haitian lawyers are reluctant to rely on the validity of a digital signature in the commercial setting.

### Chapter 7: Negotiable Instruments

Negotiable instruments are governed by Haiti's Commercial Code, and include the following types of negotiable instruments: Drafts or Bills of Exchange; Notes; Checks; Bills of Lading; and Bottomry Contracts.

Because negotiable instruments are used in commerce worldwide, Haiti's laws governing negotiable instruments closely tracks the laws familiar in other jurisdictions worldwide, and that are materially similar to the counterpart provisions of Uniform Commercial Code Article 3. This Chapter provides a brief summary of Haitian law applicable to negotiable instruments, to provide a reference to the section of the applicable Commercial Code Article, and to note any special provisions of Haitian law or commercial practice. The Editors are not aware of any special provisions in Haitian law regarding foreign negotiable instruments that materially differ from widely-accepted international commercial practice.

7.1 Bills of Exchange

Drafts or bills of exchange ( _lettres de change_ ) are governed by Commercial Code provisions that are very similar in effect to UCC Article 3 counterparts.

The Editors are not aware of any significant peculiarities of Haitian law or commercial practice with respect to bills of exchange (i.e., drafts) that materially differ from widely-accepted international commercial practice.

7.2 Promissory Notes

Promissory notes ( _billets a ordre_ ) are governed by Commercial Code provisions that are very similar in effect to UCC Article 3 counterparts.

The Editors are not aware of significant peculiarities of Haitian law or commercial practice with respect to promissory notes that materially differ from widely-accepted international commercial practice.

7.3 Checks

Checks are governed by Commercial Code provisions that are very similar in effect to UCC Article 3 counterparts. The bank regulatory regime of the Central Bank of Haiti is intended to assure that Haitian banks handle checks in conformance with international banking practice, and this regulatory activity further assures conformance with international commercial practice.

The Editors are not aware of significant peculiarities of Haitian law or commercial practice with respect to checks that materially differ from widely-accepted international commercial practice.

7.4 Bills of Lading

Bills of lading ( _connaissements_ ) are governed by Commercial Code provisions that are very similar in effect to UCC Article 3 counterparts.

The Editors are not aware of any significant peculiarities of Haitian law or commercial practice with respect to bills of lading ( _connaissements_ ) that materially differ from widely-accepted international commercial practice.

7.5 Bottomry Contracts

Bottomry contracts ( _contrat a la grosse_ ) are

.. . contracts in the nature of a mortgage of a ship or cargeo [ _sic_ ] on which the owner, or master acting for the owner, borrows money in circumstances of unforeseen necessity or in case of distress to anable [ _sic_ ] him to repair the ship or to pay for repairs and dispatch of the vessel for the completion of her voyage, and pledges the ship or cargo ... for repayment.

If the ship is lost in the course of voyage, the lender on the bottomry bond loses his money unless the terms of the bond otherwise provide; but if the ship arrives safe, then he may recover the loan, with interest....

Though obsolete in today's practice, bottomry contracts that are made to the order of someone may be negotiated by endorsement, with the same effect as other commercial transfers.

### Chapter 8: Secured Transactions

This Chapter addresses the subject of "secured transactions", which is intended to refer to the grant of a possessory or non-possessory security interest in personal or movable property. This includes the grant of a mortgage or possessory security interest in chattel or movable property familiar to U.S. lawyers as the grant of a security interest under Uniform Commercial Code Article 9 or, before the adoption of UCC Article 9 throughout the United States, the grant of a chattel mortgage pursuant to chattel mortgage acts passed in the Eastern Seaboard States during the 1800s or pursuant to Louisiana's Civil Code.

As noted previously, Haiti's legal system generally follows fairly closely the provisions of the Napoleonic Civil Code in most commercial settings. Thus, real property mortgages are recognized in Haiti, and frequently form the basis for a commercial credit transaction. However, Haitian law does not recognize application of a mortgage agreement (i.e., a "conventional mortgage") in the personal property world, so there is no Haitian secured transaction counterpart to the old form of chattel mortgage or the security agreement and grant of a security interest in personal property under the Uniform Commercial Code.

Conventional mortgages of real property are addressed in other Chapters of this work. This Chapter focuses on the few existing tools available to Haitian creditors to effectuate secured transactions in Haiti, and the tools that appear to be emerging under the leadership of the International Finance Corporation, pursuant to its Electronic Collateral Registry Program in Haiti. In addition, creditors should consider use of the Lease as a vehicle for achieving many of the benefits of a secured transaction.

8.1 Pledge

As discussed above, a pledge is a type of lien, which is a "a contract under which a debtor surrenders a thing to his creditor as security for the debt." As such, the pledge is one of the very few types of secured transaction that is currently recognized in Haiti.

The pledge may be used in Haiti to effect a secured transaction with respect to anything that the creditor is willing to take in possession as security for the debt, and could include agricultural products, commodities, negotiable instruments, manufactured or imported goods, or other personal property that is placed in the possession of the creditor to secure the debt. While a pledge is a fairly inflexible type of secured transaction, it nonetheless has considerable practical commercial utility.

8.2 A Note on the International Finance Corp. (IFC) Electronic Collateral Registry

The IFC estimates that nearly half of Haiti's micro- and small to medium enterprises have credit needs not being met by Haitian financial institutions, leaving an estimated loan financing gap of more than US$2.5 Billion. Given that lack of access to financing is one of the most significant constraints to development of Haiti's private sector, the IFC is supporting the development of the Haitian leasing market and the modernization of its secured financing system.

To increase the availability of loan financing secured by personal property, such as inventory and equipment, IFC has embarked on a program to modernize Haiti's laws governing secured financing, using a state-of-the-art Electronic Collateral Registry. This model, which has been implemented in more than 20 countries around the world, and will take several years to implement, because it focuses on building grassroots support that responds to the commercial needs and realities, and answers questions that will be asked by the Parliament when the request for legislation is submitted.

Though this Electronic Collateral Registry will not be available within the next year, this IFC program represents a significant development for Haiti's commercial development, and is expected to start bearing fruit in the near future.

### Chapter 9: Rental

Having been long-established in the Civil Code, the lease is well-known, well-understood and an often used form of contract in Haiti that can be used to achieve many of the goals that creditors seek to achieve by the more flexible types of secured transactions possible under the Uniform Commercial Code. As such, a lease or personal property (called a "lease-rental" in the Civil Code) or of real property (called a "lease" in the Civil Code) is a very practical tool in the commercial toolbox for achieving commercial objectives in Haiti.

Haiti's Civil Code establishes two types of rentals: rental of things, and rental of works.

9.1 Rental of Things

A rental of things is "a contract under which one of the parties undertakes to permit another the usufruct [i.e., right of use and enjoyment of the fruits] of a thing during a given period upon payment of a certain consideration that the latter must effect."

There are four types of rental of things, namely:

1. Rental of houses or parts of houses, known as a lease. The "lessee" pays "rent" as payment for the rental.

2. Rental of farmlands. The lessee, known as the "farmer", pays "farm rent" as payment for the rental. Farm rent paid in money is referred to as "ordinary farm rent', while farm rent paid in products of the farm is called "sharecropping", and the tenant farmer is called a "sharecropper."

3. Rental of personal property. The rental of personal property is referred to as "lease-rental".

4. Lease of livestock. The Civil Code also recognizes the "lease of animals the profits of which are shared by the owner and the person to whom the cattle are entrusted."

9.2 Rental of Works

A rental of works, or "work rental", is "a contract under which one of the parties undertakes to do something for the other upon payment of an agreed price."

There are three types of work rental, namely:

1. Rental of services of laborers, who are to perform work for someone else;

2. Rental of land and water vehicles, which are hired to transport persons or merchandise; and

3. Rental of the services of work contractors (i.e., based on a contract or estimate). "An estimate, contract, or established price for undertaking the work for a given consideration constitutes a rental when the materials are supplied by the person for whom the work is carried out."

9.3 Obligations of the Lessor

The lessor has three obligations under the Civil Code, namely:

1. The obligation to deliver the property in good condition with all of its accessories.

2. The obligation to maintain the property. During the term of the lease, the lessor is obligated to make all repairs of the property that may become necessary, other than "minor repairs", for which the tenant is responsible.

3. Warranty obligations. The lessor guarantees the lessee against "all imperfections and defects" in the property, and against difficulties entailed in the use of the rental.

9.4 Obligations of the Lessee

The lessor has two obligations under the Civil Code, namely:

1. The obligation to use the thing leased as a prudent administrator and in conformance with the object of the lease, either expressed or reasonably presumed. This obligation entails subsidiary obligations, namely: to make the repairs for which the tenant is responsible; to maintain the property in good condition during the lease; and to return the property at the expiration of the lease.

2. The obligation to pay the rental.

9.5 Right to Sublet

Unless the right to sublet or transfer [i.e., assign] the lease is prohibited by the lease agreement, the lessee has the right to sublet or transfer the lease to a third person, except that, in a rental of farmlands/sharecropping, the lessee can "neither sublet nor transfer the property, if specific authority has not been conferred upon him in the lease."

9.6 Grounds for Terminating a Lease

Under the Civil Code, there are four grounds for terminating a lease, namely:

1. Expiration of the term.

2. When no specific term is established in the lease, then upon the unilateral desire of one of the parties.

3. Accidental loss of the leased thing.

4. Failure [i.e., breach] of one of the parties to perform their lease obligations.

9.7 Lessor's Rights Upon Termination of the Lease or Other Rental Contract

Under Haitian law, upon termination of the lease or any of the other types of rental contract, the lessor has the right to enter and take possession of the property and to evict the lessee and his goods from property, by self-help and use of force if necessary. The lessor may also seize goods of the lessee on the lessor's property and sell them by advertised public auction, and apply the proceeds to the payment of the lessee's debt to the lessor.

In Haiti, lessors frequently utilize self-help to evict tenants from real property, as they are authorized by law to do.

9.8 A Note on the IFC Leasing Initiative

The International Finance Corporation (IFC), a member of the World Bank Group, has developed a Global Leasing Toolkit, to, among other things, "provide a practical guide for managers of leasing entities, especially bank-affiliated lessors, with an emphasis on leasing entities offering lease products to small and medium sized enterprises (SMEs)."

In many emerging markets, the equipment leasing needs of SMEs are not being adequately addressed. Based on its long experience developing leasing in emerging markets, IFC strongly believes the Toolkit will:

1. Help give SMEs in emerging markets, and especially in developing countries, the same access to leasing—and the same benefits from leasing—as currently enjoyed by SMEs in the United States and other industrialized countries.

2. Help leasing entities operating in emerging markets, and especially in developing countries, develop a profitable business, primarily but not exclusively based on leasing to SMEs.

The IFC Global Leasing Toolkit is a working manual that contains a very thorough set of tools for lessors, financing entities, regulators and supervisors, including suggested regulatory guidance and specialized toolkits for sustainable energy and the agricultural sector.

IFC has worked with partners in more than 58 countries to develop leasing companies, and has recently turned its attention to developing Haiti's leasing industry and Haiti's use of leasing to provide access to capital by Micro- and Small-to-Medium Enterprises (SMEs). In addition to financial resources, IFC, with support from the U.S. Agency for International Development and La Société Financière Haïtienne de Développement (Sofihdes), have sponsored training for up to 350 Haitian small and medium enterprises to deepen their knowledge of leasing, and to encourage the adoption of leasing in Haiti.

### Chapter 10: Real Property & Mortgage

Haiti's Constitution guarantees the right to private ownership of property, though this right does not extend to Haiti's coasts, springs, rivers, watercourses, mines and quarries, which are inalienable and part of the State's public domain.

10.1 Real Property Title

"Land tenure issues have presented one of the biggest roadblocks to investing and rebuilding in Haiti for some time. This has been exacerbated by the [January 12, 2010] earthquake."

Habitat for Humanity, recognizing the tremendous problems created for home ownership by land title issues in Haiti, and with the support of the Digicell Foundation, the Clinton Foundation, the IDB and other international agencies and funders, founded and guided a group of real estate professionals that analyzed the land tenure situation in Haiti and published a Manual containing recommendations for overcoming land title issues. That Habitat Land Transaction Manual documents existing Haitian land laws and customary practices related to the legal sale of land, in order to facilitate "a consistent and transparent process that supports tenure security for Haiti's residents and ultimately Haiti's economic growth." The following paragraphs summarize key elements of that Manual, to which the reader is referred for additional information.

The Habitat Land Transaction Manual notes that "the challenges to legal and official transfer of buildings and land in Haiti are complex", and include the following:

-A procedure that is not easily understood, especially by low-income residents.

-Unaffordable fees and expenses that can add up to 25 percent of the value of the purchase.

-Unclear requirements and inadequate documentation. For example, it is common for both parties to sign a deed of sale called _acte sous-seing privé_ , but this is not legally accepted as a deed unless it is properly registered and transcribed by [ _sic_ ] with the Office of Land Registry (Direction de l'Enregistrement et de la Conservation Fonciere), which is housed within the General Tax Office (Direction Generale des Impots or DGI), which [registration and transcription of the deed] is rare... .

-Even if registered and transcribed by a deed[, this] might not prove ownership against the claims of others, because the DGI is legally required to register and [transcribe] all deeds brought before it.

-It is not uncommon that the party "selling" the land does not have legal title to the land either. In the case of an informal sale, this adds to the risk for conflicts about ownership down the line.

-Because of the way the land registry is set up, and because of inheritance laws that grant rights to all offspring, even owners with clear, registered title can be pulled into a conflict over their land....

Similarly, there is a weak public policy context for land, which contributes significantly to insecurity of tenure in Haiti. One reason is that the institutions tasked with the execution of land policies, such as the Office of National Cadastre, or ONACA; General Tax Office [Direction Generale Des Impots or "DGI"]; and the Ministry of Justice, have limited resources and often do not possess the necessary capacity to execute the requirements of the law. Another obstacle for registration of leasehold and freehold land is that the civil registry is incomplete. Many Haitians lack identification documents and are not consistently considered "legal" citizens.

Moreover, many deaths that occurred during the earthquake have not been formally documented, making claims on land by heirs complicated, if not impossible. Another issue is the lack of capacity to bring disciplinary measures upon those who do not do their due diligence when verifying title and upon those who seek or produce fraudulent documents. Finally, the lack of a functional cadastre and the archaic method by which properties are mapped by surveyors have led to errors and uncertainty concerning property boundaries and locations.

The purpose of the Habitat Land Transaction Manual, then, is "to serve as an immediate tool to assist the business and reconstruction communities by clarifying the current legal and customary procedures and standardizing, in writing, the legal procedures necessary to transact and assemble land in Haiti."

The Manual first notes that Haitian law recognizes two different methods to transfer real property: "the sale by genuine deed" and "the sale under private seal". While both methods are legally recognized, the Manual strongly encourages that land sale transactions be accomplished by the sale by genuine deed, as that method "follows the strict requirements of Haitian law and provides the purchaser with greater protection and certainty in the event that the right to ownership is ever contested." Accordingly, the Manual "focuses on the steps required to realize a sale by genuine deed. By following this process, the transfer of land in Haiti is made more secure and risks to both the buyer and seller are minimized."

The vehicle for transfer of title following payment of the price and satisfaction of other obligations of the sale is the deed.

The genuine deed of sale is prepared by the notary and obeys strict principles required by the law.... The deed of genuine sale must be registered in the municipality where the property is located, which must also be where the notary is commissioned. The deed of genuine sale must then be transcribed at the Office of Land Registry and Mortgages attached to the Civil Tribunal for the municipality where the property is located and the notary is commissioned. The deed is valid upon signatures by the parties before the notary."

The Manual describes the process for the sale by genuine deed by dividing the entire transaction into the following four major steps:

1. The preliminary sale agreement (also called the promise of sale or _la promesse de vente_ ).

2. Survey of the property.

3. Preparation of the bill of sale.

4. Registration and transcription of the bill of sale and payment of taxes at [the Haitian taxing authorities, the Direction Generale Des Impots or "DGI"].

-The preliminary sale agreement

The preliminary sale agreement reflects the agreement of the parties as to the parties, the property, the price, and any other conditions. The Manual underscores that, under Haitian law, a "sale exists as soon as there is agreement on the purpose and price, even before payment of the price", and is legally valid as an agreement, whether verbal or in writing.

The Manual notes that

The notary's job is to review the description of the property, the contract price and terms, and lay out the procedures to follow before signing the bill of sale. The agreement may be in writing before the notary or verbal between the parties. It is worth mentioning that once the promise of sale and preliminary sale agreement have been signed and executed before the notary, the sale is deemed to have occurred. Given that under Haitian law a "promise of sale is a sale," the preliminary agreement or promise of sale must include an automatic or other termination clause, in case a condition to finalize the sale does not materialize. In absence of a termination clause, the sale can only be cancelled by agreement of the parties or by a court order.

The Manual further notes that the

formalities and conditions of the preliminary sale agreement generally are:

1. Surveying and measuring the dimensions of the property, which can take from one to seven months if the date of the last survey is more than 5 years old.

2. Procuring all [extra] documents necessary [with respect to] a married or divorced seller.

3. Procuring all probate documents in the case of the sale of inherited land.

4. Paying all outstanding loans [secured by the property].

5. Paying [all necessary] fees and [establishing acceptable] methods of payment.

If, during the process of obtaining the documents listed above, either the buyer or the seller breaches the agreement, the party causing the breach is generally liable to the other party for damages.

-Survey of the property

The survey ( _arpentage_ ) is the process of determining the boundaries of the land, confirming adjourning lands and examining chain of title. It includes a technical drawing of the land according to measurements by metes and bounds, and a record containing the following particulars:

-Name of the surveyor and county where he or she is licensed.

-Name of the owner of the land.

-Origin of the property.

-Applicable permits.

-Square footage.

-Boundaries (points of reference separating the parcel and neighboring land) and measurements, including the length of the sides of the property.

A surveyor is authorized to work only in the municipality where he or she is licensed, but he or she can work in another community if assisted by a local surveyor licensed in that area and with the authorization of the chief justice of the competent civil court.

The Manual urges that buyers "BEWARE OF UNAUTHORIZED SURVEYORS WORKING OUTSIDE OF THEIR JURISDICTION", and lays out the procedures typically followed in conducting a survey, including necessary documents, typical time requirements (typically 53 to 151 days, plus 1 to 7 months more if the last survey is more than 5 years old) and associated cost items.

The Manual also details typical fees of the surveyor, the procedure that will be followed by the Haitian court if an objection to the surveying process is filed in court, and the injunction, again, to "MAKE SURE THE SURVEY IS REGISTERED" with the DGI.

-Preparation of the bill of sale

The official process of an authentic sale requires the documentation that guarentees [ _sic_ ] proper due diligence related to the property, such as verification of the property rights of the sellers and the identity of the buyers and sellers. This step also includes the drafting of the bill of sale, which requires the use of a notary, and payment by the buyer....

The standard and most simple procedure for the preparation of the bill of sale is the one followed by the notary when both buyer and seller are Haitian citizens or permanent residents.

1. The seller files the deed with the notary, who does a title search going back 20 years.

2. The notary collects all other pieces of documentation necessary to the execution of the transaction....

The Manual lays out in some detail, in six steps, the procedures typically followed and leading to preparation of the bill of sale, starting with review of the chain of title going back at least twenty (20) years, compiling all necessary documentation, the Notary's preparation of the bill of sale, which is signed by both parties, payment of the purchase price, and the Notary's receipt of his fees and the DGI's fees for recording and transcribing the deed of sale. The Manual also documents the roles of the Notary, the Surveyor and others, the associated documentation, the time requirements (from 10 days to 5 months), and typical costs.

The Manual also contains warnings and practical tips, including warnings about:

VERIFICATION OF PRIOR TITLES, COMPLICATIONS WITH INHERITED LAND AND LEASES WITH PROMISE TO SELL, OBTAINING SIGNATURES OF BOTH SPOUSES TO AVOID LAND INHERITANCE ISSUES, MAKING SURE ALL LIENS AND ALL PAYMENTS FROM THE PREVIOUS SALE HAVE BEEN MADE IN FULL

as well as a discussion of Haiti Probate Law and what to expect regarding Notary Fees (typically, 1.5% to 2.5% plus incidental charges).

The Manual also notes the additional documentation, time and costs that will be required in certain circumstances, namely when one of the parties is one of the following:

-Foreigner present in Haiti, Haitian citizen residing abroad.

-Haitian corporation (institution, firm, association).

-Foreign corporation.

-Haitian religious institution.

-NGO or Haitian nonprofit.

The Manual further provides information about purchasing land from the Haitian State, including information about types of land which are inalienable, and warnings about complications associated with public domain properties, with properties that have been expropriated by the Haitian State and with purchases from municipalities.

-Registration and transcription of the bill of sale and payment of taxes

This is the final step involving the authenticating of the bill of sale and payment of taxes and fees at DGI. In order to authenticate the sale, the bill of sale needs to be recorded and transcribed. Once this is confirmed, the official, authentic deed of sale is final. In this step, the notary ensures that the government has received the payment of all appropriate taxes and fees.

The process includes the following actions:

1. Notary requests the fee estimates from the DGI, including value-added tax, transfer fees and the fees associated with registration and transcription.

2. Notary receives the fee schedule and pays the amount on behalf of the buyer.

3. Notary notes the receipt number for the payment of registration and transcription fees and the date in the margin of the bill of sale.

4. The Recorder's Office branch of the DGI in the municipality where the notary is licensed and the property is located records the bill of sale by hand.

5. DGI is then responsible for sending the registered or recorded bill of sale to the transcript office at the departmental capital to be transcribed (also done by hand).

The Manual lays out in some detail, in four steps, the procedures typically followed and leading to registration and transcription of the bill of sale and payment of taxes, including, in particular, the role of the Notary and DGI, as well as information about DGI Fees, Value-Added Tax and Inheritance Tax, and warnings to "MAKE SURE THE BILL OF SALE IS RECORDED" and "ABOUT DELAY IN THE TRANSCRIPTION".

-Additional Practical Precautions

In addition to the foregoing, the Manual urges that the following practical precautions be followed, even in effecting the sale by genuine deed:

-Assure that the deed is recorded with the DGI in the municipality where the property is located, and is not recorded with the DGI in a municipality other than where the property is located.

-Understand that the Notary and the surveyor have serious obligations of professional responsibility obligations to the parties, and be vigilant that those obligations are honored. "If there is any doubt as to the accuracy of the bill of sale or the precision of the survey, either party may, upon request, require the notary and surveyor to appear before the county commission."

-Glossary

The Manual also contains a useful Glossary.

10.2 Mortgages of Real Property

Haiti's real property mortgage system is modeled on the French model. As noted above, a conventional mortgage must be executed in the form of a notarial act, and the act of mortgage must be registered in the Mortgage Bureau. Registration of a mortgage remains effective for a period of ten (10) years.

10.3 Home Ownership & Home Mortgages

Technically, homes as well as commercial property may be the subject of a real property mortgage in Haiti. As a practical matter, however, as is the case in many other developing countries, there is no established home mortgage industry in Haiti. The U.S. Agency for International Development and the Overseas Private Investment Corporation have long worked to precipitate the establishment of a home mortgage industry in Haiti.

### Chapter 11: Capital Sources

Generally speaking, most Haitian Banks are not competitive sources of debt funding for their customers' projects, especially when compared to capital sources available to non-Haitian customers. This Chapter will focus on capital sources most likely to be attractive capital sources to non-Haitian customers.

11.1 Overseas Private Investment Corporation ("OPIC")

OPIC, formed in January 1971, is an independent agency of the U.S. Government. OPIC is the U.S. Government's development finance institution. As such, OPIC mobilizes private capital, especially U.S.-sourced capital, to help solve critical development challenges in developing countries, including Haiti. In doing so, OPIC advances U.S. foreign policy and, because OPIC works with the U.S. private sector, it helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both in the U.S. and abroad.

OPIC achieves its mission by providing projects which have significant U.S. citizen ownership or management with support for sustainable and economically developmental ventures in developing countries and emerging markets. OPIC does so by providing:

-Debt Financing,

-Political Risk Insurance, and

-Support for Private Equity Investment Funds.

The key to OPIC involvement in a project is U.S. citizen ownership or management in the project. OPIC has a special statutory focus on supporting cooperatives which have U.S. management involvement.

OPIC's Finance products are particularly focused on providing medium-term (3-8 year) financing for capital equipment and facilities, at interest rates akin to conventional commercial rates in the U.S. (e.g., Prime +2%). OPIC is willing to consider Project Financing, viewing the project as a standalone venture without any third party guarantees. For new projects, OPIC typically provides up to 50% of Project costs as debt financing; for expansions of existing projects, OPIC can provide up to 75% debt financing. OPIC Finance's minimum debt transaction size is ordinarily $250,000.

OPIC strongly recommends that U.S. project sponsors who are potential finance applicants contact the OPIC Information Officer at 202-336-8799 or email applyfin@opic.gov to discuss their project proposal prior to beginning the application process.

It should be noted that, in addition to providing political risk insurance (PRI) and debt financing, OPIC has the ability to support U.S. project sponsors in filling equity gaps for worthwhile projects.

11.2 International Finance Corporation ("IFC")

The IFC is the World Bank Group's development finance institution, supporting development projects in developing countries worldwide, including in Haiti.

The IFC has three lines of business: Investment Services, Advisory Services, and Asset Management, as discussed below.

-Investment Services

IFC investment services and financial products include the following:

\--Loans for IFC's Own Account (A-loans)

IFC offers fixed and variable rate loans for its own account to private sector projects in developing countries, including Haiti.

IFC loans may be denominated in either leading world currencies or in the local currency. IFC loans typically have maturities of seven to 12 years at origination, with grace periods and repayment schedules determined by the borrower's cash-flow needs.

IFC operates on a commercial basis, lending exclusively in for-profit projects in developing countries and charging market rates for its products and services.

IFC lends to both early-stage companies and expansion projects of established companies, as well as to intermediary banks, leasing companies, and other financial institutions for in country lending.

IFC's A-loans, for its own account, range from $1 million to $100 million. For startups, IFC A-loans are usually limited to 25 percent of the total estimated project costs for startups (with up to 35 percent for small projects possible). For expansion projects, IFC may provide up to 50 percent of the project cost, provided IFC's investment does not exceed 25 percent of the total capitalization of the project company.

In addition to traditional corporate finance, in which project sponsor guarantees are taken, IFC is willing to extend loans on a "Project Finance" basis—i.e., that are repaid from Project cash flow and without recourse or with only limited recourse to Project sponsors.

\--Syndicated Loans & Management

IFC's Syndicated Loans & Management Department mobilizes funds for IFC through a number of sophisticated vehicles, including the following:

-Syndicated "B" Loans, which allow participants to enjoy the advantages of IFC's status as a multilateral institution and Preferred Creditor;

-Coordinated and/or syndicated parallel loans, under which IFC acts as an arranger for other Development Institutions on larger credit exposures; and

-A Loan Participations, which allow IFC to better manage its client, country or sector risk exposure through Participation Agreements with other financial institutions.

The Providers of funds under IFC's B Loan Program are mainly commercial banks, while the providers of funds for parallel loans are mainly development finance institutions (DFIs) and international financial institutions (IFIs).

\--Equity Finance

IFC takes equity stakes in private sector companies and other entities such as financial institutions, portfolio and investment funds in developing countries, as a long-term investor. IFC usually maintains equity investments for a period of 8 to 15 years, and does not take an active role in company management.

IFC invests directly in companies' equity, for its own account, and also through private equity funds. IFC generally subscribes for between 5 percent and 20 percent of a project's equity, and also invest through profit participation loans, convertible loans, and preferred shares. To meet host country national ownership requirements, IFC shareholdings may be treated as domestic capital or local shares.

\--Structured Finance

In recent years, IFC developed special structured finance products to provide cost-effective forms of financing that are not otherwise readily available to clients in emerging markets like Haiti.

In doing so, IFC's focus was on providing long-term local currency solutions and access to local capital markets. These products helped clients diversify funding, extend maturities, access new investors, and obtain local currency funding.

To extend beyond its existing structured finance product portfolio, IFC also worked with financial intermediaries to offer new products and access new markets that help further IFC's mission.

\--Risk Management Products

In the past, IFC has offered companies in developing countries a range of financial risk management products (or derivatives) that are generally available in international finance markets for developed countries. In providing these products, IFC acted generally as an intermediary between the international finance markets and private companies in emerging markets.

IFC risk management products are available to IFC's private sector clients in emerging markets in order to hedge currency, interest rate, or commodity price exposure. For example, a private electric utility operating and receiving revenues in host country currency can hedge against host country currency risks by using these products.

In light of the financial and policy risks for IFC in providing derivatives and other risk management products, IFC may not currently provide these products; however, IFC certainly has the expertise to assist clients with these risk management products by either sourcing them itself, or by directing the client to other sources.

\--Local Currency Loans and Hedges

In its lending activity, IFC serves companies with revenues in local currency who wish to borrow in their local currency, rather than borrowing in a foreign currency and incurring currency risk. IFC local currency financing not only helps develop local capital markets, but it also enhances the creditworthiness of borrowers that receive financing in the same currency as their revenues.

IFC provides local currency debt financing by providing direct loans from IFC, denominated in local currency. IFC also provides two more complex local currency financial services: risk management swaps, which allow IFC clients to hedge existing or new foreign currency liabilities with local currency options; and structured finance, which enables IFC clients to borrow in local currency from other sources.

\--Private Equity and Investment Funds

IFC is a significant supporter of emerging markets, having invested in emerging market private equity funds since the 1980s, and having backed approximately 10% of the EM funds coming to market since 2000. IFC's $3 Billion portfolio is widely distributed across all regions including, Latin America.

\--Trade & Supply Chain Finance

Through its Trade and Supply Chain Department, IFC works with a global network of more than 500 bank partners and issues credit enhancements that provide trade finance liquidity that helps SMEs in the world's poorest countries join the global trading system. IFC does this through several programs, namely:

-IFC's Global Trade Finance Program (GTFP), which issues trade credit guarantees in emerging market trade transactions;

-IFC's Global Trade Liquidity Program (GTLP), which channels liquidity to targeted markets by providing trade credit lines and refinancing portfolios of trade assets held by selected banks;

-Other trade finance programs that address gaps in the availability of working capital in emerging markets, including IFC's Global Warehouse Finance Program (GWFP), Global Trade Supplier Finance (GTSF) program, distributor finance, structured trade finance, systemic liquidity solutions, and its Critical Commodities Finance Program (CCFP).

-Advisory Services

In addition to pure financial services, IFC has in the past offered advisory services to national and local governments on how to improve their investment climate and strengthen basic infrastructure, and to client companies on such issues as improving corporate governance, strengthening risk management, and becoming more sustainable - financially, environmentally, and socially.

-IFC Asset Management Company

Through its Asset Management Company, created in 2000, IFC invests in emerging market (EM) private equity funds, including for Latin America. IFC is a significant player in EM funds, having backed around 10% of the funds coming to market since 2000 and with a current EM fund portfolio of approximately $3.0 billion committed to about 180 EM funds.

11.3 InterAmerican Development Bank ("IDB")

The InterAmerican Development Bank (IDB) is a regional multilateral development finance institution focused on Latin America and the Caribbean. IDB has a significant operating history and, over the years, has supported thousands of projects in agriculture and rural development, education, energy, environment and natural disasters, financial markets, health, private firms and Small-to-Medium Enterprise Development, reform/modernization of the state, regional integration, science and technology, social investment, sustainable tourism, trade, transport, urban development and housing, water and transportation, and other areas.

The IDB provides financing for private sector projects with developmental benefits, and it has a very significant impact and presence in Haiti: since 1961, IDB has approved nearly 600 projects, involving many millions of dollars of economic activity, in a broad range of project areas.

To support private sector financing and technical assistance, IDB utilizes a variety of financial instruments such as loans, capital investments and grants, as well as partial credit guarantees, guarantees for confirming letters of credit, syndicated and subordinated loans, and direct financing through value chains. IDB loans are provided on competitive commercial terms and conditions, at competitive commercial rates.

The IDB provides its private sector services through four windows, namely: IDB's Structured and Corporate Finance (SCF) Department; The Inter-American Investment Corporation (IIC); the Multilateral Investment Fund (MIF); and the Opportunities for the Majority (OMJ) Program, each of which is further discussed below.

-The IDB's Structured and Corporate Finance (SCF) Department

The IDB's Structured and Corporate Finance (SCF) Department focuses on large infrastructure projects, including private utilities and infrastructure operators, and with other large and medium businesses, banks and financial institutions, and state-owned enterprises on projects that have significant developmental impact.

In doing so, SCF provides tailored medium- and long-term direct loans, guarantees and technical assistance for private sector clients with assets above $500 million and large-scale projects. SCF also plays a syndication role, mobilizing third party resources of commercial banks, institutional investors, co-guarantors, and other co-lenders.

IDB describes the types of financial Instruments available through IDB's Structured and Corporate Finance (SCF) Department, and their associated Terms, as follows:

Instruments: Larger-scale project/structured finance and corporate finance; Syndicated loans (A/B Loan Program); Senior and Subordinated Loan that qualifies as Tier 2 capital for financial institutions; Loans to funds and FIs; Trade finance

Terms: Up to $200 million in financing, with typical maturities of between 5 to 15 years. On an exceptional basis, it can increase its financing to up to $400 million and maturities may reach up to 30 years.

Instrument: Partial credit guarantees – risk sharing facilities

Terms: Up to $200 million. On an exceptional basis, it can increase guarantee to up to $400 million.

Instrument: Technical assistance

Terms: From $100,000 to $1.5 million

Instrument: Equity

Terms: Not available

-The Inter-American Investment Corporation (IIC)

The Inter-American Investment Corporation exclusively focuses on providing direct and indirect financing to small and medium-sized enterprises in Latin America and the Caribbean. The IIC invests only in for-profit projects and charges competitive rates for its products and services.

The IIC provides loans, guarantees, equity and quasi-equity to small and medium-sized enterprises (SMEs) that are profitable and whose business does not damage the environment. Key IIC focus sectors include: agriculture and agribusiness, aquaculture and fisheries, chemicals and plastics, energy, education, healthcare, infrastructure, livestock and poultry, wood, pulp and paper, manufacturing, industrial processing zones, and textiles.

IDB describes the types of financial Instruments available through IIC, and their associated Terms, as follows:

**Instruments:** **Equity and quasi-equity**

Terms: Deal size ranges from $2 million to $10 million, with divestment period of 4 to 10 years; Equity (common or preferred shares): 5% to 20% stake, Typically no board participation, Defined exit strategy; Loans with upside component: Revenue or earnings participation, Warrants or conversion rights; Subordinated debt: Grace periods of 2 years or more.

Instrument: Loan

Terms: Small business loans (FINPYME Credit): Size: $100,000 to $600,000 (up to 20% of annual gross sales); Currency: US dollars; Maturity of 3 to 7 years; Interest Rates: Fixed, determined at the time of approval and held for 90 days. Loans to medium-sized firms: Amount: between $1 million and $20 million. In some markets, this transaction can be complemented with syndicated loans; Currency: U.S. dollars and in local currency in certain markets; Term: 1 to 15 years; Interest Rates: competitive fixed or variable interest rates. Financial Intermediaries: Lines of credit to support expansion and development of financing products targeting SMEs; Working capital lines; Financial and operating lease lines; Trade finance facilities; Syndicated A/B loans; and Agency lines.

Instrument: Partial Credit Guarantees

Terms: This product is designed to enhance the credit rating of public issues. Typical terms: Size of issue: $15 million - $100 million; Enhancement: 10% to 25% or $2 million to $10 million; Term of Issue: 4 to 7 years; Currency of Issue: US$ or local currency; Currency of Guarantee: US dollar or local currency.

Instrument: Technical Assistance

Terms: FINPYME program: comprehensive package of value-added services for SMEs. The IIC offers technical assistance to IIC potential and current clients through five different categories: 1. Feasibility studies; 2. Strengthening client's supply chain; 3. Enhancing competitiveness; 4. Monitoring IIC projects; and 5. Environmental and social review.

-The Multilateral Investment Fund ("MIF" (or "FOMIN" in Spanish))

The Multilateral Investment Fund works exclusively with local partners, and mostly with private firms. It provides technical assistance for the private sector in Latin America and the Caribbean and it is also one of the region's biggest investors in microfinance and in small business venture capital funds. MIF finances projects that are aimed at increasing access to finance, markets and capabilities, and basic services.

The MIF does not directly finance micro or small enterprises. Instead, MIF financing is primarily in the form of grants (maximum $2 million), and long-term loans (maximum $1 million) and equity investments (maximum $5 million).

IDB describes the types of financial Instruments available for IDB Multilateral Investment Fund (MIF) Projects, and their associated Terms, as follows:

Instruments: Equity

Terms: Depend[s] on client needs, but typically between $2 and $5 million for venture capital and microfinance funds and between $1 and $3 million for financial intermediaries

Instrument: Loan

Terms: Depend[s] on client needs but typically between $2 and $3 million with terms according to market conditions.

Instrument: Partial Credit Guarantees

Terms: Not available

Instrument: Grants

Terms: Up to $2 million for a project

\--Opportunities for the Majority (OMJ) Program

MIF's Opportunities for the Majority (OMJ) Program makes larger-scale investments in innovative business models that provide high-quality goods and services for low-income (base-of-pyramid or "BOP") populations. The objectives for the OMJ are to bring the poor into the formal economy, create jobs and address market failures from the perspective of the poor.

OMJ provides loans, partial credit guarantees, and technical assistance to private sector organizations that invest in projects that target the region's base of the pyramid population. OMJ loans and partial credit guarantees typically range from $3 million to $10 million, with a maximum of $20 million. OMJ technical assistance projects ordinarily range from $100,000 to $500,000 and are used to fund feasibility studies, market research, pilot business models, and other large-scale business model innovations.

IDB describes the types of financial Instruments available for IDB Opportunities for the Majority (OMJ) Projects, and their associated Terms, as follows:

Instruments: Loan

Terms: $3 million to $20 million with up to 15-year maturity

Instrument: Partial credit guarantees and risk sharing facilities

Terms: $3 million to $20 million

Instrument: Technical Assistance

Terms: From $100,000 [to] $ 500,000

Instrument: Equity

Terms: Not available

\--Impact Investing

All four of the IDB windows have special programs to support "impact investing." For this effort, the IDB typically partners with institutional investors, high net worth individuals, foundations and other impact investors to mobilize financing and provide technical assistance for projects seeking to address the needs of the low-income populations.

All impact investment projects are screened for developmental impact and are subject to high environmental, labor, health and ethical standards. Impact investing projects are priced based on market pricing and are structured to ensure repayment of invested resources.

The IDB also partners with impact investors to co-finance projects through equity investments, syndicated loans and partial credit guarantees. A wide range of products and services can be put to work with a wide range of players, ranging from microenterprises to large companies, to financial intermediaries and non-profit organizations.

IDB describes the types of financial Instruments available for Impact Investment projects through the IDB's four windows, and their associated Size, as follows:

Instrument: Grant (Multilateral Investment Fund)

Size: [Not stated]

Instrument: Grant (Opportunities for the Majority)

Size: [Not stated]

Instrument: Equity (Multilateral Investment Fund)

Size: Below $5 Million

Instrument: Equity (Inter-American Investment Corporation)

Size: Above $5 Million

**Instruments:** **Debt** **(Multilateral Investment Fund)**

Size: Less than $5 Million

**Instrument:** **Debt** **(Opportunities for the Majority)**

Size: Up to $10 Million

**Instrument:** **Debt (Inter-American Investment Corporation)**

Size: $5 Million to $10 Million

Instrument: Debt (Structured and Corporate Finance Department)

Size: Above $10 Million

Instrument: Co-Investments (Opportunities for the Majority)

Size: [Not stated]

**Instrument:** **Co-Investments** **(Structured and Corporate Finance Department)**

Size: [Not stated]

11.4 Private Venture Funds and Other Development Funds

In addition to the foregoing public and multilateral institutions, there are a number of private venture funds that operate in Haiti.

### Chapter 12: Intellectual Property

**12.1 Overview**

As most lawyers will know, different legal regimes apply to determine intellectual property rights, depending on whether the matter is governed by trademark, copyright, patent, or trade secret law.

The U.S. State Department advises:

Haitian law protects copyrights, inventions, patent rights, industrial designs and models, special manufacturer's marks, trademarks, and business names. The law penalizes persons or enterprises involved in infringement, fraud, or unfair competition. In order to ensure the protection of these rights, the law requires that certain formalities, such as registration with the Ministry of the Interior, be observed. The constitution recognizes certain intellectual property rights, such as scientific, literary, and artistic properties. Weak enforcement mechanisms, inefficient courts, and judges' poor knowledge of commercial law significantly dilute the effectiveness of statutory protections. Moreover, injunctive relief is not available in Haiti, so imprisonment of offenders is often the only way to enforce compliance.

Haiti is a signatory to the Buenos Aires Convention of 1910, the Paris Convention of 1883 regarding patents, and the Madrid Agreement regarding trademarks. Haiti has ratified the Berne Copyright Convention.

The US Patent and Trademark Office is responsible for IP issues.

Like Haiti, many developed countries are signatories to the Buenos Aires Convention of 1910,352 and the Paris Convention of 1883, and have ratified the Berne Copyright Convention. In addition, Haiti is a Member of the General Inter-American Convention for Trademark and Commercial Protection, which protects trademark registrations in the U.S. and nine Latin American countries. Accordingly, this Chapter will focus on protection in Haiti of intellectual property rights belonging to nationals of countries party to these international conventions.

12.2 Trademarks & Commercial Names

Haiti is a Member State of the General Inter-American Convention for Trademark and Commercial Protection,356 and Haitian legislative law also protects trademarks, business names and special manufacturer's marks.

The General Inter-American Convention for Trademark and Commercial Protection was adopted in 1929, and its Host Institution is the Organization of American States. This Convention has ten Member States namely: Colombia, Cuba, Guatemala, Haiti, Honduras, Nicaragua, Panama, Paraguay, Peru and the United States. This Convention defines standard procedures among the Member States for "registration, opposition, cancellation and trademark abandonment." Importantly, this Convention provides that "the owner of a mark protected in one of the member states may oppose the use or registration of an interfering mark by a third person in another one of the member states, if the third party had knowledge of the existence and continuous use of the senior mark."

Inasmuch as the General Inter-American Convention for Trademark and Commercial Protection provides a vehicle for owners of senior marks protected in the United States or in one of the nine Latin American Member States, this Convention provides a vehicle for the owner of such a senior mark to oppose the use or registration in Haiti of an interfering mark. That is, because Haiti is a Member State of the General Inter-American Convention for Trademark and Commercial Protection, Haitian law recognizes the trademark protection afforded by the Convention's ten Member States, including the U.S., and persons who have trademark registration protection under this Convention need take no special steps in Haiti to register their trademark in Haiti.

Persons who have trademark registration protection under the General Inter-American Convention for Trademark and Commercial Protection, of course, may turn to the Haitian courts for redress against trademark infringers, and may have to do so in most cases. However, because of the weak enforcement issues raised by the U.S. State Department above, persons who have trademark registration protection under this Convention may want to implement, wherever possible, strategies that utilize agreements with international arbitration clauses and other vehicles for international enforcement of rights against Haitian infringers.

As discussed below, the Paris Convention,362 of which Haiti is a Member State, provides eligible foreign intellectual property owners "national treatment" in Haiti, which means that Haiti is obligated to grant the same quality and quantity of protection to eligible foreigners as it grants to its own nationals in respect to trade mark and other intellectual property covered by that Convention. In protecting their trademarks in Haiti, persons eligible for the benefits of the Paris Convention may assert the benefits of the Paris Convention if they feel they are not receiving "national treatment" from Haitian authorities.

12.3 Copyright

Haiti is a signatory to the Buenos Aires Convention of 1910, and has ratified the Berne Copyright Convention, and Haiti's Penal Code and certain Presidential Decrees also protect copyrights. It is also a party to the Universal Copyright Convention (UCC Geneva) and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement).366

Inasmuch as the Berne Copyright Convention provides for mutual recognition of copyright without any formalities whatsoever, the Berne Copyright Convention offers powerful legal protection for copyright owners of nationals of Berne Copyright Convention signatory countries. That is, because Haiti has ratified the Berne Copyright Convention, Haitian law recognizes the copyright protection afforded by other Berne Copyright Convention ratifying countries, and persons who have copyright protection under another Berne Copyright Convention ratifying country need take no special steps in Haiti to protect their copyright.

Nationals of countries that have ratified the Berne Copyright Convention may always turn to the Haitian courts for redress of copyright issues arising under that international Convention. However, because of the weak enforcement issues raised by the U.S. State Department above, nationals of countries that have ratified the Berne Copyright Convention may want to implement, wherever possible, strategies that utilize agreements with international arbitration clauses and other vehicles for international enforcement of rights against Haitian infringers.

12.4 Patents & Industrial Designs

Haiti is a signatory to the Paris Convention of 1883 on patents, marks, industrial designs and other industrial property other than copyright, and Haitian legislative law also protects patents.

-Paris Convention for the Protection of Industrial Property

The Paris Convention for the Protection of Industrial Property ("Paris Convention")

addresses patents, marks, unfair competition..., and the related industrial property of industrial designs, utility models, geographical indications, trade names, possibly trade secrets within the context of unfair competition, but not copyright. The Convention secures for nationals, those domiciled, and those having a real and effective industrial or commercial establishment within a country party to the Convention, the important procedural advantages of national treatment and priority rights in respect of patents and trademarks....

Nationals of, and persons domiciled in, the Paris Convention's Member States, and those having a "real and effective" industrial or commercial establishment in a Member State are eligible for the benefits of the Convention. Under the Convention, persons eligible for the benefits of the Convention are entitled to "national treatment", which means "that each member state grant the same quality and quantity of protection to eligible foreigners as it grants to its own nationals in respect to the intellectual property enumerated in the Convention."

-Haitian Law

Haitian legislative law accords any new discovery or invention "the exclusive right to exploit it to his own profit, under the conditions and for the time prescribed by law. This right is granted by the title or patent (brevet) issued by the Haitian State]." This law also defines inventions that may be patented, specifies the material that must be submitted in the application, enumerates the grounds for refusal of a patent, and provides for payment of a fee upon the issuance of a patent. Patents may be issued for five, ten or twenty years, and, when issued, must be published in Le Moniteur[.378

-Patent Protection of Inventions of Non-Haitian Nationals in Haiti

While non-Haitian nationals of a Member State of the Paris Convention may initially obtain a Haitian patent, it seems likely that most such patent-seekers would seek a patent at home first. However, in order to protect an invention from the risk of being practiced in Haiti, non-Haitian nationals would need to seek the issuance of a patent in Haiti in order to have patent protection in Haiti. Persons eligible for the benefits of the Paris Convention may assert the benefits of the Paris Convention if they feel they are not receiving "national treatment" from Haitian authorities.

12.5 Trade Secret Protection

Lawyers seeking to avail their clients of trade secret protection in Haiti can and must use the same practical means and contractual vehicles (e.g., non-disclosure agreements, employment agreements, non-circumvention agreements, etc.) as are commonly used in the United States.

Persons who have trade secret grievance in Haiti, of course, may turn to the Haitian courts for redress against trade secret violators, and may have to do so in most cases. However, because of the weak enforcement issues raised by the U.S. State Department above, persons who have trade secrets to protect may want to implement, wherever possible, strategies that utilize agreements with international arbitration clauses and other vehicles for international enforcement of rights against Haitian infringers.

As discussed above, the Paris Convention,381 of which Haiti is a Member State, provides eligible foreign intellectual property owners "national treatment" in Haiti, which means that Haiti is obligated to grant the same quality and quantity of protection to eligible foreigners as it grants to its own nationals in respect to trade secret and other intellectual property covered by that Convention. In protecting their trade secrets in Haiti, persons eligible for the benefits of the Paris Convention may assert the benefits of the Paris Convention if they feel they are not receiving "national treatment" from Haitian authorities.

12.6 Fraud and Unfair Competition

As noted above, Haitian law penalizes persons or enterprises involved in fraud or unfair competition, two causes of action that often arise in connection with intellectual property infringement. Those causes of action sound in tort (delict or quai-delict) under the Civil Code, and under Haitian intellectual property legislation.

-Causes of Action Sounding as Civil Code Delicts

As previously noted, the triggering of obligations for the commission of delicts and quasi-delicts (torts), and the measurement of those obligations, are specified by Haiti's Civil Code, and this includes the commission of fraud and other delicts recognized by Haiti's Civil Code.

\- Causes of Action Sounding under Haiti's Intellectual Property Legislation

Haiti's principal intellectual property legislation provides an additional basis for seeking sanctions against intellectual property infringers. This law provides sanctions for violations and associated penalties, including fines and confiscations. Violations of the law also provide the basis for a private cause of action against the violator.

### Chapter 13: Taxes

**13.1 Overview**

In addition to other taxes, fees and duties for specific industries and specific types of transactions or permits, commercial companies operating in Haiti pay standard income tax, stamp taxes, _licence_ and _patente_ fees, and civic tax ( _contribution civique_ ). In this connection, Haiti's tax regime consists of the Corporate Revenue Tax Law, Payroll Tax Act, Decree on Customs Code, Decree on Tax ID Card, Decree on License (Patente), Income Tax Law, the Law on Stamps, and Tax on the Turnover Law.

With very few exceptions, Haitian and foreign companies operating in Haiti are subject to the same tax regulations and must pay the same taxes, regardless of their line of business.

The Government's fiscal year runs from October 1 through September 30.

13.2 Tax Registration Card

All persons and firms engaged in commercial activities must obtain a Tax Registration Card. The Tax Registration Card is issued by the Direction Générale des Impôts (DGI) for an annual fee of HTG300 for individuals and HTG600 for legal entities or companies.

13.3 Income Tax

Corporate taxes amount to 30 percent of profits, as compared to personal income taxes, which vary between 10 percent and 30 percent, depending on the individual's income bracket.

In addition, companies engaged in certain types of business have special income tax rate schedules for that industry. For example, there is a special schedule for insurance company income taxes, ranging from 5% to 30% of profits.

As discussed below, the Government of Haiti offers foreign investors substantial tax incentives for investments in key sectors and types of activity.

13.4 Occupation Tax

All individuals and firms engaged in certain occupations must pay an Occupation Tax. The Occupation Tax consists of two components: a fixed levy and a variable levy. The fixed levy depends on the sector of economic activity and the group belonging to which the commune where the activity is carried out.

13.5 Other Taxes

As mentioned above, Haiti's tax regime includes other taxes, including the following, which will be more fully discussed in future versions of this document:

-Stamp Taxes

-Licence Fees and Patente Fees

-Civic Tax ( _Contribution Civique_ )

13.8 Tax Exemption Investment Incentives

Investment incentives provided by the Government to incentivize new investment in certain sectors are very substantial financial benefits that can have a material impact on the profitability of a new eligible investment. These tax exemptions exclude eligible investments, depending on the sector, from certain obligations for payment of the following types of taxes:

-taxes on certain imports necessary for the conduct of business in certain sectors,

-payroll and internal direct taxes for up to 15 years in certain sectors,

-individual income taxes on income generated by investments in certain sectors,

-real estate property taxes on certain types of buildings for tourism and related sectors, and

-sales taxes.

### Chapter 14: Customs

As in most countries, Customs is a major headache for those trying to do business in Haiti—on both the import and the export side. Because almost everything needed for doing business in Haiti must be imported, frustrations with Customs on the import side are near universal.

This Chapter is intended to provide a high-level explanation of the Haitian Customs regime, with the ambition that it may be easier to do business in Haiti with a basic understanding of that regime.

14.1 Import Duties & Taxes

-Import Duties

Imported goods are subject to payment of Customs duties and various taxes. Duties and taxes are payable to the Haitian Customs Administration, and any land, sea or air cargo vessel arriving in Haiti must be presented to the Haitian Customs Administration for assessment and payment of duties and taxes.

The value of imported goods is generally the basis for Customs duties and taxes, based on either FOB or CIF valuations. Specifically, valuations are based on: the higher of original invoice or Blue Book or other public quote; plus documented insurance cost; plus documented freight costs, including port charges. There is a procedure for verifying CIF valuations.

\--Generally Applicable Duties

Generally, duties do not exceed 15% of valuation. Customs formalities take from 24 to 48 hours if all forms are in order, and many importers complain about unnecessary Customs delays.

Haiti's Custom's Duty Schedules are lengthy and detailed, with some specified goods not subject to a duty, some specified goods subject to a 15% duty, and other specified goods subject to duties ranging from 3% to 20%.

\--Customs Duty Exemptions

A variety of imported goods are exempt from Custom duties—e.g., subject to prior authorization from the Ministry of Economy and Finance and the Ministry of Planning, Registered Non-Governmental Organizations (NGOs) are exempt from Customs Duties on food products and non-commercial imports of medical materials and equipment. Also exempt are such goods as: traveler's luggage; educational and teaching materials; and agricultural equipment.

-Import and Import-Related Taxes & Fees

\--CIF Verification Fee

The CIF verification process mentioned above carries with it a CIF Verification Fee of 5% of the CIF valuation, which may be waived for goods in transit, storage, or temporary entry regimes, personal effects and goods for diplomatic missions.

\--Value-Added Tax (TCA)

With certain exceptions, a 10% Value-Added Tax (TCA) is collected as a general tax on the local sale of goods. The 10% TCA is applied to the CIF Valuation of imported goods at the time of import.

\--Contribution to Management Funds for Territorial Collectives (CFGCDT)

With certain exceptions, a 2% CFGCDT Fee is applied on all imports.

\--Excise Tax on Imported Cars and Fuels

Excise taxes are also levied on certain imported cars (10% of Valuation) and fuels (90% of CIF Valuation on gasoline, 40% on diesel oil, 30% on kerosene, 2% on fuel oil and lubricants, and 3% on aviation fuel).

\--Additional Excise Taxes

Certain imported (and locally produced) goods, such as tobacco, alcohol, sugar, flour, carbonated water and certain "luxury food products", are also subject to payment of excise taxes.

\--New and Used Vehicle Registration Tax

New and used automobiles, buses, trucks and vans are subject to a registration tax set at 5% to 20% of the Customs valuation, with higher duties applicable to more expensive vehicles.

\--New and Used Car Taxes

New and used cars are subject to additional taxes between 5% and 30% of valuation, though some large buses and trucks are exempt from taxation.

\--Transit Duties

Goods in transit are subject to a relatively nominal transit duty.

\--Custom Storage Duties

The Customs Administration charges a Customs Storage Fee equal to 2% of Customs value per month of Customs storage. In addition, some shipping lines charge demurrage fees for clients whose goods are unloaded within, say, 17 days, and expediters are often contracted to expedite movement of goods.

-Customs Exemption Incentives For Certain Types of Investments

Government policy imposes significant import duties on most items needed to conduct business in Haiti: e.g., especially high import duties are imposed on high value and high technology equipment needed for the telecommunications and Internet businesses. For this reason, the investment incentives made available by the Government, which exclude eligible investments from import duties, security deposits and other constraints on imports necessary for the conduct of business in certain sectors, are very substantial financial benefits that can have a material impact on a new eligible investment.

Recognizing the importance of a smoothly operating Customs function for Haiti's development, and the critical importance of certain priorities, the Government has instituted a number of reforms to the process of clearing imports through Customs, including establishment of a special Customs Desk for Non-Profit Organizations.

-SGS Pre-Shipment Inspection Agreement

Under a Pre-Shipment Inspection Agreement with Societe General de Surveillance (SGS), subject to certain limited exemptions, all imports with a value exceeding USD$5,000, and all containers, must be inspected by SGS before shipment to Haiti. The SGS inspection certificate is to be affixed to the other shipping documents, and presented to Haitian Customs upon entry into the Customs territory.

14.2 Export Licenses & Duties

Exports are subject to an export license and export duty regime, through which the Government impose requirements that are designed to advance Government policy: e.g., to protect Haitian consumers against the export of goods which Government policy wishes to assure remain readily available to consumers in Haiti, and to extract revenue from foreign consumers of Haitian exports of high value goods.

Note also that Government policy and practice seeks to encourage new investment in Haitian exports by providing export incentives for the location of new investments in Foreign Trade Zones which, by definition, waive export duties and many export constraints.

14.3 Professional Identity Card

All Haitian importers and exporters must obtain a professional identity card issued by the Ministry of Trade and Industry for an annual fee of HTG50.

Before the professional identity card is issued, importers and local producers must obtain a tax registration card and an occupation tax certificate. All imports require a customs declaration showing the customs regime to which the goods are subject.

14.4 Customs Commercial Invoice Documentation

In order to avoid delays at Customs, importers/exporters must have one original and three copies of a commercial invoice. The invoice must be printed on company letterhead that contains the firm's complete address and telephone number. All other types of invoices could cause shipments to be delayed in customs. An original and a copy of the invoice, both signed as originals, are required for all international shipments.

The commercial invoice must specify:

-Complete name and address information of both shipper and consignee;

-Phone numbers of both shipper and consignee;

-Terms of Sale (Incoterm);

-Reason for export;

-A complete description of the item

-What is the item used for? Harmonized tariff codes, if known; country of origin (where manufactured) for each item;

-Number of units, unit value, and total value (purchase price) of each item;

-Number of packages and total weight;

-Shipper's signature and date;

-A nominal or fair market value for items of no commercial value.

The Bill of Lading must include:

-Name of the vessel (sea freight);

-Identification number (air freight);

-Name of the shipping company;

-Port of origin;

-Port of destination;

-Complete manifest of the cargo and the volume on which the freight calculation was based. Nature of the merchandise (not necessary if the merchandise is in bulk).

### Chapter 15: Nationality & Immigration

This Chapter is intended to provide a high level overview of the issues relating to Nationality and Immigration issues.

15.1 Constitutional Provisions

With respect to Nationality, Haiti's Constitution provides:

Any person born of a Haitian father or Haitian mother who are themselves native-born Haitians and have never renounced their nationality possesses Haitian nationality at the time of birth.

The law establishes the conditions in which an individual may acquire the Haitian nationality.

Any Haitian, except for the privileges reserved to Haitians of origin, is subject to all the rights, duties and obligations attached to their Haitian nationality. No Haitian can make their foreign nationality prevail on the territory of the Republic.

15.2 Visas and Work Permits

The procedures for entering Haiti are relatively straightforward. A valid passport is mandatory. Visas are only required for citizens of the Dominican Republic, China, Colombia, and Panama who are not holders of an American, Canadian, European visa, residence card or passport.

Investors are free to hire foreign employees subject to obtaining a work permit issued by the Ministry of Labor. Persons who travel with a non-Haitian travel document and who work or intend to work in Haiti are required to obtain a Work Permit.

Tourists can stay in Haiti for a maximum of 90 days without further formalities. Persons over the age of 21 who travel with a non-Haitian travel document and who intend to remain in Haiti for more than three months are required to obtain a _Permis de Sejour_.404

### Chapter 16: Rights & Obligations of Foreigners

This Chapter provides an overview of the rights and obligations of non-Haitian nationals in Haiti.

16.1 Civil Rights and Obligations

The Constitution provides that foreigners enjoy the same protections and the same civil rights in Haiti as Haitian nationals, subject to legal provisions regarding the right to own real property, the right to practice a profession, engaging in the wholesale trade, serving as a commercial representative, and engaging in import and export operations.

Foreigners' right to be admitted to or remain in the country are as established by Haitian law. The Constitution also provides that a foreigner may be expelled from the country if he becomes involved in political life, or in other cases determined by law. At the same time, the Constitution recognizes the right to asylum for political refugees.

16.2 Ownership of Property

The right to own real property is accorded to "aliens resident in Haiti for the needs of their sojourn in Haiti", though resident aliens may not own more than one dwelling in the same Arrondissement and may not engage in the business of renting real estate. In addition, "[no] alien may be the owner of a building bounded by the Haitian land border."

Foreign companies engaged in "real estate promotion" may receive a special legal status. Under a separate Constitutional provision, resident aliens and foreign companies are to be accorded the right to own real property "for the needs of their agricultural, commercial, industrial, religious, humanitarian or educational enterprises", subject to limits and conditions prescribed by law. This right terminates five (5) years after an alien ceases to reside in the country or the foreign company terminates operations, pursuant to provisions of Haitian law regarding the transmission and liquidation of property owned by aliens.

16.3 Inheritance of Real Property

Legal limitations on the rights of foreigners to own land in Haiti come into play when a foreigner is an heir of real property. The Haitian court operates under a series of rules that are based on a variety of factors including Haitian succession laws, the nationality of the co-heirs or co-legatees, whether the deceased was a naturalized Haitian, whether the property may be owned by foreigners, and whether the laws of the foreigner's nationality establish restrictions on the inheritance rights of Haitians.

16.4 Rights of Foreigners to Engage in Commerce and Industry

As noted above, Haiti's Constitution recognizes limits on the rights of foreigners to engage in the wholesale trade, serve as a commercial representative, and engage in import and export operations.

16.5 Rights of Foreigners to Engage in the Professions

-Practice in the Profession of Law

Under Haitian law, the Practice of Law is reserved to Haitian nationals.

-Profession of Notary

Under Haitian law, a Notary must be a Haitian national.

-Practice of Medicine, Pharmacy, Dentistry & Allied Professions

Under Haitian law, foreigners may practice as physicians, pharmacists, dentists, and midwives, subject to validation of their professional diplomas obtained abroad. Haitian law, at one point, limited the number of foreigners who may practice, as follows: physicians—5; dentists—2; pharmacists—2; and midwives—1.

16.6 Obtaining a Work Permit

Persons who travel with a non-Haitian travel document and who work or intend to work in Haiti are required to obtain a Work Permit. This includes missionaries, teachers, businessmen, retirees and students. Persons who need to apply for a Haitian work permit must do so at the offices of the Ministry of Social Affairs (Ministère des Affaires Sociales).

Issuance of a work permit to a foreigner requires certification that no Haitian employee who possesses the competence or professional training required for the activity for which the work permit is requested, and the undertaking of the foreign employee to engage one or more Haitian trainees in that activity.

Foreigners who perform direction or administration functions are exempt from this requirement, as are certain other specified exceptions, including personnel accredited to diplomatic missions and personnel of international organizations who have a contract with the Government of Haiti.

16.7 Obtaining a _Permis de Séjour_

Persons over the age of 21 who travel with a non-Haitian travel document and who intend to remain in Haiti for more than three months are required to obtain a _Permis de Séjour_. This includes missionaries, teachers, businessmen, retirees and students. Applications for this document can be made in Haiti at the Direction de l'Immigration, located at Avenue John Brown, in Port-au-Prince (downtown).

Persons in the United States may make an application in the United States by providing the following documentation to the closest Haitian Consulate or Haitian Consular Agent:

-Letter stating the reason you intend to spend more than three months in Haiti

-Statement of good behavior from a local U.S. police station

-Set of fingerprints from a local U.S. police station

-Two (2) ID-style photos

-Photocopy of the first three pages of your passport

-Medical certificate from your U.S. doctor

-Bank statement

16.8 Limitations on the Percentage of Foreign Workers

Under Haitian law, in all establishments employing labor, at least 95% of the workers must be Haitians.

16.9 Marriage in Haiti

Foreigners may be married in Haiti, under Haitian law. The U.S. Embassy in Haiti provides the following information to U.S. citizens wishing to be married in Haiti, as follows:

American citizens who wish to be married in Haiti should first pay a visit to the Civil Registrar where they wish to get married. The Civil Registrar will request proof of identity and a list of potential witnesses.

A mandated blood test and four-to-five day waiting period is often waived for American citizens but may be required by the Civil Registrar.

The couple may purchase an " _Acte de Marriage Civil_ " from the Bureau des Contributions for approximately 350 gourdes (usually it is provided by the Civil Registrar). They should then present the following items at the Bureau de l'Officier d'Etat Civil and make an appointment for the marriage ceremony.

1. Identification Cards/Passports, Birth Certificates

2. Blood test (if not waived) performed at the "Institut du Bien Etre Social"

3. List of at least two witnesses (Witnesses must have ID Cards or Passports)

4. Certified Copy of Divorce Certificate if previously married or of Death Certificate if previous spouse died.

The Officier d'Etat Civil will makes an appointment for the marriage ceremony within 15 days (two Sundays have to go by).

The Acte de Marriage may be authenticated by the Consular Section after the civil ceremony for a US $50 fee. The notarization is only an authentication of the signature of the presiding civil registrar, not a judgment on the part of the authenticating officer as to the validity or truth of the contents of the document. It may, however, be useful to have the 'Acte de Marriage' authenticated to facilitate its acceptance by agencies in the United States.

16.10 Divorce in Haiti

Just as non-Haitian nationals may be married in Haiti, non-Haitian nationals may also be divorced under Haitian law. The U.S. Embassy in Haiti provides the following information on the subject:

The Haitian Office du Divorce des Etrangers has provided the following information concerning Haitian divorce laws for foreigners:

-Bilateral Divorce: (mutual consent)

The plaintiff appears in person in court to submit the following documents:

1. Letter of information, executed and completed by the plaintiff

2. Marriage certificate, or a copy, or a notarized affidavit

3. The defendant's waiver, power of attorney and submission to jurisdiction, executed and completed by the defendant before a notary public

4. A copy of the separation agreement (not mandatory)

5. Identification: can be a passport, certificate of naturalization, alien card, driver's license, etc.

The Haitian court will render a judgment of divorce 24 hours after the plaintiff's appearance. The client receives two copies of the divorce decree. The person obtaining the divorce may choose to have the Consular Section of the U.S. Embassy authenticate the signature of the Haitian official granting the divorce. This service costs $50.00 US.

-Unilateral Divorce:

The plaintiff must submit the same documents requested for a bilateral divorce, with the exception of the waiver listed in number 3 above. In the case of a unilateral divorce, the defendant does not execute a waiver. He/she does not submit to the Haitian jurisdiction and is not represented by an attorney at the hearing.

The judge notifies the defendant that an action for divorce has been instituted against him or her immediately after the initiation of the proceedings. Defendants living in the Western Hemisphere must respond within 12 days. Residents of other continents are granted 20 days in which to respond. If the defendant fails to respond within the required time period, the judgment is rendered by default.

In both types of divorce actions, the plaintiff may leave immediately after his or her court appearance. Decrees will be mailed upon completion.

### Chapter 17: Foreign Investment & Investment Incentives

In recent years, Government policy has strongly incentivized new investments in certain sectors. This Chapter provides summary information on those investment incentives.

17.1 Investment Incentives

The Government's Center for Facilitation of Investments (CFI) has provided the following excellent summary information about investment incentives offered by the Government of Haiti in connection with investments in certain eligible investment sectors.

-Export And Re-Export (Exclusively)

All business which services or products are geared towards export or re-export ....

-Tax and customs duty exemption for import of material and equipment necessary for establishment and operation of business

-Exemption from security deposits and other constraints on temporary entry of raw and packaging materials

-Exemption from payroll taxes and other internal direct taxes for up to 15 years

-Exemption from audit charges

-Agriculture

High Sea Fishing, Industrial Aquaculture, Livestock, Horticulture, Forestry....

-Tax and customs duty exemption for import of material and equipment necessary for establishment and operation of business

-Handicrafts

Sculpture, paintings, iron works, wood works, pottery, embroidery, tannery, spinning and weaving, printing, tapestry, printing on fabric ....

-Exemption from Customs Tariff Code security deposit for temporary entry imports

-Exemption from payroll taxes and other internal direct taxes for up to 15 years

-National Industry

Transformation of raw material of local or foreign origin into value-added product and at least 35% aimed at local consumption; excludes packaging of foreign products sold in local market....

-Tax and customs duty exemption for import of material and equipment necessary for establishment and operation of business

-Exemption from Customs Tariff Code security deposit for temporary entry imports

-Exemption from payroll taxes and other internal direct taxes for up to 15 years

-Sales tax exemption for industrial businesses that export part of production or sell production to an export company

-Tourism And Related Services

Construction, operation, commercial use of tourist zones; transportation, accommodation, private ports, amusement parks, zoos, botanical gardens, convention centers, theaters, conference halls, exhibition centers, therapeutic/spa, tourism training centers; other investments ....

-Tax and customs duty exemption for import of material and equipment necessary for establishment and operation of business

-Exemption from Customs Tariff Code security deposit for temporary entry imports

-Exemption from individual income taxes for revenue generated by the investment, in accordance with provisions of clauses 26-27 of [Investment] Code

-Exemption from Real Estate Property taxes up to 10 years on buildings open to public or part of national heritage

-Government-owned land leasable for up to 50 years

-Foreign Trade Zones

Promoters, operators and users of foreign trade zones (physical persons or corporate bodies) entitled to benefits in Code plus fiscal and customs benefits in law on foreign trade zones...

-Determined by Inter-Ministerial Commission on Investments

-Special Arrangements/Other Sectors

People or Corporate figures who submit qualifications and financial guarantees; Particular collective interest in business because of investment size required, high priority attributed to realization or strategic nature of the field...

-Determined by Inter-Ministerial Commission on Investments on case-by-case basis

### Chapter 18: Labor & Social Legislation

**18.1 Constitutionally Recognized Work Rights**

Under Haiti's Constitution,

Freedom to work is guaranteed. Every citizen has the obligation to engage in work of his choice to meet his own and his family's needs, and to cooperate with the State in the establishment of a social security system.

As provided in the Constitution, "Every employee of a private or public institution is entitled to a fair wage, to rest, to a paid annual vacation and to a bonus", and workers are guaranteed "equal working conditions and wages regardless of their sex, beliefs, opinions and marital status." The Constitution provides that the minimum age for gainful employment and the work of minors and servants will be established by law.

18.2 Constitutional Provisions Regarding Trade Unions and The Right to Strike

The Constitution recognizes the right to strike within the limits established by law.

Under the Constitution, trade union freedom is guaranteed, and workers in the public and private sector have the right to representing his occupation, but no worker "may be forced to join a union."

18.3 Labor-Related Laws

All Haitian employers are required to respect the minimum wage, which is currently set at HTG200, and with the State's minimum health and safety regulations.

In addition, all employees, including temporary employees, must be registered with DGI. Employers are required to contribute to Social Security (ONA), Workers Compensation and Accidental Coverage.

Employers may hire foreign employees with a work permit issued by the Ministry of Labor.

18.4 Department of Social Affairs

The Department of Social Affairs is the Haitian Government agency that has authority and responsibility for labor relations.

18.5 Labor Regulations

Haitian labor regulations specifically provide regulatory rules on a variety of subjects, including the following:

Working Hours: Regulations address Duration of the Work Day, Overtime, Weekly Rest, Rest Periods, End of Work Day, Night Work, Exceptions to the Limitation on Work Hours, and Special Work Schedules.

Paid Vacations

Wages

Occupational Health and Safety

Medical Service

Special Status of Women Workers, and

Special Status of Minors

Labor Contracts, including Individual Labor Contracts, and Collective Labor Contracts

Labor Unions

Labor Disputes

Health Insurance

Pensions and Retirement Benefits

### Chapter 19: Licensing & Regulatory Regimes

**19.1 Practice of the Profession of Law**

The practice of law in Haiti is regulated by law under the aegis of the Haitian Bar.

The practice of law is strictly reserved to Haitian citizens. To be eligible to practice law, a candidate must hold a Bachelor's degree in Law from the State University of Haiti or an equivalent title from a national or foreign university. In addition, the candidate must obtain a certificate of professional aptitude from The Bar, based on two years of practice under the supervision of a member of the Bar.

19.2 Profession of Notary

Under Haiti's Constitution, Notaries are appointed for a lifetime term by the President of the Republic. To be appointed, candidates must meet certain specified requirements. Notaries may be removed for cause.

19.3 Surveyors

The land surveyor is a sworn public official who performs customary land surveying functions. To be appointed, candidates must meet certain specified requirements.

19.4 Practice of Medicine, Pharmacy, Dentistry & Allied Health Professions

The Minister of Health regulates the practice of medicine, dentistry, pharmacy and allied health professions in Haiti.

19.5 Practice of Professional Engineer or Architect

Professional Engineers and Architects are regulated in Haiti by the National Board of Haitian Engineers and Architects (CNIAH).

19.6 Merchants

Haiti's Commercial Code defines a merchant (or _commerçant_ ) as any person who performs commercial acts and makes the performance of commercial acts his primary occupation. An emancipated minor may engage in commerce subject to the fulfillment of certain legal requirements. At one point, the Commercial Code prohibited a woman from engaging in commerce without the consent of her husband.

Haitian merchants are generally required to apply for and obtain a permit from the Commune, and non-Haitian merchants are also required to apply for and obtain a license.

Haitian law requires that persons engaged in a trade or industry register with the Chamber of Commerce of Haiti and adhere to the rules of professional ethics established in the country. Registration with the Chamber of Commerce requires the payment of a small registration fee, and small monthly dues that vary depending on the registrant's activities. In addition, registrants with the Chamber of Commerce must submit a certified copy of their balance sheet to the Chamber of Commerce at the end of each year.

19.7 Banking

There are three (3) State-owned Haitian banks, namely:

Banque de la Republique d'Haiti ("Central Bank of Haiti", "Central Bank" or "BRH")

Banque Nationale de Credit

Banque Populaire Haitienne

BRH is Haiti's Banking Regulation and Supervision Agency. In that capacity, BRH has responsibility for safeguarding the rights and benefits of depositors, preventing operations and transactions that may harm the economy or risk orderly and safe banking operations, and facilitating the efficiency of the credit system. BRH's supervisory capacity is intended to ensure that Haitian commercial banks operate in accordance with internationally accepted standards.

Haitian law governs the formation and operation of banks in Haiti, including regulations for required reserves for demand (sight) deposits and time deposits. Banks are also required to submit monthly reports of operations to the Central Bank.

The commercial banks listed below are privately-owned banks authorized to accept deposits and exercise banking powers in Haiti, of which two (2) are foreign-owned and the remainder are Haitian-owned banks:

Capital Bank

SOGEBANK

Banque Intercontinentale

Banque Metropolitaine D'Haiti, S.A.

Promobank

Unibank

Banque Industrielle et Commerciale d'Haiti

ScotiaBank (affiliated with Bank of Nova Scotia, a foreign-owned bank)

Citibank (affiliated with Citi, a foreign-owned bank)

In addition, the InterAmerican Development Bank (IDB) maintains an office in Port-au-Prince, and a variety of non-bank financial institutions operate in Haiti.

19.8 Commercial or Contract Companies

A company is defined by the Civil Code as a contract in which two or more persons agree to contribute something in common and to share in the profit that may result. Such a company contract must be in writing.

Contract companies are governed by the Civil Code, laws relating to commerce, and by the agreements between the parties. The provisions of law applicable to commercial companies are intended to give effect to commercial laws and usages.

A merchant is defined as a person who performs commercial acts as his customary occupation. Commercial acts are defined by the Commercial Code to include the following:

a. The purchase of goods or produce for resale (whether processed or in the same state), and the purchase of personal property for rental;

b. Manufacturing, commission or transportation businesses;

c. Enterprises for "provisioning supplies, agencies, business offices or public amusements";

d. Operations in banking, brokerage or exchange;

e. Public banking operations;

f. All obligations between businessmen, bankers and merchants;

g. Transactions in bills of exchange;

h. Construction enterprises, and any purchases, sales or resale of vessels or airplanes;

i. Maritime and air shipments;

j. Purchase or sale of rigging, equipment or provisions for ships;

k. Vessel chartering and bottomry loans;

l. Insurance and other contracts relating to air or maritime commerce, and all insurance covering risks on land;

m. Agreements concerning wages and rental of equipment; and

n. Contracts for vessel or airplane services.

All persons that are engaged in commercial acts in the course of their trade or business are required to register with the Chamber of Commerce of Haiti and adhere to the rules of professional ethics established in the country.

19.9 Telecommunications

The National Council of Telecommunication (CONATEL) is responsible for the regulation, authorization, reconciliation, and supervision of activities within the telecommunication industry.

There are two firms that currently provide telephone services in Haiti, as well as Internet services, as follows:

Natcom, S.A.

Digicel, S.A. (including its subsidiary, Voila)

In addition, a number of firms currently provide Internet services in Haiti, including:

Digicel, S.A. (including its subsidiary, Voila)

Natcom, S.A.

Access Haiti

Island Telecom

19.10 The Electrical Energy Sector

By virtue of a set of comprehensive Decrees issued by then-President Martelly and signed by all Ministers in the final days of his Office, the legal framework for Haiti's electric energy sector has been thoroughly reorganized, subject to review by Parliament. Three Decrees, issued on January 6, 2016 and published by Le Moniteur on February 3, 2016, comprehensively provide for regulation of the electric utility sector, the establishment of the National Authority for Energy Sector Regulation (ANARSE)") as the Haitian State's electric utility regulatory body, and the reorganization of Electricity of Haiti ("EDH"), the Haitian State-owned electric utility, to remove its national monopoly and encourage more market-oriented and sustainable behavior.

-Decree Regulating the Electrical Energy Sector

The "Decree regulating the Electrical Energy Sector" is aimed at ensuring

1. the rational development of the supply of electricity within the sector policy in force;

2. economic and financial balance of the electricity sector;

3. an appropriate electricity supply in quantity and quality to consumer needs;

4. the promotion of competition and private sector participation in the production, transport, distribution and marketing of electricity;

5. the contribution of private investment in the development of the electricity sector,

6. conditions for companies operating in the financial viability of the electricity sector.

Accordingly, this Decree governs the electric power sector, and expressly applies to the production, transmission, distribution and marketing of electricity in Haiti. In doing so, it requires that any person engaged in such activities have valid legal authority from the Haitian State to do so, it outlines the regulatory criteria to be used by the regulatory authority in granting licenses or use rights, expressly authorizes the State to assign to a third party the management of its production, transmission and distribution facilities and network for the public service of electricity, and defines the administrative plan for the State's regulation of electricity production, transmission, distribution and commercialization, as well as interconnected transport networks, including provision for an Operating Rights Agreement, interconnection with other electrical networks, and network security, reliability and efficiency.

In addition, this Decree provides for common provisions affecting all licenses granted, including provisions aimed at facilitating licensees' grant of security rights in facilities and in the license itself to lenders, as well as regulatory authority retained to change or withdraw licenses. This Decree further provides for seemingly conventional standards for operational activities in the sector, standards for security measures, and rules for tariffs and billing.

Further, this Decree establishes that owners and operators are obligated to pay regulatory fees and applicable taxes, customs duties, etc., and provides clear criminal penalties for offenses related to the electric energy sector. This includes a 3-6 months prison sentence for interruption of electricity to consumers without cause and a 6-12 months sentence for connecting to an electric network without a contract with the operator or for destruction of sealed containers or damage to metering equipment. The Decree also provides for operator civil liability for damage caused by power surgery or other anomaly.

Finally, the Decree declares valid all existing contracts valid at the date of entry of the Decree, and provides for repeal of prior inconsistent laws.

-Decree Establishing ANARSE

The "Decree establishing an autonomous body of an administrative nature endowed with legal personality and financial autonomy called National Authority for Energy Sector Regulation (ANARSE)" establishes ANARSE as an autonomous entity under the Ministry of Public Works, Transportation and Communications (MTPTC). Under this Decree,

[the] ANARSE is responsible for regulating the production, operation, transportation, distribution and marketing of electricity throughout the national territory. It also ensures the promotion and development of the energy sector. The energy sector includes all study, exploration, construction, operation, production, transmission, storage, distribution, import, export, marketing, and other related activities electricity, fossil fuels, hydro, nuclear, geothermal, solar, wind, non-conventional energy and all present and future forms of energy.

This Decree makes it clear that the ANARSE's role is to promote the development and operation of any energy source capable of producing electricity, promote the rational development of the supply of electric power, preserve the economic conditions necessary for the electricity sector's development and sustainability, preserve the interests of consumers, promote competitions and private sector participation in the energy sector, and ensure the conditions for the financial sustainability of electricity and other energy sector companies. In doing so, the ANARSE must, among other things, ensure the application of applicable laws in an objective, transparent and non-discriminatory way, decide applicable applications for licenses and rights of use, verify proper compliance with tariffs by operators, ensure the continuity, quality and safety of public electricity services, and ensure compliance with competition law.

The Decree also provides for the organization and operation of the ANARSE within the MTPTC, including the composition of its Board of Directors, General Management and Directorate Council. It also provides for sanctions against operators for total or partial suspension of operations, as well as various other matters, including budget makeup, settlement of any disputes by conciliation or arbitration, and appeal to the Superior Court of Auditors and Administrative Disputes.

-Decree Establishing EDH

The "Decree establishing an autonomous body with industrial and commercial character, having legal personality and financial autonomy called Electricity of Haiti (EDH)" is driven by two pressing needs: "to concede to private companies the temporary exercise of the exclusive right [to provide electricity] held by the State" and "to modernize the organizational structure of the Electricity of Haiti (EDH) to enable it to meet the electricity demand in the best conditions of cost and service quality."

As such, this Decree establishes EDH with a mission to:

1. To ensure sufficient electricity supply;

2. Establish a network and ensure the reliability of the network;

3. Operate, maintain, manage and develop the transmission network;

4. Ensure the continuity and quality of the public electricity service;

5. Comply with all regulations and develop environmental preservation-related initiative;

6. Develop the local energy resources for the production of electricity;

7. Promote the development of renewable energy resources in the country;

8. Establish transparency requirements to ensure healthy competition in the sector.

To carry out its mission and achieve its objectives, the Decree vests EDH with powers to create internal regulations and administrative procedures "necessary for its operation in its capacity as a commercial enterprise", acquire property and act as owner of it, borrow from local or foreign financial institutions, pledge and mortgage its assets to guarantee repayment of loans, research and promote the use of alternative sources of power, take "all acts and actions, including associate or partner with other companies or investors whose activities relate to its main objectives, including produce, transport, distribute and market electrical energy", and take all measures to ensure the safety of lives and property and improve and protect the environment.

The Decree also provides for EDH's organization and operation, including a Board of Directors chaired by the Minister of Public Works, Transportation and Communications and six representatives of other Ministries and outside professional associations, and internal management structure.

The Decree also contains a variety of Miscellaneous provisions, including direction that EDH will maintain its power rates at a level enabling it to pay "at least":

1. All operating costs;

2. The interest and payment of its debts;

3. Amortization of capital assets over a period to be determined by the ANARSE regulatory authority;

4. The benefit corresponding to the rate of return on investment authorized by the regulatory authority.

The Decree further grants EDH "exemption from customs duties... on machinery, tools, equipment of all kinds, fuel or other materials imported for the exclusive use of EDH", and provides that EDH "is not subject to any internal tax".

Finally, this Decree repeals all prior inconsistent laws, including the laws and decrees "making the production and sale of electric power a state monopoly".

-Analysis and Commentary

The Decrees of January 6, 2016 regulating the Electrical Energy Sector and establishing ANARSE and EDH represent a much-needed total revamping of Haiti's legal framework for the electrical energy sector. By recognizing the right of private firms to generate and distribute electricity, and by providing for their licensing and regulation, the Decrees simply provide a valid legal and regulatory structure for what had already had begun to occur extra-legally throughout the country. By reorganizing EDH as a State-owned sustainable commercial enterprise, with clear authority to associate or partner with other firms and investors, the Decrees provide a clear vehicle for EDH to become self-sustaining instead of a compelling drag on the State's finances. By providing clear criminal sanctions for, among other things, connecting to an electric network without the operator's consent and for tampering with metering equipment, the Decrees make it possible for electricity providers to operate as commercial companies. By establishing ANARSE as the Haitian regulator of electric services, the Decrees establish a regulatory path forward that will enable private electricity providers to operate as commercial companies. And, by establishing a model for collaboration between electricity service providers for operation of a national grid, the Decrees anticipate a future in which electricity is provided throughout the country.

The Decrees do leave many open issues, including:

Will the Decrees withstand review by Parliament?

How and when will ANARSE be organized and functioning as the Haitian State Regulator? Will ANARSE operate in an efficient, timely and transparent manner, all of which are needed for efficient and orderly electric utility operations?

How will the Haitian State deal with its clear authority to assign to a third party the management of its production, transmission and distribution facilities and network for the public service of electricity?

How will EDH and private firms work with EDH and with PNH and the legal system to secure their networks against theft of electricity and meter-tampering?

How will private electricity providers already operating in Haiti migrate to their new status as operators licensed and regulated by ANARSE?

What tariffs, rates and rate structures will ANARSE allow? How will ANARSE deal with the need to provide lower rates to large commercial firms as a vehicle for lowering rates overall and managing peak and off-peak demand?

How will electricity providers in Dominican Republic and in Haiti integrate their networks to provide for redundancy and reliability throughout Hispanola?

19.11 Insurance

The insurance industry provides a very full-range of services to businesses operating in Haiti, operating through customary broker-agent commercial relationships.

The Secretary of State for Commerce is the Haitian insurance industry's principal regulator. Haitian insurance policies are subject to a tax of 3% of the premium. In addition, insurance companies in Haiti pay standard income tax, stamp taxes, _licence_ and _patente_ fees, and civic tax ( _contribution civique_ ).

Foreign insurance firms seeking to enter the Haitian market must be recognized and authorized to do so by the Haitian State. Following customary procedures, the foreign insurer submits its certificate of incorporation and bylaws to a Notary, who prepares a public instrument that is filed with the Secretary of State for Commerce as part of the company's Application for Authorization. Along with the Application, the company must post a bond in an amount established by the Secretary of State for Commerce and the Secretary of State for Finance.

Once in operation, insurance companies are subject to income tax based on a special schedule, ranging from 5% to 30% of profits.

19.12 The Pharmaceutical Business

Manufacturing and sale of pharmaceuticals in Haiti is under the principal regulatory authority of the Ministry of Health.

19.13 Mining & Mining Concessions

Haiti's Constitution provides that the right to own private property does not extend to mines and quarries, which are part of the State's public domain. The Constitution further provides:

The law shall establish regulations governing freedom to prospect for and work mines, or bearing earths, and quarries, ensuring an equal share of the profits of such exploitation to the owner of the land and to the Haitian State or its concessionnaires.

Mining Concessions are granted only by Presidential Decree, and only to persons with demonstrated technical and financial capability to perform the concession.

19.14 Sale of Securities

There is no securities exchange in Haiti. Trading in securities of Haitian corporations is conducted in the Over The Counter market in New York City.

Haiti does not have a securities regulatory regime in the nature of the Securities Exchange Act of 1934. Generally speaking, sales of securities in Haiti are governed by generally-applicable principles of contract, tort and criminal law.

19.15 Compulsory Automobile and Other Vehicle Insurance

All land vehicles (automobiles, trucks, trailers, semi-trailers and motorcycles) operated in Haiti are required to be covered by liability insurance. Drivers caught operating a vehicle without evidence of mandatory coverage are subject to stiff traffic tickets.

Haitian law mandates minimum coverage levels and a State-owned company provides the insurance. Experience in the field is that the insurance experience is similar to that in the U.S.

### Chapter 20: Public Lands, Forestry & Water Legislation

**20.1 Public Lands**

As noted above, under Haiti's Constitution, Haiti's coasts, springs, rivers, watercourses, mines and quarries are part of the State's public domain and, accordingly, are inalienable. Public lands within the public domain includes streets, highways, and other property destined for the use of all in common.

Public lands within the private domain includes buildings and other real and personal property reserved for the Government, vacant or ownerless property, or property that reverts to the State due to lack of heirs, and other property of which the State becomes owner by acquisition or exchange. Though imprescriptible, public lands within the private domain may nonetheless be leased by the Haitian State to Haitian nationals or to foreigners on an equal basis.

Public lands in the private domain are leased by the General Tax Administration, and may be leased under short-term leases. In addition, property situated in rural areas may be leased under long term leases, provided that certain conditions are met.

20.2 Forestry Legislation

Haitian law provides that certain public lands may be declared a National Forest Reserve by decree of the President of the Republic. Lands in the National Forest Reserve are inalienable but are administered by the Ministry of Agriculture, with revenues derived from their administration collected by the General Tax Administration.

Haitian law also provides for the protection of forests, reforestation of eroded areas, and rehabilitation of tourist and historical sites. The same law declared certain national parks and natural sites, and provided for expropriation if the area were owned by private owners.

Certain "communal forests" have also been established by Haitian law, as a result of which crop- and stock-raising operations in such areas are prohibited.

20.3 Water Legislation

As noted above, Haiti's Constitution provides that Haiti's coasts, springs, rivers, and watercourses are inalienable and part of the State's public domain.

Haiti's Civil Code establishes the basis for water rights in Haiti. Under Civil Code Article 522, the owner of the riparian estate that borders on a stream of water, other than a canal, may make use of the passing water flow for irrigation purposes. If a stream of water traverses an owner's land, the landowner may make any use of that water flow, but must restore the water flow to its normal course upon leaving his property.

The Haitian State has established an irrigation tax payable by anyone who utilizes water from irrigation canals established by the State. A schedule of irrigation tax charges is published.

The Haitian State has taken a number of actions to initiate and maintain drainage and irrigation canals.

### Chapter 21: Territorial Waters & Fishing Rights

Haitian law recognizes the limits of Haitian territorial waters at twelve nautical miles, measured from the low-water mark.

For fisheries purposes, the Haitian State's jurisdiction extends an additional three nautical miles contiguous to Haiti's territorial waters. Haitian fisheries regulation in this fifteen nautical mile territory is based on rational use and conservation of the fisheries' biological resources. In the three mile fisheries regulatory zone, the Haitian State has regulatory control to: ensure safe navigation; prevent violations of customs, immigration, sanitary and other laws; and prevent environmental pollution and other risks that endanger the marine environment's ecology.

### Chapter 22: Bankruptcy & Insolvency

Under Haitian law, a debtor's bankruptcy may be declared at the instance of the debtor, by demand of the debtor's creditors, or by a court.

A merchant who ceases to pay his obligations may be declared in a state of insolvency, either during his life or in the year following the merchant's death. The declaration of bankruptcy becomes effective on the date of its issuance and removes the bankrupt from administration of all of his property, including property that the bankrupt is entitled to receive even though insolvent, and places a receiver in the management of that property.

An insolvent merchant may be adjudged either a simple bankrupt or a fraudulent bankrupt. A merchant may be imprisoned for sufficiently serious acts, such as excessive personal or business expenses, large losses due to speculation, improper preference to one creditor, or improper books of account. A merchant may be subject to even heavier penalties for fraudulent acts.

### Chapter 23: Choice of Law

Contract negotiations frequently focus on the choice of law provision. The choice of law considerations for contracts with Haitian entities are familiar to experienced contract drafters. There are, however, some points worthy of note when dealing with Haitian entities.

First, the Government of Haiti, and its agencies and instrumentalities, may well not be authorized to make a choice of law decision other than to Haitian law in normal contract matters.

Second, if the decision is made to select Haitian law as the contract's governing law, as French and Creole are Haiti's official languages, it would seem to be advisable for a French version of the contract to be drafted and signed, and for other Haitian law norms (as to number of original copies, original hand-signed original contracts, notarization, etc.)

Finally, the choice of law as Haitian law is probably not of major importance, one way or another. This assumes that, ordinarily, the principal reason for making a choice of law is to minimize the initial litigation effort involved in determining the contract's governing law, especially if the contract contains a binding arbitration clause and the site of the arbitration is designated as Miami or another major city where Haitian law experts may be readily found.

### Chapter 24: Judicial Enforcement & Execution of Judgments

Under the Civil Code, a Judicial Mortgage arises by virtue of judgments handed down in Haiti, and by virtue of those handed down in foreign countries and which have been made enforceable by a Haitian court. This Chapter 24 addresses the enforcement and execution of judgments in Haiti.

24.1 Enforcement & Execution of Judgments

Under the Civil Code, mortgages, including Judicial Mortgages, apply to real commercial property and accessories to real property that are regarded as real property, as well as to usufructs and accessories to usufructs.

Enforcement of judgments requires competent, motivated and prepared legal counsel in any court, and that includes Haitian courts. A properly entered and registered Judicial Mortgage constitutes a powerful tool against a judgment debtor who owns real property to which the Judicial Mortgage applies.

24.2 Enforcement of Foreign Judgments

Foreign judgments cannot be executed in Haiti unless there is an express treaty or convention between Haiti and the foreign state concerned, permitting the execution of foreign judgments in Haiti.

For many years, Haiti had not entered into any such treaties or conventions, but that is no longer the case. Haiti is now a party to certain international treaties and conventions permitting the execution of foreign judgments in Haiti, as discussed below.

-International Centre for Settlement of Investment Disputes ("ICSID")

Haiti has been a Member State of the International Centre for Settlement of Investment Disputes ("ICSID") since 2009. ICSID is an autonomous international institution established pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (the "ICSID Convention"), and has more than 140 Member States.

As a Member State of ICSID, Haitian courts are obligated to recognize and enforce as binding judgments the binding arbitration decisions issued pursuant to ICSID proceedings in favor of foreign nationals and against entities of the Government of Haiti, and in favor of foreign Member States and against a Haitian national.

24.3 Experience in the Field

For the same reasons that U.S. lawyers loathe "home court justice" in most every jurisdiction other than their own, conventional wisdom is that the Haitian courts offer less than satisfactory recourse to aggrieved defendants, even those with judgments that need to be enforced.

Experience in the field, however, suggests a somewhat more nuanced view of the situation. First, as anywhere else, competent, motivated and prepared legal counsel, supported by engaged and prepared clients can and do achieve significant victories in Haitian courts. And, just like any place else, the peculiarities of Haitian law can be used by a motivated, competent and skillful Haitian attorney to put maximum pressure on defendants accustomed to dealing with docile opponents.

Second, for the same reasons that lawyers and clients in many places around the world are doing so, lawyers and clients doing business in Haiti are embracing arbitration and Alternative Dispute Resolution as never before.

Third, the practical fact is that most Haitian companies doing business with non-Haitians have extensive financial and executive dealings in other countries, and that is particularly the case with respect to the United States, as well as France and Canada. Many Haitian companies that do business internationally have overseas bank accounts, and account relationships with foreign companies: those relationships may represent resources in the process of executing on a judgment. At the same time, executive travel to or through other countries may represent an opportunity to assert jurisdiction over a defendant or judgment debtor that might be otherwise hard to reach. Positive contacts and relationships with employees and others in Haiti can prove invaluable when things turn sour and legal recourse becomes necessary.

### Chapter 25: Arbitration

This Chapter provides an overview of certain arbitration and alternative dispute resolution vehicles available to entities doing businesses in Haiti, as an alternative to litigation in Haiti or abroad.

25.1 Haitian Chamber of Conciliation and Arbitration (CCAH)

The principal Haitian vehicle for arbitration and dispute resolution is the Haitian Chamber of Conciliation and Arbitration (CCAH). Any business can submit to binding conciliation or arbitration by CCAH by including a clause to that effect in its contracts. The following sample arbitration clause has been provided by CCAH:

Disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of a contract, shall be submitted to mediation and end, or shall be submitted to arbitration under the CCAH mediation rules.

25.2 International Arbitration of Commercial Disputes

Non-Haitian practitioners in the field can and do point to anecdotal evidence of successful recourse to the Haitian court system in cases involving commercial disputes. However, for the same reasons that arbitration between private parties has gained widespread acceptance as the preferred dispute resolution mechanism in other countries, commercial arbitration is viewed by many non-Haitian practitioners as the preferred dispute resolution mechanism to be stipulated in contracts with Haitian parties.

Accordingly, standard arbitration clauses, such as a stipulation to submit disputes to resolution by the American Arbitration Association, are routinely used in contracts involving Haitian commercial parties. In these situations, two elements are often heavily negotiated: choice of law, and location of the arbitration proceedings. Of these two clauses, many practitioners feel the location of the arbitration proceedings is, by far, the more important, due to concerns, in particular, about the fidelity of proceedings held in Haiti, using Haitian arbitrators. Oftentimes, Miami is agreeable to both Haitian and non-Haitian counsel, as Miami is convenient to Haitian parties, counsel and witnesses, and is perceived as a neutral environment. In addition, experts in Haitian law can readily be found in Miami.

25.3 International Centre for Settlement of Investment Disputes ("ICSID")

Haiti has been a Member State of the International Centre for Settlement of Investment Disputes ("ICSID") since 2009. ICSID is an autonomous international institution established pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (the "ICSID Convention"), and has more than 140 Member States. The ICSD's principal function is to provide facilities for conciliation and arbitration of international investment disputes.

The [ICSID] Convention sought to remove major impediments to the free international flows of private investment posed by non-commercial risks and the absence of specialized international methods for investment dispute settlement. ICSID was created by the Convention as an impartial international forum providing facilities for the resolution of legal disputes between eligible parties, through conciliation or arbitration procedures. Recourse to the ICSID facilities is always subject to the parties' consent.

As evidenced by its large membership, considerable caseload, and by the numerous references to its arbitration facilities in investment treaties and laws, ICSID plays an important role in the field of international investment and economic development.

Today, ICSID is considered to be the leading international arbitration institution devoted to investor-State dispute settlement.

As an aid to drafting arbitration clauses in investors' agreements with Member States, either before or after a dispute has arisen, the ICSID publishes sample consent language in the official languages of English, French and Spanish, as well as in a number of other languages. For example, the following sample language is provided to evidence "Consent in Respect of Future Disputes" in investment agreements between a Contracting State and investors who are nationals of other Contracting States:

The [Government]/[name of constituent subdivision or agency] of name of Contracting State (hereinafter the "Host State") and name of investor (hereinafter the "Investor") hereby consent to submit to the International Centre for Settlement of Investment Disputes (hereinafter the "Centre") any dispute arising out of or relating to this agreement for settlement by [conciliation]/[arbitration]/[conciliation followed, if the dispute remains unresolved within time limit of the communication of the report of the Conciliation Commission to the parties, by arbitration] pursuant to the Convention on the Settlement of Investment Disputes between States and Nationals of Other States (hereinafter the "Convention").

The Model Clauses also include, among other things, the following "Stipulation that Transaction Constitutes an Investment":

It is hereby stipulated that the transaction to which this agreement relates is an investment.

This kind of broad stipulation offers significant drafting flexibility to drafters of investment agreements, though it must be assumed there are some limitations to the breadth of its potential coverage.

In addition to ICSID Model Clauses, the ICSID also provides a variety of other resources, including a variety of related publications, information about cases, bilateral investment treaties, etc.

### Chapter 26: Economic Controls

**26.1 Legal Tender**

The Haitian Gourde (HTG) is the legal currency of Haiti, and there are also references to a Haitian Dollar, which is defined as five (5) Haitian Gourdes. As a practical matter, the U.S. Dollar is widely accepted as a currency in Haiti, though many small shops and vendors do not make change in U.S. currency.

The exchange rate for the Gourde floats against other currencies, and there are no legal restrictions on the exchange of Gourdes for foreign currencies nor on the export of foreign currencies.

26.2 Export Controls

Other than customary tax and customs regulatory rules, there are no meaningful controls on the export of Haitian commercial products.

26.3 Import Controls

There are a variety of duties and other import restrictions affecting the importation of commercial and construction products and industrial equipment, etc., into Haiti.

### Chapter 27: Expropriation

Haiti's Constitution guarantees the right to private ownership of property, subject to the right of expropriation in the Haitian State for reasons of public use.

27.1 Expropriation

The Constitution's provision on expropriation is worth noting:

Expropriation for a public purpose may be effected only by payment or deposit ordered by a court in favor of the person entitled thereto, of fair compensation established in advance by an expert evaluation.

If the initial project is abandoned, the expropriation is canceled. The property may not be subject to any speculation and must be restored to its original owner without any reimbursement for the small holder. The expropriation measure is effective upon the startup of the project.

Expropriation proceedings are, of course, governed by Haitian law. When the Ministry of Public Works finds that expropriation of property for public use is necessary and urgent, a Special Indemnity Commission is appointed to determine the amount of compensation payable for the expropriated property.

The Commission is a composed of three members, one representing the property owner, one representing the DGI and one being an official of the Commune in which the property is located. If the compensation for the property established by the Commission is acceptable to the property owner, that amount is deposited in the Central Bank for the account of the property owner. If the property owner rejects the compensation established by the Commission, the matter is referred to a special master for a decision, which is non-appealable.

27.2 Nationalization or Other Confiscation of Property

Haiti's Constitution specifically forbids nationalization and confiscation of goods, property and buildings for political reasons. This same Constitutional article further provides: "No one may be deprived of his legitimate right of ownership other than by a final judgment by a court of ordinary law, except under an agrarian reform."

### Chapter 28: Political Risk & Political Risk Insurance

**28.1 Political Risk**

The political risk involved in investing in an emerging economy is typically a very important issue to investors, especially investors new to a country. A variety of vehicles have arisen to address that political risk, one formulation of which is the following:

-War, civil strife, coups and other acts of politically-motivated violence including terrorism [sometimes referred to as "War Risk" or "Political Violence Risk"]

-Expropriation, including abrogation, repudiation and/or impairment of contract and other improper host government interference [sometimes referred to as "Expropriation Risk"]

-Restrictions on the conversion and transfer of local-currency earnings [sometimes referred to as "Inconvertibility Risk"]

Over the past four decades, a considerable body of knowledge has been developed in political risk and Political Risk Insurance ("PRI"). During this time, examples have been observed and refinements have developed as to what is and is not included within these risks (e.g., "Forced Abandonment", "Forced Divestiture", "Export Embargo", and "Creeping Expropriation"). The principal sources of PRI are OPIC, MIGA and Commercial Political Risk Insurers.

28.2 Overseas Private Investment Corporation ("OPIC")

OPIC, formed in January 1971, is an independent agency of the U.S. Government. OPIC is the U.S. Government's development finance institution. As such, OPIC mobilizes private capital, especially U.S.-sourced capital, to help solve critical development challenges in developing countries, including Haiti. In doing so, OPIC advances U.S. foreign policy and, because OPIC works with the U.S. private sector, it helps U.S. businesses gain footholds in emerging markets, catalyzing revenues, jobs and growth opportunities both in the U.S. and abroad.

OPIC achieves its mission by providing projects that have significant U.S. citizen ownership or management with support for sustainable and economically developmental ventures in developing countries and emerging markets. OPIC does so by providing:

-Debt Financing,

-Political Risk Insurance, and

-Support for Private Equity Investment Funds.

OPIC operates in Haiti and can provide PRI against War Risk/Political Violence Risk, Expropriation Risk, and Inconvertibility Risk to qualifying Projects, as discussed above.

The following Table sets forth OPIC's statement of its indicative rates for PRI coverages, subject to country, project, industry, etc., political risk considerations for individual projects. The total PRI premium would be calculated based on the sum of the individual premiums for the three types of political risk. Note: these indicative rates are provided per $100 of coverage; e.g., Standby Inconvertibility Coverage is 0.2% of the Standby Amount.

OPIC Political Risk Insurance: Indicative Rates

Consistent with the foregoing, as a rule of thumb, Project Sponsors may want to project their budget for political risk insurance, covering all three types of political risk, using a likely annual premium of 1.5%-2% of the Covered Amount.

The key to OPIC involvement in a project is U.S. citizen ownership or management in the project. OPIC has a special statutory focus on supporting cooperatives which have U.S. management involvement. OPIC encourages U.S. investors to look first to Commercial Political Risk Insurance, and to view OPIC as an insurer of last resort.

It should be noted that, in addition to providing political risk insurance (PRI) and debt financing, OPIC has the ability to support U.S. project sponsors in filling equity gaps for worthwhile projects.

28.3 MIGA

The Multilateral Investment Guarantee Agency (MIGA), a member of the World Bank Group, has as its mission "to promote foreign direct investment (FDI) into developing countries to help support economic growth, reduce poverty, and improve people's lives."

MIGA's focus areas include working in countries, like Haiti, that are eligible for assistance from the International Development Association (the world's poorest countries), including Haiti, and on complex transactions in infrastructure and extractive industries, especially those involving project finance and environmental and social considerations.

MIGA supports projects that are financially and economically viable and that meet MIGA's social and environmental performance standards. MIGA assists project investors and lenders by insuring eligible projects against losses relating to:

-Currency inconvertibility and transfer restriction

-Expropriation

-War and civil disturbance

-Breach of contract

-Non-honoring of financial obligations

MIGA insures cross-border investments made by investors from a MIGA Member Country into a Developing Member Country (the "host country") and, in some cases, an investment made by a national of the host country if the invested funds originate from outside the host country. Eligible business organizations must be either incorporated in, and have their principal place of business in, a member country or be majority-owned by nationals of member countries, including state-owned companies and non-profit organizations that operate on a commercial basis.

MIGA insures new and existing investments, subject to certain guidelines. Eligible foreign investments include equity, shareholder loans, shareholder loan guaranties, and non-shareholder loans, provided that covered loans and loan guaranties must have a minimum maturity of more than one year. In addition, other business arrangements, such as technical assistance and management contracts, asset securitizations, leases, service contracts, and franchising and licensing agreements, may also be eligible for coverage.

28.4 Commercial Political Risk Insurers

A number of commercial insurers underwrite Political Risk Insurance (PRI) in the commercial insurance market. Information about Commercial PRI, including coverages, exclusions, terms and conditions, and rates, is best obtained through the investor's Insurance Broker and best managed as part of the investor's Risk Management function.

### Chapter 29: Foreign Government & Foreign Law Considerations

**29.1 CARICOM 577**

Haiti is the 15th Member State of the Caribbean Community (CARICOM), having ratified the Revised Treaty Of Chaguaramas Establishing The Caribbean Community Including The Caricom Single Market And Economy in 2002.

The CARICOM treaty aims at creating a single market and economy for the region with free movement of goods, services, and production factors within the region, as well as harmonization of economic laws and regulations.

The CARICOM treaty sets forth rules of product origin and content in order to be eligible for favorable treatment under the treaty. Under these rules, at least 35% of product content must be of Haitian origin to be treated as Haitian product for purposes of one of the concession regimes of the CARICOM Customs Code. Alternatively, goods with a Haitian component of at least 60% of overall production costs may be eligible for purposes of one of these CARICON concession regimes.

29.2 United States

Haiti and the United States have entered into a Bi-Lateral Trade Agreement that covers semi-manufactured or manufactured, chemical, agricultural fishing, and industrial products.

-U.S. Trade Preferences

Agreements signed between Haiti and the US under the HOPE I Act and HOPE II Act allow duty-free treatment for knit, knit-to-shape, and certain non-apparel textile goods wholly assembled in Haiti. The U.S. Help Act expands existing preferences for apparel and establishes new preferences for certain non-apparel textile goods, including automobile wiring harnesses. As a result of these U.S. trade preferences and major investments already made by the U.S. Government in the Caracol Industrial Park, and currently being made in the Port of Cap Haitien, a major industrial park housing manufacturers of knit and woven textile and other goods has been developed at Caracol Industrial Park.

In addition, Haiti is a beneficiary of the US-Caribbean Basin Trade Partnership Act (CBTPA) that provides participating countries with duty-free access to the U.S. market for most goods grown and manufactured in Haiti. The CBTPA entered into force on October 1, 2000 and remains in effect until September 30, 2020.

-U.S. Foreign Corrupt Practices Act (FCPA)

Both U.S. persons and non-U.S. persons are covered by the provisions of the U.S. Foreign Corrupt Practices Act (FCPA).

The Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§78dd-1, et seq. ("FCPA"), was enacted for the purpose of making it unlawful for certain classes of persons and entities to make payments to foreign government officials to assist in obtaining or retaining business. Specifically, the anti-bribery provisions of the FCPA prohibit the willful use of the mails or any means of instrumentality of interstate commerce corruptly in furtherance of any offer, payment, promise to pay, or authorization of the payment of money or anything of value to any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to a foreign official to influence the foreign official in his or her official capacity, induce the foreign official to do or omit to do an act in violation of his or her lawful duty, or to secure any improper advantage in order to assist in obtaining or retaining business for or with, or directing business to, any person.

Since 1977, the anti-bribery provisions of the FCPA have applied to all U.S. persons and certain foreign issuers of securities. With the enactment of certain amendments in 1998, the anti-bribery provisions of the FCPA now also apply to foreign firms and persons who cause, directly or through agents, an act in furtherance of such a corrupt payment to take place within the territory of the United States.

29.3 France

France is a powerful cultural and commercial force in Haiti, representing the source of its language, its culture and its law. France is a continuing dominant force in Haiti, representing the academic, cultural and intellectual home to many of its political, business, academic and thought leaders, the major source of its legal authority, and a continuing major source of external aid.

29.4 Canada

The Government of Canada is a major foreign aid donor to Haiti, heavily involved in providing official foreign aid to Haiti, as well as a great deal of Canadian private sector aid and support. Like the United States and most other donors, Canada is sometimes accused of using its aid donations to advance Canadian interests, sometimes at a cost to Haitian interests.

An Agreement on the General Preferential Tariff and Least Developed Country Tariff Rules of Origin Regulations signed between Haiti and Canada provide all Haitian imports a duty-free access to the Canadian market, with the exception of milk, eggs, and poultry. This Agreement sets no quota limitations.

29.5 The European Union

The European Union is a major foreign aid donor to Haiti, and a major cultural and economic force in Haiti. The Cotonou Agreement, signed at Cotonou, Benin on June 23, 2000, is the successor to the Fourth Agreement on Common Preferences Lome Convention, and the vehicle for European Union trade preferences for African, Caribbean and Pacific nations. Since 2005, Haiti and other Less Developed Country exporters have benefited from duty free access for essentially all of their products into the European Economic Community.

29.6 Dominican Republic

The Dominican Republic, which shares the island of Hispanola, as well as hundreds of years of troubled history, with Haiti, is Haiti's major trading partner, and an important "relief valve" for unemployed Haitians seeking work. Economic development and the standard of living in Dominican Republic are considerably higher than that in Haiti.

Haiti and the Dominican Republic speak different languages, spring from different cultural heritages, have discernible racial differences, and live with a history that includes abuse of many kinds, by both sides. Among the Haitian people, the 1937 slaughter by Dominicans of an unknown but significant number of Haitians (the Parsley Massacre) looms particularly large today.

Haiti and the Dominican Republic share a common, largely unsecured, border of several hundred miles which is officially open for trade on Mondays and Fridays. The border is the subject of major Haitian concerns regarding smuggling of guns and drugs, predatory economic practices by individual Dominicans, and lost Haitian tax revenues, and of major Dominican concerns about unauthorized migration by unemployed Haitians.

By necessity, agencies of the Government of Haiti and the Government of the Dominican Republic work together daily on many operational matters of mutual concern, and, at the highest levels, the two Governments have recently put a great deal of effort into working together to craft stronger and more productive relationships.

The business communities of Haiti and the Dominican Republic generally enjoy strong and positive business relationships, with normal commercial and business relationships between the two countries being routine and growing.

29.7 Cuba

The people and Governments of Haiti and Cuba have enjoyed cordial and positive relationships for many years.

Under the Castro family, the Government of Cuba has made outreach to Haiti a priority, and has given particular priority to placement of healthcare personnel, supplies and facilities in medically underserved areas of Haiti.

Recent Cuban ambitions and activity in oil and gas exploration, as well as a re-thinking of conventional wisdom regarding the Caribbean Plate on which much of the Caribbean is found, have triggered oil and gas exploration interests in Haiti. In recent years, the U.S. Geological Survey has resolutely resisted any efforts that might encourage oil and gas exploration in Cuba and, it is believed, in Haiti, and Russian oil and gas interests, operating under the name Geology Without Limits, have sought to occupy the vacuum left by Western governments and oil and gas interests in the Caribbean. With very recent lessening of tension between the U.S. and Cuba, it may be that U.S. policy on Cuban and Haitian oil and gas exploration will ease similarly.

29.8 Trinidad and Tobago

Trinidad and Tobago is a twin island Caribbean nation lying south of Grenada and just off the northeastern coast of Venezuela. Trinidad and Tobago is one of the wealthiest and most developed of the Caribbean nations and a major oil and gas producer and exporter—by far, the largest in the Caribbean.

The Government of the Republic of Trinidad and Tobago owns, as nationalized companies, major petroleum exploration, production and distribution companies, including Trinidad and Tobago National Petroleum Marketing Company Ltd (NP).

The product of a major outreach effort by the Martelly-Lamothe Administration, NP announced a major development in the Haitian energy sector in 2014, namely: The Government of the Republic of Trinidad and Tobago (GORTT) and the Government of Haiti (GOH) signed a Memorandum of Understanding (MOU) on July 28, 2014 to increase cooperation between the two countries in the energy sector.

The purpose of the MOU was to facilitate collaboration between the two Caribbean governments on a number of energy-related projects including supply of fuel from Trinidad and Tobago to Haiti; NP-branded service stations in Haiti; development of a port in the town of Miragoane to include fuel storage, LPG bottling and distribution facilities; and new production projects to be jointly determined.

This MOU was potentially strategic to both Haiti and to Trinidad and Tobago. To date, however, there is little concrete evidence that the signing of this GOH/GORTT MOU will ever bear fruit and trigger the entry of NP into the Haitian energy sector.

### Chapter 30. Multilateral Institutions

**30.1 World Bank Group**

The World Bank Group consists of five organizations:

The International Bank for Reconstruction and Development (IBRD), which lends to governments of middle-income and creditworthy low-income countries.

The International Development Association (IDA), which provides interest-free loans and grants to governments of the poorest countries.

The International Finance Corporation (IFC), which is the largest global development institution focused exclusively on the private sector. IFC aids developing countries in achieving sustainable growth by "financing investment, mobilizing capital in international financial markets, and providing advisory services to businesses and governments.

The Multilateral Investment Guarantee Agency (MIGA) was created to promote foreign direct investment (FDI) in developing countries "to support economic growth, reduce poverty, and improve people's lives. MIGA fulfills this mandate by offering political risk insurance (guarantees) to investors and lenders."

The International Centre for Settlement of Investment Disputes (ICSID) provides international facilities for conciliation and arbitration of investment disputes.

The World Bank Group has an enormous impact and presence in Haiti. For non-governmental private sector firms, the IFC is the most visible member of the World Bank Group in Haiti, while MIGA and ICSID provide very valuable and highly relevant services that deserve careful consideration by firms investing in Haiti.

30.2 InterAmerican Development Bank (IDB)

The InterAmerican Development Bank (IDB) supports efforts by Latin American and Caribbean countries to reduce poverty and inequality, by bringing about development in a 'sustainable, climate-friendly way." In doing so, the IDB provides loans, grants and technical assistance, and does research.

The IDB is owned by 48 Member Countries, including 26 Latin American and Caribbean Borrowing Members, who have a majority ownership of the IDB.

The IDB has a very significant impact and presence in Haiti. For non-governmental private sector firms in Haiti, IDB lending activity is the most visible IDB activity.

30.3 Caribbean Development Bank (CDB)

The Caribbean Development Bank (CDB) has as its Mission

to be the leading catalyst for development resources into the Region, working in an efficient, responsive and collaborative manner with our [Borrower Member Countries] and other development partners, towards the systematic reduction of poverty in their countries through social and economic development.

The CDB's functions are:

-to assist the borrowing member countries to optimise the use of their resources, develop their economies and expand production and trade

-to promote private and public investment, encourage the development of the financial upturn in the region and facilitate business activity and expansion

-to mobilise financial resources from both within and outside the region for development

-to provide technical assistance to its regional borrowing members

-to support regional and local financial institutions and a regional market for credit and savings

-to support and stimulate the development of capital markets in the region.

To do this, CDB Projects since 2012 have principally focused on providing technical assistance in enhancing infrastructure (e.g., roads and bridges, water, electricity and air transportation) and education, building flood and hurricane resilience, reducing poverty, access to capital, and similar public sector efforts.

The CDB has had limited activity in Haiti: since 2012, CDB has had two projects in Haiti: a $4 Million grant to develop an enhanced and decentralized Technical and Vocational Education Training system in Haiti, and a $1 Million Trust Fund to support the operations of a micro insurance catastrophe risk facility to provide insurance to protect microcredit borrowers in Haiti against losses resulting from natural disasters.

The CDB's recently-approved projects have primarily been in the nature of public sector projects, and have had limited direct benefits for private sector firms. It should be noted, however, that even public sector projects can directly benefit one or a small number of firms, and that the CDB's provision of technical assistance services to its Borrower Member Countries could be highly relevant to private sector and non-governmental entities, e.g., that are interested in pursuing Public-Private Partnerships with the Government of Haiti.

30.4 United Nations

The United Nations is a major player in Haiti, and has been for many years.

The UN is a major source of aid and development funding for Haiti, and the United Nations Mission for Stabilization in Haiti (MINUSTAH), has provided peacekeeping forces in Haiti since 2004 under a mandate to restore a secure and stable environment, support the political process, strengthen governmental institutions and the rule of law, and protect and promote human rights. MINUSTAH is widely believed to be the source of the cholera outbreak that began in October 2010, and, in addition to being an important law enforcement resource, MINUSTAH's peacekeeping activities routinely create headaches of various sorts for the Government of Haiti.

### Chapter 31: Civil Registers

This Chapter provides basic information about Civil Registers, and their function in Haiti in serving as a place for providing public notice of certain civil acts.

31.1 Civil Acts

Civil acts are authenticated instruments designed to provide accurate evidence of the status of persons. The most common types of civil acts include birth certificates, certificates of recognition of children, marriage certificates and death certificates, though many related types of civil acts may be prepared, such as notices pertaining to marriages, separations, or divorces, amendments to prior civil acts, etc.

31.2 Civil Registers

Civil acts are recorded in special public "Civil Registers" by judicial branch personnel known as "Civil Registrars", in the Office of the Civil Register for each Commune.

Civil Registers are kept in duplicate to prevent loss and facilitate research. Under the Civil Code, the senior magistrate of the civil court having jurisdiction numbers and initials the first and last page of each folio. The Civil Code contains specific requirements for the manner of entry and certification of entries, the procedures for preparation of an annual index of the entries received, the reporting and institution of proceedings regarding any irregularities or crimes upon inspection, the retention of the register and the transfer of duplicates to others, and the handling of certain types of documents to be kept with the Civil Register.

A civil registrar has authority to establish records only in their jurisdiction.

### Chapter 32: Marriage, Divorce & The Family

Because people seem to be involved any time business is conducted, and because marriage and family matters often creep into the business setting, this Chapter will provide an overview of Haiti's Civil Code provisions on marriage, divorce and the family.

32.1 Marriage

Haiti's Civil Code provisions on marriage are found in the 9 Chapters of Law No. 6, "On Marriage".

\- Of the Qualities and Conditions Required For Entering Into the Marriage Contract

In Chapter I, the Civil Code addresses the qualities and conditions required for entering into the marriage contract.

The legal age for marriage is 18 for males and 15 for females, though dispensation for cause can be obtained.

As to recognized natural children, a son below the age of 25 and a daughter below the age of 21 should have the consent of the father and the mother, and must have the consent of the father. There are rules for obtaining the consent of grandparents or the family council in the event the parents, or the parents and grandparents, are dead.

The Civil Code also contains a number of conditions in which marriage is prohibited, including marriage between legitimate or natural ascendants and descendants in the same line and between legitimate and natural brothers and sisters, brothers- and sisters-in-law, and uncle and niece or aunt and nephew, subject to waiver. Marriage between persons in certain adoptive relationships is also prohibited.

\- Of the Formalities of Entering Into Marriage

In Chapter II, the Civil Code provides for the formalities of entering into marriage, including the authority of officials of the Haitian State and of ministers of religion to officiate at the marriage. Among others, the Civil Code requires that notice of the marriage must be publicly posted, and that ministers of religion register the marriage with civil authorities.

\- Of Objections to The Marriage

In Chapter III, the Civil Code provides for objections to the marriage to be made in writing, in original and with a copy, by certain persons who may object to the marriage. Once an objection has been made, the marriage may not be performed until there has been a voluntary withdrawal or court ruling allowing the marriage.

¬ Of Applications In Nullity of the Marriage

In Chapter IV, the Civil Code addresses applications in nullity of the marriage. Marriages may be contested and annulled under a variety of circumstances, including lack of consent, mistake as to persons or underage parties, or failure to comply with legal requirements, subject to time limitations for contesting the marriage. The Civil Code also provides that an action of annulment must be filed at the domicile of the spouses.

A marriage declared annulled but contracted in good faith (referred to as a "putative marriage") produces the civil effects of a valid marriage as to the spouses and the children.

Haitian law provides for Haitian recognition of marriages of Haitians conducted abroad in conformity with the law of the place of the foreign marriage.

-Of the Obligations Arising Out of Marriage

In Chapter V, the Civil Code articulate the obligations arising out of marriage, including the obligations of the husband and wife to their children, the obligations of the husband to the wife, and the obligations of the wife to the husband.

\- Of the Rights and Duties of the Respective Spouses

In Chapter VI, the Civil Code provides the rights and duties of the respective spouses: e.g., the right of a wife who is a merchant to contract obligations in her business without the consent of her husband, and the right of a wife to make her will without authorization of her husband.

\- Of the Dissolution of Marriage

In Chapter VII, the Civil Code provides for the dissolution of marriage.

-Of Second Marriages

In Chapter VIII, the Civil Code provides for legal recognition of second marriages.

-Exemptions That Can Result From Marriage

In Chapter IX, the Civil Code provides for exemption from military service that can result from marriage.

32.2 Divorce

Haiti's Civil Code provisions on divorce are found in Law No. 7, "On Divorce".

\- Of the Causes of Divorce

In Chapter I, the Civil Code provides the causes of divorce recognized by law, either divorce for cause or by mutual consent.

Haitian courts generally recognize a divorce granted abroad, whether of foreigners or of Haitian nationals, if the divorce was obtained in the place of the domicile of the parties.

-Of Divorce For Cause

In Chapter II, the Civil Code provides for divorce for cause, including adultery, violence, cruelty or grave and public slander by one spouse against the other.

-Of Divorce By Mutual Consent

In Chapter III, the Civil Code also provides for divorce by mutual consent, within certain constraints. The consent must include agreement on division of their property, custody of children, and other matters, and must be signed in the presence of two notaries. The law also imposes other procedural requirements.

While Civil Code provisions regarding divorce apply to Haitian nationals and non-Haitians, Haitian law also recognizes certain additional grounds for divorce among foreigners, as well as certain expedited procedures applicable to divorce among foreigners.

-Of the Effects of Divorce

In Chapter IV, the Civil Code addresses the effects of divorce.

32.3 The Family

Haiti's Civil Code provisions on the family are found in Law No. 8, "On Paternity and Filiation", Law No. 8bis, "On Paternal Power", and in Law No. 9, on "On Minority, Guardianship and Emancipation".

-Paternity and Filiation

Law No. 8, "On Paternity and Filiation", deals with the legal rules for establishing the status of a child as a child of the marriage.

\--Of Filiation of Legitimate Children Or With Ties In Marriage

In Chapter I of Law No. 8, the Civil Code addresses the filiation of legitimate children or children with ties to the marriage. Legitimate filiation is the tie that links a child conceived in marriage to its parents.

\--Of Evidence of the Filiation of Legitimate Children

In Chapter II, the Civil Code provides for evidence of the filiation of legitimate children.

\--Of Natural Children

In Chapter III, the Civil Code addresses the status of natural children, which are the result of concubinage, or cohabitation of a man and a woman without marriage. Except in the case of incapacity and certain other exceptions, gifts granted by the parties to a concubinage are legally valid. Presumption of natural filiation is justified by open and notorious concubinage.

In the event of the accidental death of a man, and subject to certain conditions, Haitian law recognizes in favor of the concubine the right to a lifetime income.

-Paternal Power

Law No. 8bis, "On Paternal Power", deals with the rights and authority of "the father and mother in relation to the persons and property of the minor children in order to enable them to fulfill their duties as parents", and principally, the duty of education of the children. Normally, parental authority is attributed to the father, but may be attributed to the mother in certain cases.

-Minority, Guardianship and Emancipation

Law No. 9, "On Minority, Guardianship and Emancipation", deals with the legal rules regarding the status of minor children, appointment of guardians for minor children, and emancipation of minor children.

\--Of Minority

In Chapter I of Law No. 9, the Civil Code addresses the status of children as minors.

\--Of Guardianship

In Chapter II, the Civil Code addresses guardianship of minor children.

\--Of Emancipation

In Chapter III, the Civil Code addresses issues surrounding emancipation of minor children.

-Adoption

Haitian law also recognizes adoption, which is authorized for minors less than 16 years old and is subject to certain conditions, and affirmation of certain findings in the civil court of the domicile of the adoptive parent.

### Chapter 33: Successions

Consistent with Civilian tradition, Haiti's Civil Code provides for the distribution of property by Testate Succession, where a valid will has been provided, or by Intestate Succession, where no will is present, and related matters.

This Chapter is intended to provide an overview of Haiti's Civil Code provisions on Successions, including some of the general concepts and terminology used, as a general reference for lawyers advising clients doing business in Haiti.

33.1 Overview

The Civil Code approaches these matters by outlining the process for opening a succession upon a person's death, followed by a series of rules of descent and distribution which apply in the absence of a will, a series of rules regarding wills, including the formalities for their creation and the rules for their interpretation, and rules governing the appointment and conduct of the executor of the estate.

33.2 Rules of Descent and Distribution

The Civil Code provides a series of rules regarding the rights of descent and distribution of property of the decedent—i.e., the order of succession among the surviving spouse, descendants, parents, and siblings, and their various representatives.

The Civil Code also provides rules for acceptance or renunciation of successions, including acceptance with benefit of inventory, which protects the heir against unanticipated liability exposure, and also provides for vacant successions, in which no heir is present.

The Civil Code further provides the rules for partition or distribution of the property of the estate, after payment of debts.

33.3 Testate Succession

The Civil Code provides detailed rules regarding the validity of wills (such as the specific forms of wills that will be recognized and who may execute and witness a will), and also establishes different types of legacies and the rules for their treatment (i.e., the treatment of "Universal Legacies", "Legacies under Universal Title", and "Particular Legacies").

33.4 Executors

The Civil Code provides detailed rules regarding the naming, qualification and duties of testamentary executors.

33.5 Revocation of Wills

The Civil Code also provides detailed rules regarding the testator's revocation of wills and testamentary donations, and the formalities for doing so.

### Chapter 34: Domicile

Under the Civil Code, a Haitian national's domicile is the place of his principal establishment.

A Haitian national may effectuate a change of domicile by making a declaration to that effect before the Justice of the Peace at the place from which he is transferring his domicile and also before the Justice of the Peace at the place to which he is transferring his domicile.

A transfer of domicile may also occur by operation of law, namely:

-A married woman has the same domicile as her husband; and

-Minors and persons under legal interdiction have the same domicile as their legal representative.

Though foreigners in Haiti (i.e., non-Haitian nationals) may establish a residence in Haiti, they retain their domicile in the country of their origin.

### Chapter 35: Prescription & Limitation of Actions

Under the Civil Code, there are two types of prescription: acquisitive prescription, which governs the acquisition of property rights by prescription after a given period of time; and liberative prescription (or limitation of actions), which relates to the expiration of rights to pursue legal actions after a given period of time.

35.1 General Provisions

One may not renounce a prescription not yet acquired, but it is lawful to renounce the benefits of prescription once it has been acquired.

Judges cannot supply the plea of prescription.

Creditors, or any other person, that has interest in invoking prescription, may do so, although the debtor or owner has waived prescription.

Prescription of causes of actions does not apply to actions not involving commerce.

35.2 Acquisitive Prescription

Acquisition of property by prescription requires possession that is continuous, uninterrupted, peaceful, public, unequivocal and under claim of ownership.

One who acquires title to real property in good faith and by just title becomes the actual owner by prescription in ten years if the true owner lives in the territory of the Republic, or in fifteen years if the true owner is domiciled outside the territory of the Republic.

35.3 Liberative Prescription (Limitations of Action)

Provisions of the Civil Code specify the circumstances under which the period for prescription of a cause of action to be interrupted, or suspended.

As to the time required for prescription, all actions, real or personal, prescribe in twenty years. In addition, the Civil Code contains numerous specific prescriptive periods on causes of action, e.g.:

-Actions of school-keepers and professors, of innkeepers, and of workmen and laborers, for payment for their services, prescribe in six months.

-Actions by doctors and pharmacists for their services, and of merchants who sell to non-merchant individuals, and of boardinghouse-keepers, prescribe in one year.

-Actions of public defenders for their salaries prescribe in two years.

### Chapter 36. Personnel Health, Safety & Security

Lawyers are, of course, concerned for their own health, safety and security, and that of their personnel and associates. Increasingly, lawyers also are being assigned formal authority and responsibility for the health, safety and security of their organization's personnel. This Chapter provides basic information on these subjects for lawyers' reference.

36.1 Physical Safety & Security

Haiti is, in many respects, a frontier country. Among other things, this means that physical security is at a premium because, as in many places around the world, physical force may be used to enforce commercial interests, and healthcare is less than fully accessible.

-U.S. State Department Warden Program

The Consular Section of the U.S. Embassy in Port-au-Prince participates in the warden system used by U.S. embassies worldwide, which has deep historical roots dating back to the 18th century.

The Embassy's Warden Handbook describes the Warden Program as follows:

In times of crisis the U.S. Embassy is responsible for providing information to U.S. citizens to ensure their safety. Such information may be disseminated via email, or broadcast on radio or television, or printed in local newspapers, as well as being passed through a network of volunteer U.S. citizens called wardens to other Americans.

The Warden Network is a relay chain through which the U.S. Embassy provides information to U.S. citizens in Haiti. As a warden you have volunteered to act as a key link in that chain, and to disseminate messages from the U.S. Embassy to a defined group of U.S. citizens.

The messages the Embassy sends often pertain to unusual or exceptional threats to U.S. citizens in Haiti, and are designed help U.S. citizens make informed choices concerning their safety and continued presence in Haiti.

The Warden Network divides Haiti into eighteen geographic zones: seven of which are within Port-au-Prince, while the remaining eleven are outside the capital. Each zone has at least one warden who volunteers to maintain communications within his zone.

-PNH Tourism Police (PoliTour)

In cooperation with the Minister of Tourism, the Haitian National Police (PNH) have developed a Tourism Policing Program (PoliTour) that focuses in providing special tourism policing training to PNH personnel, and then deploying those PoliTour personnel in areas where foreign tourists are likely to be.

PoliTour personnel are trained to protect all lives and property where they are deployed; their training focuses on those subject matters likely to be relevant to police charged with dealing with tourists.

-PNH/National Sheriff's Association Partnership

The PNH has entered into several Memoranda of Understanding with the National Sheriff's Association, under which the National Sheriff's Association has committed to work with PNH to build PNH capacity in such areas as Tourism Policing, Border Policing, Jail Management and Jail Security, Court Security and Homeland Security. Under these and other arrangements, the National Sheriff's Association focuses on training and certification and, in cooperation with others, facilitates information technology and information sharing enhancements.

36.2 Medical Security

Medical care is not immediately available throughout the country, and the quality of medical care varies significantly from provider to provider. The CDC provides Health Information for Travelers to Haiti", including a "Healthy Travel Packing List," information that is worth considering.

The U.S. Embassy in Port-au-Prince provides medical information for travelers, including a list of medical professionals in Haiti and a list of hospitals in Haiti. Hotels also generally keep a list of private doctors available for emergencies. Air ambulances may be required for urgent transportation needs, and a significant new air ambulance service has recently been announced. Drugstores and pharmacies are available in all major Haitian towns and cities.

Doctors and hospitals in Haiti often expect immediate cash payment for health care services, and U.S. medical insurance is not always valid or accepted. Travelers should confirm the validity of their insurance coverage before leaving home. Travelers may want to specially consider purchasing travel medical insurance, to cover immediate urgent care in Haiti and also the costs of any necessary medical evacuation transportation.

36.3 In the Event of the Death of a U.S. Citizen in Haiti

The U.S. Embassy in Port-au-Prince advises as follows with respect to the death of a U.S. Citizen in Haiti:

The Embassy in Port-au-Prince is ready to assist in the event an American citizen dies in Haiti. The Consular Section has information on mortuaries, local requirements and costs of shipping remains to the U.S. In the event that a citizen dies unattended, the Consular Section will report the death to the Department of State and the next of kin. When the Consular Section is notified of the family's wishes, he/she will make the arrangements for the disposition of remains and the forwarding of personal effects. When an American citizen dies abroad, whether attended by family, business associates or no one, the Consular Section assists in the preparation of documents to meet local government requirements either for local burial or for transfer of remains to the United States.

In all cases, the death of an American citizen, whether resident or tourist, in Haiti should be reported to the Embassy's Consular Section in Port-au-Prince. Upon completion of all formalities, the "Report of the Death of an American Citizen," based upon the local death certificate, is prepared by the Consular Section and forwarded to the next of kin or legal representative for use in U.S. courts to settle estate matters. This document is an administrative report that provides essential facts concerning the death of the U.S. citizen and the custody of the personal estate of the deceased.

36.4 In the Event of the Arrest of a U.S. Citizen in Haiti

The U.S. Embassy in Port-au-Prince advises as follows with respect to the arrest of a U.S. Citizen in Haiti:

When an American citizen is arrested in Haiti, you should immediately inform the U.S. Embassy by calling +509 2229-8000, Monday through Friday from 7:00 a.m. to 3:30 p.m. After hours, please call +509 2229-8122.

Consular officers will make every effort to help you, although they cannot exert influence on the Haitian judicial process. When travelling in Haiti, you are subject to the laws and legal system of Haiti and do not enjoy any protections under U.S. law. In cases involving the arrest of an American citizen, Consular Officers are charged with providing a list of reputable lawyers to aid U.S. citizens and ensuring that U.S. citizens receive due process under Haitian law.

# # #

### Endnotes

1 The source of this map is Central Intelligence Agency, World Factbook,  https://www.cia.gov/library/publications/the-world-factbook/geos/ha.html, last accessed March 9, 2016. This CIA World Factbook link is a very useful source for general background information about Haiti, as well as every other country around the world.

2 See Caribbean Community Secretariat, Haiti, <http://www.caricom.org/jsp/community/haiti.jsp?menu=community>, last accessed March 8, 2016. Haiti's Constitution, at Article 275-1, establishes the first five of these holidays as "national holidays", see The Constitution of the Republic of Haiti (1987, as Amended through 2012) (hereinafter cited as "Constitution"), Article 275-1, <https://www.constituteproject.org/constitution/Haiti_2012.pdf,> last accessed March 9, 2016. **Editor's Note: we are aware that some e-reading devices may not support links to PDF documents and may not allow clicks to download PDF documents from hyperlinks in this ebook; if that happens, the reader may seek out and download cited PDF documents listed in this ebook by typing the hyperlink in a browser on a PDF compatible device (e.g., PC, smartphone, or tablet).**

3 Republic of Haiti, Center for Facilitation of Investments, 2013 Investment Guide to Haiti—Haiti: Open For Business (2013) (hereinafter cited as "CFI Investment Guide"). The CFI Investment Guide is a very informative and useful publication, from which several Chapters of this publication have heavily drawn by direct quotation and paraphrasing. Readers are referred to the CFI Investment Guide for additional information and insight.

4 See Caribbean Community Secretariat, Haiti, <http://www.caricom.org/jsp/community/haiti.jsp?menu=community>, last accessed March 8, 2016.

5 World Bank Group, Doing Business 2016: Measuring Regulatory Quality and Efficiency, at 6 (2016), Washington, DC: World Bank Group. DOI: 10.1596/978-1-4648-0667-4 (hereinafter cited as "World Bank Doing Business 2016: Haiti Report"),  http://www.doingbusiness.org/data/exploreeconomies/haiti/~/media/giawb/doing business/documents/profiles/country/HTI.pdf, last accessed March 8, 2016. The World Bank Doing Business 2016: Haiti Report is a tremendous resource, and readers are encouraged to consult it for the World Bank's perspective on Doing Business in Haiti in 2016. Among other things, it provides detailed information on the following topics that are highly relevant to business people and investors: Starting a business; Dealing with construction permits; Getting electricity; Registering property; Getting credit; Protecting minority investors; Paying taxes; Trading across borders; Enforcing contracts; Resolving insolvency; and Labor market regulation.

6 Transparency International, Country Profiles—Haiti, https://www.transparency.org/country/ \- HTI, last accessed March 8, 2016.

7 U.S. & Foreign Commercial Service and U.S. Department of State, Doing Business in Haiti: 2014 Country Commercial Guide for U.S. Companies, 2 (2014) (hereinafter cited as "State Department Country Commercial Guide-Haiti"),  http://photos.state.gov/libraries/haiti/231771/PDFs/ccgfinalcopy.pdf, last accessed March 8, 2016.

8 Ibid.

9 Ibid.

10 Ibid.

11 See Haiti Libre, "Haiti - Politic: Toward the transition to electronic biometric passport", September 16, 2014,  http://www.haitilibre.com/en/news-12063-haiti-politic-toward-the-transition-to-electronic-biometric-passport.html, last accessed March 9, 2016, and Haiti Libre, "Haiti - Politic: Law on Electronic Signature voted in the Lower House",  http://www.haitilibre.com/en/news-12014-haiti-politic-law-on-electronic-signature-voted-in-the-lower-house.html, last accessed March 9, 2016.

12 See Constitution, Note 2, supra.

13 Constitution, Article 298.

14 Ibid.

15 See discussion in Chapter 15, "Nationality & Immigration", infra.

16 Constitution, First Article.

17 Constitution, First Article 1.

18 Constitution, Article 5.

19 Constitution, Article 6.

20 Constitution, Article 8.

21 Constitution, Article 9. See also discussion in Subchapter 2.5, "The Executive Branch", infra.

22 Constitution, Article 250.

23 Constitution, Article 7.

24 Constitution, Article 12.

25 Constitution, Articles 12 and 18.

26 Constitution, Article 190bis, et seq.

27 Constitution, Article 17-1.

28 Constitution, Article 31-1-1.

29 Constitution, Article 59.

30 Ibid.

31 Constitution, Article 88.

32 Constitution, Article 111.

33 Constitution, Articles 103-132.

34 Constitution, Article 89.

35 Ibid.

36 Constitution, Article 90.

37 Constitution, Article 92.

38 Constitution, Article 92-3.

39 Constitution, Article 93.

40 Constitution, Article 94.

41 Constitution, Article 94.

42 Constitution, Article 94-1.

43 Constitution, Article 95.

44 Constitution, Article 95-3.

45 Constitution, Article 97.

46 Constitution, Articles 185-190.

47 Constitution, Article 98.

48 Constitution, Article 98-3.

49 Constitution, Articles 99-102.

50 Constitution, Article 173. Separate criminal courts have been established with jurisdiction based on the seriousness of the offense, namely: The Police Court for Misdemeanors, and the Criminal Court for Crimes, see <http://www.mjsp.gouv.ht/organisation_liste_juge.htm>, last accessed March 9, 2016.

51 Id.

52 Id.

53 Id.

54 Constitution, Article 200.

55 Ibid.

56 Constitution, Article 200-1.

57 Id.

58 Constitution, Article 174.

59 Constitution, Article 175.

60 Constitution, Article 177. But see Constitution, Article 174.

61 Constitution, Article 177.

62 Constitution, Article 178-1.

63 Constitution, Article 179.

64 Constitution, Article 180.

65 Constitution, Article 180-1.

66 Constitution, Article 181.

67 See Constitution, Articles 181-1 – 183.2.

68 Constitution, Article 184-1.

69 Constitution, Article 133.

70 Constitution, Article 134-1.

71 Constitution, Article 133.

72 Constitution, Article 134.

73 Constitution, Article 134-1.

74 Constitution, Article 134-2.

75 Constitution, Article 134-3.

76 Constitution, Article 136.

77 Constitution, Article 137.

78 Ibid.

79 Constitution, Article 139.

80 Constitution, Article 139-1.

81 Constitution, Article 140.

82 Constitution, Article 141.

83 Constitution, Article 145.

84 Constitution, Article 146-47.

85 Constitution, Article 155.

86 Constitution, Article 156.

87 Constitution, Article 158.

88 Constitution, Article 166.

89 Constitution, Article 167.

90 Recognizing the strategic significance of external relations for Haiti, with many foreign government obligations pledged to Haiti's economic recovery, under then-Prime Minister Lamothe, the Ministry of Planning & External Cooperation was located within the Office of the Prime Minister.

91 Constitution, Article 217.

92 Constitution, Articles 245-248-1.

93 Constitution, Article 249.

94 Constitution, Article 251.

95 Constitution, Article 252.

96 Constitution, Articles 253-258.

97 Constitution, Articles 259-262.

98 Constitution, Articles 234-244.

99 Constitution, Articles 241-243.

100 Constitution, Article 263.

101 Constitution, Article 263-1.

102 Constitution, Article 264.

103 Constitution, Article 265.

104 Constitution, Article 264-2.

105 Constitution, Article 264-3.

106 Constitution, Article 266.

107 Constitution, Article 268-3.

108 Constitution, Article 268.

109 Constitution, Article 268-2.

110 Constitution, Article 269.

111 Constitution, Article 269-1.

112 Constitution, Article 273.

113 Constitution, Article 271.

114 Constitution, Article 272.

115 <http://geocommons.com/maps/70706>, last accessed August 20, 2014 (no longer an active hyperlink).

116 Constitution, Article 62.

117 Constitution, Article 63.

118 <http://geocommons.com/maps/70706>, last accessed August 20, 2014 (no longer an active hyperlink).

119 Constitution, Article 66.

120 Constitution, Article 66.1.

121 Constitution, Article 68.

122 Constitution, Article 75.

123 Constitution, Article 76.

124 Constitution, Article 77.

125 Government of the Republic of Haiti, Strategic Plan For the Development of Haiti: An Emerging Country in 2030, iv (2012), (hereafter cited as "Strategic Plan for the Development of Haiti").

126 Constitution, Article 78.

127 Constitution, Article 79.

128 Constitution, Article 80.

129 Constitution, Article 80-1.

130 Constitution, Article 85.

131 Constitution, Article 86.

132 Constitution, Article 87.

133 Constitution, Article 87-1.

134 Constitution, Articles 190bis.

135 Constitution, Articles 190bis-1.

136 Constitution, Articles 190ter-190ter10.

137 Constitution, Articles 191-199.

138 Constitution, Article 191.

139 Constitution, Articles 200-205.

140 Constitution, Articles 200-1, et seq.

141 Constitution, Articles 206-206-1.

142 Constitution, Article 207-1.

143 Constitution, Articles 217-233.

144 Constitution, Article 208.

145 Constitution, Article 213.

146 Constitution, Article 225.

147 Constitution, Article 224.

148 Constitution, Article 226.

149 Strategic Plan For the Development of Haiti.

150 Strategic Plan for the Development of Haiti, 5.

151 Ibid., at 11.

152 Strategic Plan for the Development of Haiti, 10.

153 <http://www.pacegi.ht/about>, last accessed August 23, 2014 (no longer an active hyperlink).

154 Ibid.

155 See CFI Investment Guide, 69-70, from which this entire Subchapter, "-Haiti's Centre for Facilitation of Investments (CFI)", is heavily drawn.

156 Ibid.

157 See Constitution, Art. 158.

158 Constitution, Art. 165.

159 Constitution, Art. 137.

160 Constitution, Art. 158.

161 Constitution, Art. 95.

162 Constitution, Art. 111-8.

163 Constitution, Art. 136.

164 Haitian law frequently refers to French law as authority for some Haitian laws. For example, in a highly-publicized 2014 case, Haitian lawyers flew to France to research a novel question of Haitian law--the availability of the sanction of house arrest--looking to French law as determinative on the question in the absence of Haitian authority. See The Nouvelliste, "Haitian Lawyers: Judge Belizaire's house arrest sanction is illegal, does not exist under Haitian law" (September 11, 2014),  http://lenouvelliste.com/lenouvelliste/article/135689/Le-juge-Belizaire-conjugue-lillegalite-la-mise-en-residence-surveillee-nexiste-pas-en-droit-haitien.html, last accessed September 12, 2014.

165 See Civil Code of the Republic of Haiti (1892) (hereinafter cited as "Civil Code"), Chapter II of Law No. 20, Of Delicts and Quasi-Delicts, at Civil Code Articles 1168-1172.

166 See CFI Investment Guide, 38-40, from which this portion of Subchapter 3.2, "-Investment Code, 2002", paraphrases extensively. See also Law on the Investment Code Modifying the October 30, 1989 Order on the Investment Code (hereinafter cited as "Investment Code"),  http://www.sice.oas.org/Investment/NatLeg/HTI/103089_law_Inv_Code_e.asp \- T4_C1, last accessed March 9, 2016.

167 See Investment Code, Article 27.

168 Ibid.

169 See CFI Investment Guide, 40.

170 See Chapter 4, "Notaries & Notarial Instruments", infra.

171 Constitution, Article 125-1.

172 Constitution, Article 125.

173 As one of the Member States of the United Nations, Haiti is a State Member of the International Court of Justice ("ICJ"). As to the ICJ generally, see <http://www.icj-cij.org/court/index.php?p1=1>, last accessed March 9, 2016. As to the ICJ's jurisdiction, see <http://www.icj-cij.org/jurisdiction/index.php?p1=5>, last accessed March 9, 2016.

174 See <http://www.oas.org/juridico/english/treaties/b-29.html>, last accessed March 9, 2016.

175 See  http://ipmall.info/hosted_resources/lipa/copyrights/The Buenos Aires Convention.pdf, last accessed March 9, 2016.

176 See World International Property Organization, International Treaties and Conventions on Intellectual Property (2007) (hereinafter cited as "WIPO International Treaties"),  http://www.wipo.int/export/sites/www/about-ip/en/iprm/pdf/ch5.pdf, last accessed March 14, 2016.

177 See <http://www.wipo.int/treaties/en/text.jsp?file_id=283698>, last accessed March 9, 2016.

178 See  http://www.wipo.int/wipolex/en/other_treaties/details.jsp?treaty_id=208, last accessed March 9, 2016.

179 Agreement on Trade-Related Aspects of Intellectual Property Rights, Entered into force with respect to Haiti January 30, 1996 ("TRIPS Agreement"),  http://www.wipo.int/edocs/lexdocs/treaties/en/wto01/trt_wto01_001en.pdf, last accessed March 9, 2016.

180 See <http://www.oas.org/juridico/english/hti.htm>, last accessed March 9, 2016.

181 Mechanism For Follow-Up On The Implementation Of The Inter-American Convention Against Corruption, REPUBLIC OF HAITI, FINAL REPORT (Sept. 12, 2014), <http://www.oas.org/juridico/PDFs/mesicic4_final_hti_en.pdf>, last accessed March 9, 2016.

182 Ibid. at 1.

183 <http://www.caricom.org/jsp/community/revised_treaty-text.pdf>, last accessed March 9, 2016.

184 Note that Haiti's free market access to Europe and Canada for all goods under CARICOM, and to the United States for certain garment products under the U.S. HELP Act, see Text at Note 579, infra, represent a potentially significant strategic advantage for exporters operating from Haitian operations.

185 Agreement Establishing the Caribbean Court of Justice,  http://www.caricom.org/jsp/secretariat/legal_instruments/agreement_ccj.pdf, last accessed March 9, 2016.

186 See World Bank,  https://icsid.worldbank.org/apps/ICSIDWEB/about/Pages/MembershipStateDetails.aspx?state=ST61, last accessed March 14, 2016.

187 See Agreement Establishing the World Trade Organization, Entered into force with respect to Haiti January 30, 1996, <http://www.wipo.int/edocs/lexdocs/treaties/en/wto/trt_wto.pdf>, last accessed March 9, 2016.

188 The source of this chart is World Bank Doing Business 2016: Haiti Report, at 9.

189 See Ministry of Justice and Public Safety, "Les Professions Judiciaires" (referring to the Décret du 27 nov. 1969 sur le notariat), <http://www.mjsp.gouv.ht/Pro_judiciaire.htm>, last accessed March 9, 2016. See also Subchapter 19.2, "Profession of Notary", infra.

190 Ibid.

191 See CFI Investment Guide, 41.

192 Ibid., 42-43.

193 See discussion in Subchapters 6.3, "Agency Contract" and 6.5, "Franchises", infra.

194 Commercial Code of the Republic of Haiti (hereinafter cited as "Commercial Code"), Articles 30, 31 and 34.

195 Republic of Haiti, Center for Facilitation of Investments, Haiti Business: Limited Liability Corporation at 1 (2013).

196 Ibid.

197 World Bank Doing Business 2016: Haiti Report, at 21.

198 Ibid.

199 See World Bank Doing Business 2016: Haiti Report, 21-24. Readers considering incorporating an S.A. are encouraged to review this portion of this World Bank report, as the information provided, including time required to complete each procedure, and associated costs, has been meticulously collected, organized and presented.

200 Commercial Code, Articles 21-23.

201 Republic of Haiti, Center for Facilitation of Investments, Haiti Business: General Partnership and Limited Partnership Companies (2013).

202 Commercial Code, Article 26.

203 Commercial Code, Article 24.

204 Ibid.

205 Republic of Haiti, Center for Facilitation of Investments, Haiti Business: Branch of a Foreign Public Limited Company (2013).

206 Ibid.

207 Republic of Haiti, Center for Facilitation of Investments, Haiti Business: The Cooperative (2013).

208 Ibid.

209 Commercial Code, Article 51. Note that the joint venturers are not insulated from personal liability by the Joint Venture, nor is there any continuity of life of the Joint Venture beyond the lives of the joint venturers.

210 Law of September 20, 1963.

211 Ibid., Article 12.

212 See <http://ppp.worldbank.org/public-private-partnership/>, last accessed March 9, 2016.

213 Decree of October 8, 1969, Decree of October 16, 1969.

214 Law of August 2, 2002.

215 Ibid.

216 Id.

217 See Chapter 17, "Foreign Investment & Investment Incentives", infra.

218 Law of August 2, 2002.

219 Civil Code, Articles 898-901.

220 Civil Code, Article 925.

221 Civil Code, Article 1368.

222 Civil Code, Article 1368.

223 Civil Code, Article 1379.

224 Civil Code, Article 1383.

225 Civil Code, Article 1385.

226 Civil Code, Article 1385.

227 Civil Code, Article 1389.

228 Civil Code, Article 1391.

229 Civil Code, Article 1410.

230 Civil Code, Article 1378.

231 Civil Code, Articles 1444, 1458.

232 See Chapter 8, "Rental", infra.

233 Civil Code, Article 987.

234 Ibid.

235 Civil Code, Article 985.

236 Civil Code, Article 1775.

237 Civil Code, Article 1838.

238 Civil Code, Article 1839.

239 See Organization of American States, A Statement of the Laws of Haiti in Matters Affecting Business, (1974) (hereinafter cited as "OAS Statement of Laws"), at 32.

240 See OAS Statement of Laws, 33.

241 See OAS Statement of Laws, 33.

242 See OAS Statement of Laws, 33.

243 Civil Code, Article 1862.

244 Civil Code, Article 1866.

245 Civil Code, Article 1868.

246 Civil Code, Article 1869.

247 Civil Code, Article 1870.

248 Civil Code, Article 1881.

249 See OAS Statement of Laws, 34.

250 The "usufruct" is a Roman law and Napoleonic Civil Code concept that is utilized by Haiti's Civil Code. Under traditional Civilian (i.e., Civil Law) analysis, the right of ownership includes the _usus_ (the right of use), _fructus_ (the right to enjoy) and _abusus_ (the right of disposal). Yiannopoulas, Usufruct: General Principles - Louisiana and Comparative Law, 27 La. L. Rev. 369 (1967), available at <http://digitalcommons.law.lsu.edu/lalrev/vol27/iss3/3/>, last accessed March 9, 2016. Under Article 478 of Haiti's Civil Code, a usufruct is the right to use the property of another. The holder of a usufruct, known as a usufructuary, has the right to use the property and enjoy its fruits, but not to alienate or dispose of the property. See generally, Civil Code, Articles 478-510.

251 Civil Code, Article 1865. See OAS Statement of Laws, 34.

252 Civil Code, Article 1884.

253 Civil Code, Article 1895.

254 Commercial Code, Articles 112-229.

255 See Uniform Commercial Code, Article 3—Negotiable Instruments (2002), <http://www.law.cornell.edu/ucc/3>, last accessed March 9, 2016.

256 Halsbury's Laws of England, Volume 1(1), <http://www.duhaime.org/LegalDictionary/B/Bottomry.aspx>, last accessed March 9, 2016.

257 See OAS Statement of Laws, 83.

258 See Subchapter 6.6, "Guarantees", supra.

259 Civil Code, Article 1838.

260 Haiti Libre, "Haiti: The need for business financing, estimated at $2.5 billion", May 20, 2014,  http://www.haitilibre.com/en/news-11192-haiti-economy-the-need-for-business-financing-estimated-at-$25-billion.html, last accessed August 26, 2014.

261 Ibid.

262 See OAS Statement of Laws, 91-92.

263 Civil Code, Article 1481.

264 Civil Code, Article 1483.

265 Civil Code, Article 1482.

266 Civil Code, Article 1483.

267 Civil Code, Article 1490.

268 Civil Code, Article 1491.

269 Civil Code, Article 1490.

270 Civil Code, Article 1499.

271 Civil Code, Article 1533.

272 World Bank Group, IFC Global Leasing Toolkit—An Introduction, 4,  http://www.ifc.org/wps/wcm/connect/ecbe31004958600ca1c2b519583b6d16/GlobalToolkit-AnIntroduction-Final.pdf?MOD=AJPERES&CACHEID=ecbe31004958600ca1c2b519583b6d16, last accessed August 26, 2014.

273 Ibid.

274 See Note 260, supra.

275 Constitution, Article 36.

276 Constitution, Article 36-5.

277 Haiti Property Law Working Group, Haiti Land Transaction Manual, Vol. 1: A how-to guide for the legal sale of property in Haiti, VII (2012),  http://www.habitat.org/sites/default/files/haiti_english_manual-web.pdf, last accessed March 9, 2016 (hereinafter cited as "Habitat Land Transaction Manual" or the "Manual").

278 See Habitat Land Transaction Manual.

279 Id. at VI.

280 Id. at VII.

281 Ibid.

282 Ibid.

283 Ibid. at VII.

284 Ibid. at 1.

285 Ibid.

286 Note that the Manual refers to the deed and the bill of sale as interchangeable terms for the same instrument. The Glossary contains the following definition:

Bill of sale or deed ( _acte de vente_ ) —Document evidencing the parties' agreement on transfer of ownership of property by a person or entity called seller to a person or entity called buyer or purchaser. In connection with a genuine sale, the bill of sale is the official document with the signature and seal of the notary, signifying the completed sale of the land.

Habitat Land Transaction Manual at 21.

287 Habitat Land Transaction Manual at 2.

288 Ibid. at 2. See Civil Code, Article 1368.

289 Ibid.

290 Ibid.

291 Ibid. at 5.

292 Ibid. at 7.

293 Ibid. at 8. Note that quotes of ALL CAPS text in this Subchapter 10.1, "Real Property Title" is as presented in the original Habitat Land Transaction Manual.

294 Ibid. at 9.

295 Ibid.

296 Ibid. at 12.

297 Ibid.

298 Ibid. at 13.

299 Ibid. at 14-16.

300 Ibid. at 16.

301 Ibid. at 17.

302 Ibid. at 19.

303 Ibid.

304 Ibid. at 20.

305 Ibid. at 21.

306 Ibid. at 2.

307 Ibid. at 24.

308 Civil Code, Article 1921.

309 See http://www.opic.gov, last accessed March 9, 2016, upon which this section draws extensively.

310 See <http://www.opic.gov/what-we-offer/financial-products>, last accessed March 9, 2016.

311 See <http://www.opic.gov/what-we-offer/financial-products/apply>, last accessed March 9, 2016.

312 See  http://www.ifc.org/wps/wcm/connect/corp_ext_content/ifc_external_corporate_site/home, last accessed March 9, 2016.

313 See  http://www.ifc.org/wps/wcm/connect/CORP_EXT_Content/IFC_External_Corporate_Site/What+We+Do/, last accessed March 9, 2016.

314 See World Bank,

 http://www.ifc.org/wps/wcm/connect/Topics_Ext_Content/IFC_External_Corporate_Site/Corporate+Governance/Investments/,last accessed March 14, 2016.

315 See  http://www.ifc.org/wps/wcm/connect/corp_ext_content/ifc_external_corporate_site/what+we+do/investment+services/loans, last accessed September 7, 2014 (no longer an active hyperlink). See also  http://www.ifc.org/wps/wcm/connect/CORP_EXT_Content/IFC_External_Corporate_Site/Solutions/Products+and+Services/Loans/, last accessed March 14, 2016.

316 See  http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+syndications, last accessed March 9, 2016.

317 See  http://www.ifc.org/wps/wcm/connect/corp_ext_content/ifc_external_corporate_site/what+we+do/investment+services/equity+finance, last accessed September 7, 2014 (no longer an active hyperlink). See also  http://www.ifc.org/wps/wcm/connect/CORP_EXT_Content/IFC_External_Corporate_Site/Solutions/Products+and+Services/Equity/, last accessed March 14, 2016.

318 See  http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/structured+finance/structured+finance+products+home, last accessed March 9, 2016.

319 See  http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+finance/derivative+based+products/risk+management, last accessed September 7, 2014 (no longer an active hyperlink). Note that IFC does not currently list Risk Management Products as offered products on its website, see  http://www.ifc.org/wps/wcm/connect/CORP_EXT_Content/IFC_External_Corporate_Site/Solutions/Products+and+Services/, last accessed March 14, 2016.

320 See  http://www.ifc.org/wps/wcm/connect/topics_ext_content/ifc_external_corporate_site/ifc+finance/derivative+based+products/local+currency+financing, last accessed September 7, 2014 (no longer an active hyperlink). Note that IFC does not currently list Structured Finance as offered products on its website, see  http://www.ifc.org/wps/wcm/connect/CORP_EXT_Content/IFC_External_Corporate_Site/Solutions/Products+and+Services/, last accessed March 14, 2016.

321 See  http://www.ifc.org/wps/wcm/connect/industry_ext_content/ifc_external_corporate_site/industries/home, last accessed March 9, 2016.

322 See  http://www.ifc.org/wps/wcm/connect/Industry_EXT_Content/IFC_External_Corporate_Site/Industries/Financial+Markets/Trade+and+Supply+Chain, last accessed March 9, 2016.

323 See  http://www.ifc.org/wps/wcm/connect/as_ext_content/what+we+do/advisory+services?contentIDR=8423e10046bacdce8d158fb254bfb7d4&useDefaultText=0&useDefaultDesc=0, last accessed September 10, 2014 (no longer an active hyperlink). Note that, although IFC certainly has the expertise to provide these services, IFC does not currently list these types of Advisory Services as offered services on its website, see  http://www.ifc.org/wps/wcm/connect/CORP_EXT_Content/IFC_External_Corporate_Site/Solutions/Products+and+Services/, last accessed March 14, 2016.

324 See <https://www.ifcamc.org/>, last accessed March 14, 2016.

325 See <http://www.iadb.org/en/inter-american-development-bank,2837.html>, last accessed March 9, 2016.

326 See <http://www.iadb.org/en/inter-american-development-bank,2837.html>, last accessed March 9, 2016.

327 See Subchapter 30.2, "InterAmerican Development Bank (IDB)", infra.

328 See <http://www.iadb.org/en/projects/projects-by-sector,6785.html>, last accessed March 9, 2016.

329 See, e.g., Montana Hotel Reconstruction Project,  http://www.iadb.org/en/projects/project-description-title,1303.html?id=HA-L1067, last accessed September 6, 2014 (no longer an active hyperlink), which involves proposed IDB financing a senior secured loan for an amount up to US$12.5 million for the reconstruction of 150 short-stay rooms, 125 extended-stay rooms, a parking garage with 300 spaces, five conference rooms, and a restaurant with 180 seats for the privately-owned Montana Hotel, see <http://idbdocs.iadb.org/wsdocs/getdocument.aspx?docnum=36199940>, last accessed March 9, 2016.

330 See  http://www.iadb.org/en/projects/advanced-project-search,1301.html?country=HA&nofilter, last accessed March 9, 2016.

331 See  http://www.iadb.org/en/resources-for-businesses/private-sector-financing-and-technical-assistance,5753.html, last accessed March 9, 2016.

332 IDB's lending rate is typically based on loan charges plus 3-month LIBOR-based rates, reset four times a year (in January, April, July and October), though IDB makes fixed rate loans as well. Between 2009 and 2016, a period when LIBOR rates have been at historic lows, for its Flexible Financing Facility – USD and Single Currency Facility - LIBOR – USD loan products, IDB's lending rate (the Base rate (LIBOR) plus loan charges) fluctuated between 0.99% and 1.85% per annum. See <http://idbdocs.iadb.org/wsdocs/getdocument.aspx?docnum=35768523>, last accessed March 9, 2016. Since 2009, IDB loan charges (in addition to the lending rate) for ordinary capital loans have totaled less than 1.65% per annum. See <http://idbdocs.iadb.org/wsdocs/getdocument.aspx?docnum=35769969>, last accessed March 9, 2016. The IDB also charges transaction fees which are commercially reasonable. See <http://idbdocs.iadb.org/wsdocs/getdocument.aspx?docnum=35754006>, last accessed March 9, 2016.

333 See  http://www.iadb.org/en/resources-for-businesses/private-sector-financing-and-technical-assistance,5753.html, last accessed March 9, 2016.

334 See  http://www.iadb.org/en/structured-and-corporate-finance/future-finance-private-sector-with-purpose,6932.html, last accessed March 9, 2016.

335 See  http://www.iadb.org/en/structured-and-corporate-finance/about-us,7557.html, last accessed March 9, 2016.

336 Ibid.

337 See  http://www.iadb.org/en/resources-for-businesses/idb-financial-instruments-for-private-sector,5800.html? \- SCF, last accessed March 9, 2016. IDB information on this page includes the Financial Instruments, Target Client, Terms and Other Information for the following IDB organizational elements,  Structured and Corporate Finance Department,  Inter-American Investment Corporation,  Multilateral Investment Fund, and  Opportunities for the Majority, and is worth careful review by those seeking financial partner in Haiti or elsewhere in Latin America.

338 <http://www.iic.org/en/products>, last accessed March 9, 2016.

339 See  http://www.iadb.org/en/resources-for-businesses/inter-american-investment-corporation,5762.html, last accessed March 9, 2016.

340 See  http://www.iadb.org/en/resources-for-businesses/inter-american-investment-corporation,5762.html, last accessed March 9, 2016.

341 See  http://www.iadb.org/en/resources-for-businesses/idb-financial-instruments-for-private-sector,5800.html? \- IIC, last accessed March 10, 2016.

342 See  http://www.iadb.org/en/resources-for-businesses/idb-financial-instruments-for-private-sector,5800.html? \- MIF, last accessed March 10, 2016.

343 See  http://www.iadb.org/en/resources-for-businesses/financing-for-bop-businesses-in-latin-america,5764.html, last accessed March 9, 2016.

344 Ibid.

345 See  http://www.iadb.org/en/resources-for-businesses/idb-financial-instruments-for-private-sector,5800.html? \- OMJ, last accessed March 10, 2016.

346 See  http://www.iadb.org/en/resources-for-businesses/impact-investing-in-latin-america-and-the-caribbean,5752.html, last accessed March 9, 2016.

347 Ibid.

348 Ibid.

349 Ibid.

350  http://www.iadb.org/en/resources-for-businesses/impact-investing-in-latin-america-and-the-caribbean,5752.html, last accessed March 9, 2016.

351 State Department Country Commercial Guide-Haiti, supra. Note that Haiti is not a signatory of the Madrid Agreement, but is a Member of the General Inter-American Convention for Trademark and Commercial Protection, see Note 355, infra.

352 The correct legal name for the "Buenos Aires Convention of 1910" is The Buenos Aires Convention, see  http://ipmall.info/hosted_resources/lipa/copyrights/The Buenos Aires Convention.pdf, last accessed March 9, 2016.

353 The correct legal name for the "Paris Convention of 1883" (also referred to herein as the "Paris Convention"), is the Paris Convention for the Protection of Industrial Property, see <http://www.wipo.int/treaties/en/text.jsp?file_id=288514>, last accessed March 9, 2016. For a list of countries that are Contracting Parties to the Paris Convention of 1883, see  http://www.wipo.int/treaties/en/ShowResults.jsp?lang=en&treaty_id=2, last accessed March 9, 2016.

354 The correct legal name for the "Berne Copyright Convention" is the Berne Convention for the Protection of Literary and Artistic Works, see <http://www.wipo.int/treaties/en/text.jsp?file_id=283698>, last accessed March 9, 2016. For a list of countries that have ratified the Berne Convention for the Protection of Literary and Artistic Works, see <http://www.wipo.int/treaties/en/ShowResults.jsp?treaty_id=15>, last accessed March 9, 2016.

355 General Inter-American Convention for Trademark and Commercial Protection, see  http://www.wipo.int/edocs/lexdocs/treaties/en/oas-tmcp/trt_oas_tmcp.pdf, last accessed March 9, 2016, and  http://www.wipo.int/edocs/lexdocs/treaties/en/oas-tmcp/trt_oas_tmcp.pdf, last accessed March 9, 2016.

356 See Note 355, supra.

357 See  http://www.wipo.int/wipolex/en/other_treaties/parties.jsp?treaty_id=353&group_id=21, last accessed March 9, 2016.

358 See  http://www.inta.org/TrademarkBasics/FactSheets/Pages/InternationalTreaties.aspx, last accessed March 9, 2016.

359 Ibid.

360 See Chapter 25, "Arbitration", infra.

361 See Chapter 24, "Judicial Enforcement & Execution of Judgments", infra.

362 See Note 353, infra.

363 See Law of 17 July 1954 on the Registration and Assignment of Trademarks and Service Marks, amended by Act of July 14, 1956, and Decree of August 28, 1960; Law of December 14, 1922, on Patents of Inventions and Industrial Designs, amended by Law of July 3, 1924; Decree on Copyrights of October 12, 2005, establishing the Haitian Copyright Office. For intellectual property issues, the State Department suggests contacting the Regional IPR Attaché for Mexico, Central America and the Caribbean at the United States Embassy in Mexico City.

364 Haïti's Penal Code contains provisions dealing with counterfeiting of goods that infringe copyright. See <http://www.wipo.int/edocs/lexdocs/laws/fr/ht/ht010fr.pdf>, last accessed March 9, 2016.

365 See Decree of October 12, 2005 on the Creation of the Office of Haitian Copyright (BHDA), <http://www.wipo.int/edocs/lexdocs/laws/fr/ht/ht008fr.pdf>, last accessed March 9, 2016, and Decree of January 9, 1968 relating to Copyright in Literary, Scientific and Artistic Works, <http://www.wipo.int/edocs/lexdocs/laws/en/ht/ht001en.pdf>, last accessed March 9, 2016, and <http://www.wipo.int/edocs/lexdocs/laws/fr/ht/ht001fr.pdf>, last accessed March 9, 2016.

366 See Note 179, supra.

367 Berne Convention for the Protection of Literary and Artistic Works, Article 5(2), see <http://www.wipo.int/treaties/en/text.jsp?file_id=283698>, last accessed March 9, 2016.

368 Most developed countries have ratified the Berne Convention for the Protection of Literary and Artistic Works, see Note 354, supra.

369 See Chapter 25, "Arbitration", infra.

370 See Chapter 24, "Judicial Enforcement & Execution of Judgments", infra.

371 Paris Convention for the Protection of Industrial Property, <http://www.wipo.int/treaties/en/text.jsp?file_id=288514>, last accessed March 9, 2016.

372 Reiss, "Commentary On The Paris Convention For The Protection Of Industrial Property", <http://www.lex-ip.com/Paris.pdf>, last accessed March 9, 2016.

373 Ibid., at 3.

374 Ibid.

375 See OAS Statement of Laws, 72, citing the Law of December 14, 1922.

376 Patent applications must be submitted in French and accompanied by a description of the claimed discovery, invention or application, and associated designs, samples, models and other relevant documentation.

377 See OAS Statement of Laws, 72, citing the Law of December 14, 1922.

378 Ibid.

379 See Chapter 25, "Arbitration", infra.

380 See Chapter 24, "Judicial Enforcement & Execution of Judgments", infra.

381 See Note 371, supra.

382 See Note 374 and accompanying text, supra.

383 See text at Note 165, supra.

384 Chapter II of Law No. 20, "Of Delicts and Quasi-Delicts", at Civil Code Art. 1168-1172.

385 Law of December 14, 1932.

386 Ibid. at Arts. 20-25.

387 See CFI Investment Guide, 54, from which this Chapter 13, "Taxes", draws heavily.

388 See Chapter 14, "Customs", infra.

389 See Chapter 17, "Foreign Investment and Investment Incentives", infra.

390 See Chapter 17, "Foreign Investment & Investment Incentives", infra.

391 See Chapter 17, "Foreign Investment & Investment Incentives", infra.

392 See HCNN.com, "Haiti to open new office at Customs to help philanthropic organizations", June 19, 2014,  http://hcnn.ht/en/2014_06/aid_and_development/309/Haiti-to-open-new-office-at-Customs-to-help-philanthropic-organizations-Haiti-Laurent-Lamothe-Customs-NGOs-Diaspora-philanthropy-Haitian-government.htm, last accessed March 9, 2016.

393 For example, Government policy has restricted exports of high value coffee for a number of years.

394 For example, Government policy imposes a significant export duty on exports of dried sea cucumbers, a type of high-value seafood for which the only real market is found in Chinese populations.

395 See Chapter 17, "Foreign Investment & Investment Incentives", infra.

396 See CFI Investment Guide, 55, from which portions of this Subchapter 14.3, "Professional Identity Card", were heavily drawn.

397 See Chapter 13, "Taxes", supra.

398 See Chapter 13, "Taxes", supra.

399 Constitution, Article 11.

400 Constitution, Article 11-1.

401 Constitution, Article 12. Note that this Article 12 recognizes dual nationality of Haitian citizens.

402 See CFI Investment Guide, 66, from which this paragraph is drawn.

403 See Subchapter 16.6, "Obtaining a Work Permit", infra.

404 See Subchapter 16.7, "Obtaining a _Permis de Séjour_ ", infra.

405 Constitution, Article 54.

406 Constitution, Article 54-1.

407 Constitution, Article 53.

408 Constitution, Article 56.

409 Constitution, Article 57.

410 Constitution, Article 55.

411 Constitution, Article 55-1.

412 Constitution, Article 55-3.

413 Constitution, Article 55-1.

414 Constitution, Article 55-4. Note that this Article is phrased ambiguously by its use of the initial phrase "The right", which could be interpreted more broadly.

415 Constitution, Article 55-4.

416 See Law of February 13, 1925 and Law of September 9, 1969.

417 Constitution, Article 54-1.

418 See Subchapter 19.1, "Practice of the Profession of Law", infra.

419 See Subchapter 19.2, "Profession of Notary", infra.

420 Law of July 9, 1940.

421 Labor Code of the Republic of Haiti (hereinafter cited as "Labor Code"), Article 365. A compilation of the Labor Code may be found at  http://www.ilo.org/dyn/natlex/docs/WEBTEXT/135/64790/F61HTI01.htm, last accessed March 9, 2016.

422 U.S. Embassy, Port-au-Prince, Haiti, <http://haiti.usembassy.gov/work-permit.html>, last accessed March 9, 2016.

423 Labor Code, Article 372.

424 U.S. Embassy, Port-au-Prince, Haiti,  http://haiti.usembassy.gov/service/useful-information/information-on-obtaining-a-permis-de-sejour.html, last accessed March 9, 2016.

425 Ibid.

426 Labor Code, Article 374.

427 U.S. Embassy, Port-au-Prince, Haiti,  http://haiti.usembassy.gov/service/useful-information/marriage--divorce-in-haiti.html, last accessed March 9, 2016.

428 U.S. Embassy, Port-au-Prince, Haiti,  http://haiti.usembassy.gov/service/useful-information/marriage--divorce-in-haiti.html, last accessed March 9, 2016.

429 See CFI Investment Guide, 40 from which this entire Chapter 17, "Foreign Investment & Investment Incentives" is heavily drawn by direct quotation and paraphrasing. Readers are referred to the CFI Investment Guide for additional information and insight.

430 Investment Code, Article 29.

431 CFI Investment Guide, 40.

432 Investment Code, Articles 30, 31.

433 CFI Investment Guide, 40.

434 Investment Code, Articles 32, 33.

435 CFI Investment Guide, 40.

436 Investment Code, Articles 34, 35, and 36.

437 CFI Investment Guide, 40.

438 Investment Code, Articles 37, 38, and 39.

439 CFI Investment Guide, 40. See Investment Code, Article 39.

440 Investment Code, Article 40.

441 CFI Investment Guide, 40.

442 Investment Code, Article 41.

443 CFI Investment Guide, 40.

444 See CFI Investment Guide, 55, from which this Chapter 18, "Labor & Social Legislation", draws heavily. Readers are referred to the CFI Investment Guide for additional information and insight.

445 Constitution, Article 35.

446 Constitution, Article 35-1.

447 Constitution, Article 35-2.

448 Constitution, Article 35-6.

449 Constitution, Article 35-5.

450 Constitution, Article 35-3.

451 Constitution, Article 35-4.

452 Law of August 28, 1967.

453 Decree of March 29, 1979.

454 See Ministry of Justice and Public Safety, "Les Professions Judiciaires" (referring to the Décret du 27 Nov. 1969 sur le notariat), <http://www.mjsp.gouv.ht/Pro_judiciaire.htm>, last accessed March 9, 2016.

455 Ibid.

456 See <http://www.cniah.org/index.html>, last accessed March 11, 2016.

457 Commercial Code of the Republic of Haiti (hereinafter cited as "Commercial Code"), Sec. 1.

458 Commercial Code, Sec. 3.

459 Commercial Code, Sec. 5.

460 See OAS Statement of Laws, 17.

461 Decree of June 18, 1964.

462 HTG20.

463 From HTG15 to HTG50.

464 See Law of August 14, 1952.

465 Ibid., at Sec. 2.

466 Civil Code, Article 1601.

467 Civil Code, Article 1603.

468 Commercial Code, Article 19.

469 Civil Code, Articles 901, 902, 925, 1601, et seq., 1631, 1641, and 1642.

470 Commercial Code, Articles 54, 492, and 624.

471 Civil Code, Article 1642. See also Commercial Code, Articles 14, 18-64, and 435.

472 Commercial Code, Article 1.

473 Commercial Code, Article 2.

474 See Subchapter 7.5, "Bottomry Contracts", supra.

475 See <http://www.conatel.gouv.ht/>.

476 A sweeping set of Decrees pertaining to the regulation of Haiti's electric energy sector was issued on January 6, 2016 and published in Le Moniteur on February 3, 2016. Former President Martelly stepped down from the Office of the Presidency on February 7, 2016.

477 In doing so, the Decrees, in each of their preambles, noted that "the Legislative Branch is currently inoperative and there is then held for the executive power to legislate by decree on matters of public interest"; all three Decrees also based the action taken on "the report of the Minister for Public Works, Transport and Communications", and "deliberation by the Council of Ministers." See, e.g., See Decree of January 6, 2016, 23 Le Moniteur 1 (February 3, 2016) (Decree regulating the Electrical Energy Sector), hereinafter cited as "Decree regulating the Electrical Energy Sector".

478 See Decree regulating the Electrical Energy Sector, 23 Le Moniteur 1 (February 3, 2016).

479 See Decree of January 6, 2016, 23 Le Moniteur 30 (Decree establishing an autonomous body of an administrative nature endowed with legal personality and financial autonomy called National Authority for Energy Sector Regulation (ANARSE)), hereinafter cited as "Decree Establishing ANARSE".

480 See Decree of January 6, 2016, 23 Le Moniteur 42 (Decree establishing an autonomous body with industrial and commercial character, having legal personality and financial autonomy called Electricity of Haiti (EDH)), hereinafter cited as "Decree Establishing EDH."

481 See Note 478 above.

482 See Decree regulating the Electrical Energy Sector, Article 2, 23 Le Moniteur 3.

483 See Decree regulating the Electrical Energy Sector, Article 1, 23 Le Moniteur 2.

484 See Decree regulating the Electrical Energy Sector, Article 5, 23 Le Moniteur 4.

485 See Decree regulating the Electrical Energy Sector, Article 8, 23 Le Moniteur 5.

486 See Decree regulating the Electrical Energy Sector, Article 9, 23 Le Moniteur 5.

487 See Decree regulating the Electrical Energy Sector, Articles 10-29, 23 Le Moniteur 5-8.

488 See Decree regulating the Electrical Energy Sector, Article 30, 23 Le Moniteur 9.

489 See Decree regulating the Electrical Energy Sector, Article 31, 23 Le Moniteur 9.

490 See Decree regulating the Electrical Energy Sector, Article 32, 23 Le Moniteur 9.

491 See Decree regulating the Electrical Energy Sector, Articles 33-43, 23 Le Moniteur 9-11. Note that Article 34 expressly provides that such licenses are neither "tacitly nor automatically" renewable, and Article 37 provides for compensation to the operator only for regulatory early withdrawal or termination of the license for reason other than cause (i.e., the operator will not be entitled to compensation at the expiration of the license term).

492 See Decree regulating the Electrical Energy Sector, Articles 39-41, 23 Le Moniteur 10-11.

493 See Decree regulating the Electrical Energy Sector, Article 42, 23 Le Moniteur 11.

494 See Decree regulating the Electrical Energy Sector, Article 43, 23 Le Moniteur 11.

495 See Decree regulating the Electrical Energy Sector, Articles 44-52, 23 Le Moniteur 11-13.

496 See Decree regulating the Electrical Energy Sector, Articles 53-58, 23 Le Moniteur 13-14.

497 See Decree regulating the Electrical Energy Sector, Articles 59-66, 23 Le Moniteur 14-15.

498 See Decree regulating the Electrical Energy Sector, Article 67, 23 Le Moniteur 15-16.

499 See Decree regulating the Electrical Energy Sector, Article 68, 23 Le Moniteur 16.

500 See Decree regulating the Electrical Energy Sector, Articles 69-81, 23 Le Moniteur 16-18.

501 See Decree regulating the Electrical Energy Sector, Article 73, 23 Le Moniteur 17.

502 See Decree regulating the Electrical Energy Sector, Article 70, 23 Le Moniteur 16.

503 See Decree regulating the Electrical Energy Sector, Article 75, 23 Le Moniteur 17.

504 See Decree regulating the Electrical Energy Sector, Article 82, 23 Le Moniteur 18.

505 See Decree regulating the Electrical Energy Sector, Article 83, 23 Le Moniteur 18.

506 See Decree regulating the Electrical Energy Sector, Article 84, 23 Le Moniteur 18.

507 See Note 479 above.

508 See Decree Establishing ANARSE, Article 2, 23 Le Moniteur 30.

509 See Decree Establishing ANARSE, Article 3, 23 Le Moniteur 30.

510 See Decree Establishing ANARSE, Article 4, 23 Le Moniteur 30.

511 See Decree Establishing ANARSE, Articles 7-32, 23 Le Moniteur 32-37.

512 See Decree Establishing ANARSE, Article 23, 23 Le Moniteur 35.

513 See Decree Establishing ANARSE, Article 26, 23 Le Moniteur 36.

514 See Decree Establishing ANARSE, Articles 28-31, 23 Le Moniteur 36.

515 See Decree Establishing ANARSE, Articles 28, 23 Le Moniteur 36.

516 See Note 480 above.

517 See Decree Establishing EDH, Preamble, 23 Le Moniteur 42.

518 See Decree Establishing EDH, Article 4, 23 Le Moniteur 43.

519 See Decree Establishing EDH, Article 5, 23 Le Moniteur 43-44.

520 See Decree Establishing EDH, Articles 6-25, 23 Le Moniteur 44-49.

521 See Decree Establishing EDH, Article 7, 23 Le Moniteur 44.

522 See Decree Establishing EDH, Article 28, 23 Le Moniteur 49.

523 See Decree Establishing EDH, Article 38, 23 Le Moniteur 51. Note that EDH's private sector competitors are not exempt from Haitian customs duties or taxes. See Text at Notes 498 and 499, supra.

524 See Decree Establishing EDH, Article 39, 23 Le Moniteur 51.

525 See Decree regulating the Electrical Energy Sector, Article 9, 23 Le Moniteur 5.

526 Constitution, Article 36-5, which states: "The right to own property does not extend to the coasts, springs, rivers, watercourses, mines and quarries. They are part of the State's public domain."

527 Constitution, Article 36-6.

528 Decree of February 22, 1968.

529 Decree of June 18, 1964, as amended by Decree of November 9, 1964, as revised by Decree of September 25, 1967.

530 OAVCT is Haiti's State-owned vehicle insurance company.

531 Constitution, Article 36-5.

532 See Law of July 26, 1927, as modified by Laws and Decrees of December 11, 1961, January 16, 1963, and September 24, 1964.

533 See Law of July 26, 1927, as modified by Laws and Decrees of December 11, 1961, January 16, 1963, and September 24, 1964.

534 Law of December 21, 1922.

535 Law of February 3, 1926.

536 Decree of March 18, 1968.

537 Decree of November 20, 1972.

538 See introductory paragraph to Chapter 10, "Real Property & Mortgages", supra.

539 Constitution, Article 36-5.

540 Civil Code, Article 522.

541 Law of September 20, 1952, Articles 3 and 4; Executive Order of March 17, 1953.

542 See, e.g., Law of March 22, 1969, establishing a cooperative for the Artibonite responsible for redesigning irrigation and drainage canals, and maintaining and managing water access from those canals.

543 Decree of April 6, 1972.

544 Ibid.

545 Commercial Code, Articles 608-617.

546 See Chapter 25, "Arbitration", infra.

547 Civil Code, Article 1884.

548 See OAS Statement of Laws, 34.

549 See Note 250, supra.

550 Civil Code, Article 1865. See OAS Statement of Laws, 34.

551 See OAS Statement of Laws, 107

552 See Chapter 25, "Arbitration", infra.

553 See CFI Investment Guide, 55, from which this Subchapter 25.1, "Haitian Chamber of Conciliation & Arbitration (CCAH)" is heavily drawn.

554 See American Arbitration Association, Drafting Dispute Resolution Clauses: A Practical Guide, at 10 <https://www.adr.org/aaa/ShowPDF?doc=ADRSTG_002540>, last accessed March 17, 2016.

555 See  https://icsid.worldbank.org/apps/ICSIDWEB/about/Pages/default.aspx, last accessed March 14, 2016. See also Note 186, supra.

556 Id.

557 See  https://icsid.worldbank.org/apps/ICSIDWEB/resources/Pages/ICSID-Convention-in-other-Languages.aspx, last accessed March 14, 2016.

558 See  https://icsid.worldbank.org/ICSID/StaticFiles/model-clauses-en/8.htm \- a, last accessed March 9, 2016

559 Ibid.

560 See  https://icsid.worldbank.org/apps/ICSIDWEB/resources/Pages/default.aspx, last accessed March 14, 2016.

561 See Chapter 14, "Customs", supra.

562 Ibid.

563 Constitution, Article 36.

564 Constitution, Article 36-1.

565 Ibid.

566 Act of September 1, 1951.

567 Constitution, Article 36-2.

568 Ibid.

569 See <http://www.opic.gov/what-we-offer/political-risk-insurance>.

570 See http://www.opic.gov, upon which this entire section draws extensively.

571  http://www.opic.gov/what-we-offer/political-risk-insurance/indicative-rates, last accessed March 9, 2016.

572 See http://www.miga.org, last accessed March 9, 2016.

573 See <https://www.miga.org/who-we-are>, last accessed March 11, 2016.

574 Ibid.

575 See <https://www.miga.org/who-we-are/frequently-asked-questions/>, last accessed March 11, 2016. It is worth noting that, within the past year, MIGA has removed reference to coverage of "terrorism" from its war and civil disturbance coverages.

576 Ibid.

577 See CFI Investment Guide, 63, from which this Subchapter 29.1, "CARICOM", heavily draws.

578 See Subchapter 3.6, "Relevant Major Treaties & Conventions", supra.

579 See  https://www.clintonfoundation.org/our-work/clinton-foundation-haiti/programs/caracol-industrial-park, last accessed March 9, 2016.

580 <http://www.justice.gov/criminal/fraud/fcpa/>, last accessed March 9, 2016.

581 Haitian law continues to refer to French law as authority for at least some elements of Haitian law, see Note164.

582 For example, it is widely understood that the Haitian National Police (PNH) are torn by competing rivalries of its major foreign ministry donors (the United States, Canada and France), with PNH functional cohesion and operating efficiency being given secondary consideration by donors, after the donors' individual and differing interests, policies and preferences.

583 General Preferential Tariff and Least Developed Country Tariff Rules of Origin Regulations, Last amended on January 1, 2015 (February 15, 2016), <http://laws-lois.justice.gc.ca/PDF/SOR-2013-165.pdf>, last accessed March 12, 2016. See also Canadian Border Services Agency, Rules of Origin Respecting the General Preferential Tariff and Least Developed Country Tariff (March 9, 2015),  http://www.cbsa-asfc.gc.ca/publications/dm-md/d11/d11-4-4-eng.pdf, last accessed March 12, 2016.

584 See BBC, "The Massacre that Marked Haiti-Dominican Republic Ties", October 12, 2012, <http://www.bbc.com/news/world-latin-america-19880967>, accessed March 9, 2016.

585 See Oil & Gas Journal, "Caribbean has overlooked hydrocarbon potential on North America's doorstep", May 5, 2008",  http://www.ogj.com/articles/print/volume-106/issue-17/exploration-development/caribbean-has-overlooked-hydrocarbon-potential-on-north-americarsquos-doorstep.html, last accessed March 9, 2016.

586 See EXPLORER, "Seismic Project Sets Caribbean Investigation",  http://www.aapg.org/Publications/News/Explorer/Emphasis/ArticleID/2629/Seismic-Project-Sets-Caribbean-Investigation, last accessed March 9, 2016.

587 See Trinidad & Tobago National Petroleum Marketing Company Limited, "Increased Energy Cooperation Between T&T and Haiti: NP to Establish New Service Station Chain and LPG Bottling Plant,"  http://www.np.co.tt/news-newsletter/news/2014/08/04/increased-energy-cooperation-between-tt-and-haiti/, last accessed March 9, 2016.

588 Ibid.

589 See  http://web.worldbank.org/WBSITE/EXTERNAL/EXTABOUTUS/EXTIBRD/0,,menuPK:3046081~pagePK:64168427~piPK:64168435~theSitePK:3046012,00.html, last accessed March 9, 2016.

590 See <http://www.worldbank.org/ida/>, last accessed March 9, 2016.

591 See  http://www.ifc.org/wps/wcm/connect/corp_ext_content/ifc_external_corporate_site/home, last accessed March 9, 2016. See Chapter 11, "Capital Sources", supra, for an additional discussion of IFC services and alternatives.

592 See <http://www.miga.org/>, last accessed March 9, 2016. See Chapter 28, "Political Risk & Political Risk Insurance", supra, for an additional discussion of MIGA services and alternatives.

593 See <https://icsid.worldbank.org/ICSID/Index.jsp>, last accessed March 9, 2016. See Chapter 25, "Arbitration", supra, for an additional discussion of ICSID services.

594 See <http://www.iadb.org/en/inter-american-development-bank,2837.html>, last accessed March 9, 2016.

595 See  http://www.iadb.org/en/about-us/about-the-inter-american-development-bank,5995.html, last accessed March 9, 2016.

596 Ibid.

597 See Chapter 11, "Capital Sources", supra, for an additional discussion of IDB lending activity.

598 See <http://www.caribank.org/>, last accessed March 9, 2016.

599 See <http://www.caribank.org/uploads/2012/05/cdbpurpose-rev2014.pdf>, last accessed March 9, 2016.

600 See <http://www.caribank.org/about-cdb/bank-functions>, last accessed March 9, 2016.

601 See <http://www.caribank.org/projects/approved-projects>, last accessed March 14, 2016.

602 See <http://www.caribank.org/projects-approved/tvech-training>, last accessed March 9, 2016.

603 See <http://www.caribank.org/projects-approved/micro-fund>, last accessed March 9, 2016.

604 See, e.g., Caribbean Development Bank, Air Cargo Facilitation Enhancement Study, approved for the Government of Barbados,  http://www.caribank.org/projects-approved/air-cargo-facilitation-enhancement-study, last accessed March 9, 2016.

605 See <http://www.un.org/fr/peacekeeping/missions/minustah/>, last accessed March 9, 2016. Canada is currently reported to be in process of taking over the peacekeeping role filled by MINUSTAH, within the next year. See, Haiti Libre, "Canada could take command of the Minustah",  http://www.haitilibre.com/en/news-16829-haiti-security-canada-could-take-command-of-the-minustah.html, last accessed March 12, 2016.

606 CNN, "U.N. sued for 'bringing cholera to Haiti,' causing outbreak that killed thousands", October 10, 2013,  http://www.cnn.com/2013/10/09/world/americas/haiti-un-cholera-lawsuit/, last accessed March 9, 2016.

607 See OAS Statement of Laws, 25, from which this Chapter, "Civil Registers", is heavily drawn.

608 Civil Code, Article 42.

609 Civil Code, Article 43.

610 Civil Code, Article 44.

611 Civil Code, Article 45.

612 Civil Code, Article 46.

613 Civil Code, Articles 133-214.

614 Civil Code, Articles 133-150.

615 Civil Code, Articles 151-157.

616 Civil Code, Articles 158-164.

617 Civil Code, Articles 165-188.

618 Civil Code, Article 187.

619 Civil Code, Articles 189-195.

620 Civil Code, Articles 196-211.

621 Civil Code, Article 212.

622 Civil Code, Article 213.

623 Civil Code, Article 214.

624 Civil Code, Articles 215-292.

625 Civil Code, Articles 215-220.

626 Bustamente Code of Private International Law, Article 52, et seq. Haiti is a party to the Bustamente Code of Private International Law, see <http://www.oas.org/juridico/english/sigs/a-31.html>, last accessed March 9, 2016.

627 Civil Code, Articles 221-262.

628 Civil Code, Articles 263-282.

629 See Decree of December 10, 1970, and Decree of October 23, 1972.

630 Civil Code, Articles 283-292.

631 Civil Code, Articles 293-313.

632 Civil Code, Articles 314-328.

633 Civil Code, Articles 329-397. Law No. 10, "On Majority, Interdiction and Judicial Intervention", Civil Code Articles 398-424, also deals with family-related matters relating to the legal status of adults and the physically- and mentally-challenged. In addition, Law No. 16, "On Successions", Civil Code Articles 578-722, addresses significant family-related issues, including provisions relating to the usufruct in favor of the surviving spouse and forced heirship of children of the decedent, and Law No. 17, "On Inter Vivos Gifts and Wills", Civil Code Articles 723-896, also addresses significant family-related issues, especially in Chapter VIII: "Of Gifts Made by Marriage Contract to the Spouse and Children Born of the Marriage", Civil Code Articles 888-893, and Chapter IX: "Of Gifts between Spouses, either by Marriage Contract or during Marriage", Civil Code Articles 894-896.

634 Civil Code Articles 293-328.

635 Civil Code, Articles 300-301.

636 Civil Code Articles 302-314.

637 Civil Code Articles 305-313.

638 Social Security Law of September 12, 1951, Article 46(3).

639 Civil Code Articles 314-328.

640 Civil Code Article 314.

641 See Note 633, supra.

642 Civil Code Article 329.

643 Civil Code Articles 330-385.

644 Civil Code Articles 386-397.

645 See Decree of March 25, 1966.

646 Civil Code Articles 578-632, 723-749, 776-881, 954-979.

647 Civil Code Articles 578-584.

648 Civil Code Articles 578-632.

649 Civil Code Articles 723-749, 776-881.

650 Civil Code Articles 954-979.

651 Civil Code Articles 592-632.

652 Civil Code Articles 633-642.

653 Civil Code Articles 643-651.

654 Civil Code Articles 652-669.

655 Civil Code Articles 670-673.

656 Civil Code Articles 674-722.

657 Civil Code Articles 776-807.

658 Civil Code Articles 809-830.

659 Civil Code Articles 831-840.

660 Civil Code Articles 841-852.

661 Civil Code Article 91.

662 See OAS Statement of Laws, 105.

663 See OAS Statement of Laws, 105.

664 See OAS Statement of Laws, 105.

665 Civil Code Articles 1987-2046.

666 Civil Code Article 1988.

667 Civil Code Article 1991.

668 Civil Code Article 1993.

669 Civil Code Article 1994.

670 Civil Code Article 1997.

671 Civil Code Article 2033.

672 Civil Code Article 2010-2018.

673 Civil Code Article 2019-2027.

674 Civil Code Article 2030.

675 See Civil Code Article 2036, et seq.

676 Civil Code Article 2036.

677 Civil Code Article 2037.

678 Civil Code Article 2038.

679 Embassy of the United States of America, Consular Section, Port-au-Prince, Haïti, Warden's Handbook (2012).

680 See CFI Investment Guide, 67, from which this Subchapter 36.2, "Medical Security", is drawn.

681 <http://wwwnc.cdc.gov/travel/destinations/traveler/none/Haiti>, last accessed March 9, 2016.

682  http://wwwnc.cdc.gov/travel/destinations/haiti/traveler/packing-list, last accessed March 9, 2016.

683  http://haiti.usembassy.gov/service/useful-information/medical-information.html, last accessed March 9, 2016.

684  http://photos.state.gov/libraries/haiti/231771/PDFs/2013-9-25 ACS Doctors list.pdf, last accessed March 9, 2016.

685  http://photos.state.gov/libraries/haiti/231771/PDFs/2014-3 ACS hospitals list.pdf, last accessed March 9, 2016.

686 U.S. Embassy, Port-au-Prince, Haiti, <http://haiti.usembassy.gov/death-of-an-american-citizen.html>, last accessed March 9, 2016.

687 U.S. Embassy, Port-au-Prince, Haiti, <http://haiti.usembassy.gov/arrest-of-american-page.html>, last accessed March 9, 2016 (emphasis in original).

### Bibliography

The Constitution of the Republic of Haiti (1987, as Amended through 2012), <https://www.constituteproject.org/constitution/Haiti_2012.pdf>,* last accessed March 9, 2016.

Republic of Haiti, Center for Facilitation of Investments, 2013 Investment Guide to Haiti—Haiti: Open For Business (2013) (herein cited as "CFI Investment Guide").

Republic of Haiti, Center for Facilitation of Investments, Haiti Business: The Limited Liability Corporation (2013).

Republic of Haiti, Center for Facilitation of Investments, Haiti Business: General Partnership and Limited Partnership Companies (2013).

Republic of Haiti, Center for Facilitation of Investments, Haiti Business: Branch of a Foreign Public Limited Company (2013).

Republic of Haiti, Center for Facilitation of Investments, Haiti Business: The Cooperative (2013).

World Bank Group, Doing Business 2016: Measuring Regulatory Quality and Efficiency (2016), Washington, DC: World Bank Group. DOI: 10.1596/978-1-4648-0667-4,  http://www.doingbusiness.org/data/exploreeconomies/haiti/~/media/giawb/doing business/documents/profiles/country/HTI.pdf,* last accessed March 8, 2016.

U.S. & Foreign Commercial Service and U.S. Department of State, Doing Business in Haiti: 2014 Country Commercial Guide for U.S. Companies (2014), (herein cited as "State Department Country Commercial Guide-Haiti"),  http://photos.state.gov/libraries/haiti/231771/PDFs/ccgfinalcopy.pdf,* last accessed March 8, 2016.

U.S. Department of State, Haiti Investment Climate (2013),  http://photos.state.gov/libraries/haiti/231771/PDFs/Haiti 2013 Investment Climate Statement FINAL.pdf,* last accessed March 8, 2016.

Haiti Property Law Working Group, Haiti Land Transaction Manual, Vol. 1: A how-to guide for the legal sale of property in Haiti (2012),  http://www.habitat.org/sites/default/files/haiti_english_manual-web.pdf,* last accessed March 9, 2016 (herein cited as "Habitat Land Transaction Manual" or the "Manual")

*We are aware that some e-reading devices may not support links to PDF documents and allow clicks to download PDF documents; in that case, the reader may seek out and download cited PDF documents listed in this document by opening a browser on a compatible device and entering the hyperlink to the PDF document on the browser.

### About the Author

Dennis Kelly, Esq., a longtime member of the Bars of Louisiana and Virginia, has long been active in international business, trade and investment law. He has been engaged in international business matters in Haiti since 1994. He is a former Investment Officer with the Overseas Private Investment Corporation and served as Legal Advisor to the Government of Japan, Foreign Ministry, for approximately two decades. He also represented the Tyumen Oil & Gas District, Tyumen, Russia and many other international business clients in a large variety of financing, trade and investment matters.

He holds an MBA from Harvard Business School, a JD from the University of Virginia, and was also a Resident Banker with the Export-Import Bank of the United States, where he earned a Certificate in International Finance.

He is currently Chief Strategy and Legal Officer for Island Telecom, a Next Gen Haitian Information Service Provider, and lives and works in New Orleans and in Port-au-Prince.

### About The President & CEO, Quisqueya Legal Publishing

Vladimir Laborde is a Haitian citizen with an extensive background in technology, infrastructure, economic growth and investment.

Currently, he is President & Directeur-General of Island Telecom, a Next Generation Information Service Provider operating in Haiti. Previously, he served as Secretary-General of Haiti's Presidential Advisory Council on Economic Growth & Investment, and, before that, as Chief of Staff of Haiti's Center for the Facilitation of Investments (CFI), and as Directeur-General of Multilink, S.A., a Haitian Telecommunications Company. Before joining Multilink, he served as a Consultant for the Energy Sector for Haiti's Interim Reconstruction Committee and the Inter-American Development Bank.

Mr. Laborde started his career as a finance professional, beginning his career in Boston, MA, first as a Bond Trader at Fidelity Investments, and then as an Account Administrator at State Street Bank & Trust. He later moved to Morgan Stanley, where he worked as a Private Wealth Manager in Miami, Florida.

Following his return to Haiti, Mr. Laborde was named Vice President of Business Development for NETCOM, a Haitian telecommunications carrier. Subsequently, he founded and served as Executive Director of Fondation Avenir, a Haitian non-profit organization focused on capacity building and reinforcement.

Mr. Laborde holds a Bachelors Degree from Boston University, with a concentration in Economics and Political Science.

### About The Director of Publishing, Quisqueya Legal Publishing

Erin Kelly is a Principal of Erin Kelly Consulting, New Orleans, which specially focuses on Marketing, Online Media, Publishing, and Public Relations.

Ms. Kelly brings to Caribbean Legal Publishing, Inc. a rich background in the academic publishing industry with McGraw-Hill Publishers, HarperCollins Publishers, and Pearson Education, the US education arm of Pearson PLC, a British multinational publishing and education company headquartered in London.

A graduate of Loyola University in New Orleans with a B.A. in Communications and Psychology, Ms. Kelly is actively involved in Louisiana's political, professional and civic life, including handling communications for political candidates and civic organizations. She is an active member of the International Association of Business Communicators.
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