- CORPORATE, COMMERCIAL AND MERCANTILE LAW
- REAL ESTATE
- TAX LAW – CORPORATE COUSELING AND RESOURCES
- COMPETENCE AND CONSUMPTION LAW
- INDUSTRIAL AND INTELLECTUAL PROPERTY
- LICENSING, DISTRIBUTION & FRANCHISING
- PUBLIC PROCUREMENT, CONSORTIA, INFRASTRUCTURE AND PUBLIC-PRIVATE PARTNERSHIP
- TECHNOLOGY AND TELECOMMUNICATIONS
- LABOUR LAW, LABOUR CORPORATE AND PROCEDURAL ADVISORY AND IMMIGRATION ADVISORY
- MERGERS AND ACQUISITIONS
- FREE ZONES
CORPORATE, COMMERCIAL AND MERCANTILE LAW
Our Attorneys and Counselors at Law in ACZALAW Nicaragua, are professionals with outstanding experience in different legal fields. We manage and resolve any issues for our clients by constantly updating and growing our knowledge in their operations. The areas in which we offer services are:
- Incorporating commercial companies, drafting Company’s Articles of incorporation and their bylaws, minority rights and creditors’ rights.
- Drafting civil and commercial contracts with clients, suppliers and distributors.
- Consulting, monitoring, drawing up documents and supporting the core corporative life activities: Minutes and Agreements made among the shareholders; Agreements of the Board of Directors and management, custody of books and main documents of the Company.
- Due diligence, mergers and acquisitions, Joint Ventures, Corporate restructuring, Drafting, revising, and negotiation of franchise contracts.
- Investments in Special Arrangements (Free Zones, BPO’s, tourism), Real estate, Drafting management and guarantee trust contracts, taking into account the position of the trustee and the trustor.
- Investments in regulated sectors: telecommunications, energy and tourism industry.
- Advising and accompanying the clients in public bids for the construction of public works, in consortia or as branches located in the country, Preventive corporate tax law consulting as well as planning and litigation advisory.
- Our work also consists of fulfilling the cross-border needs of the different companies that we work with, in terms of their parent companies and in compliance with the regulations of the countries where they are located both in regulatory compliance and tax matters.
Nicaragua has great opportunities in Real Estate because the value of urban properties, farms and coastal areas, considered the lowest in Central America. Nicaragua has virgin beaches, a two-digit annual percentage growth in tourism, fertile land for agriculture, livestock and forestry, a demand for residential houses and corporate offices, and an overall growth in the economy.
For this reason, during the last ten years, the real estate business has been developing through the construction of condominiums, residential/office buildings and beach resorts, at a higher rate than any other country in Central America.
Nevertheless, there also many challenges as a result of the property reform executed during the revolution in the 1980´s. Property rights and the status of property deeds are at times shady. Additionally, there are special property regulations in indigenous communities and certain restrictions in the coastal law and border areas.
Our Counselors and Attorneys at Law in ACZALAW, have been accredited for many years by large international insurance firms, and have actively participated in drawing up laws of property adopted by the National Assembly. This has provided greater legal safety to investments. Our lawyers have broad experience in the following subjects:
- Carrying out due diligence of properties and verification of property deeds.
- Purchase and sales.
- Obtaining permits and accompanying clients in due diligences before the corresponding institutions to develop real estate, residential, and coastal zone projects.
- Creating horizontal property regimes.
Our experience in working on Real Estate makes us counselors, and experts not only as law professionals but also as business professionals.
TAX LAW – CORPORATE COUSELING AND RESOURCES
During the last decade, taxes in Nicaragua have increased significantly. This is because of modernization and changes in the legal framework, which has substantially modified the tax collection, as well as the emphasis on Government effectiveness on tax management to ensure the collection and enforcement of the law.
Our Tax Consultancy is essentially preventive. We are aware of the economic and reputational importance for a company, that entails the timely compliance of their legal responsibilities, as well as the orderly management of its documentation and accounting records in accordance with the Tax Code, the law of Tax Conciliation, and its terms and regulations issued by the Tax Administration. This enables our clients to act efficiently with the correct and complete documents to support the audits and to comply with obligations before third parties, exercising their rights and interests in a sound and transparent manner, in matters of fiscal regulations and enforceable laws.
Our services comprise:
a). Corporate Tax Counseling; fiscal planning according to the business nature of the company; compliance with tax legislation in the company´s everyday business operations. Preventive actions to obtain permits, records, registration and payment of taxes in compliance with regulations and legislations in force.
b). Counseling, planning and optimization, to access and use tax benefits in specific economic sectors under special regimes such as: renewable energy, mines, Free Trade Zones, tourism, incentives to Agro-industrial exporters, among others
c). Advice and defense in tax proceedings in administrative disputes.
d). Advice and defense in tax litigation before the Supreme Court of Justice, Application for Amparo and Contentious Administrative Appeal.
e). Advice and defense in Customs tax litigation in administrative disputes.
f). Advice and defense in Customs tax litigations before the Supreme Court of Justice, Application for Amparo and Contentious Administrative Appeal.
COMPETENCE AND CONSUMPTION LAW
The adoption of the law and creation of the Instituto de PROCOMPETENCIA (Institute for Competition Promotion) in 2009, the increase of foreign investment and small and medium-sized domestic companies, has brought with it, that in recent years the exercise and protection of free competition and the right of consumption, have had a significant dynamism, inasmuch as economic agents, companies and suppliers have appropriated the matter and have made use of the right provided by the Nicaraguan legislation.
In Aczalaw, our specialist will offer clients strategic advice in the fields of competition and consumer law according to national and international regulations on issues such as:
- Merger Requests;
- Practices and anti-competitive behavior, and unfair competition,
- Legal analysis of compliance, advice to identify potential risks and verify that our client´s practices are in accordance with the general competition and consumer right policies as well as best practices in this matter.
- Administrative investigation procedures/sanctions of the Institute of PROCOMPETENCIA.
- Training to the management structure.
INDUSTRIAL AND INTELLECTUAL PROPERTY
The legal framework in Nicaragua regarding the protection of intellectual and Industrial property has been updated during the last years by creating laws to protect patents, trademarks, copyrights, plant varieties, integrated circuits and encrypted satellite signals.
The signature of free trade agreements, such as the DR-CAFTA and AdA UE-CA have prompted the country to further modernize its legal framework by extending security to protect Neighboring Rights, producers of phonograms in their recordings and the radio and television program makers, as well as to protect the denominations of origin and geographical indications.
In ACZALAW, we have skilled professionals, advising and representing leading companies in different sectors, such as fashion, food, telecommunications, financial services, food and drinks, etc. They advise and support clients in litigation and non-litigation matters (including the preparation of legal opinions) in many different areas.
We handle a broad portfolio of brands, for which we provide surveillance and control through an effective system of tracking and monitoring to simplify and ensure the protection of the intellectual property of our clients.
Our practice and experience include:
- Trademark registrations, trade names, patents, copyright records, trademark monitoring, research and protection.
- Protection and defense of the rights of intellectual and industrial property.
- Litigation in administrative and judicial proceedings against third parties, objections and appeals, and the defense of copyright.
- Sanitary records of drugs, medical devices, food, cosmetics, natural products, agrochemicals and livestock feed.
LICENSING, DISTRIBUTION & FRANCHISING
ACZALAW assists, advises and supports its clients in several direct and related aspects areas concerning franchise contracts, distribution, agency, representation, import, distribution and marketing taking into account the legal framework that may be enforced in in different fields, from the development, revision or adaptation to our Nicaraguan market regulating the technical and commercial aspects up to the LICENSE CONTRACT OF THE USE OF A BRAND and in general, the RIGHTS OF INTELLECTUAL PROPERTY.
The Counselors and Attorneys at Law at ACZALAW have experience advising the preparation, revising and adaptation processes of the franchise and distribution contracts according to local legislation in different economic fields, such as real estate franchise contracts, hotels and food; sale of pharmaceutical products, Food and beverage.
For several years, this team has advised companies that operate businesses in the consumer market on how to develop contracts from authorized agents, trade agreements, and commercial alliances among others. All these agreements include the corresponding clauses that provide its Holder with the legal certainty regarding the protection and good use of its image, intellectual property rights, business and industrial secrets.
The services also include counseling, support and recommendations with a preventive approach, in accordance with the regulatory legislation of competition and consumer issues. We also support our clients during the processes of pre-approvals from governing bodies such as the Ministry of Health, in the case of products and services regulated by this authority when the franchisor or franchisee, the grantor or the local Distributor must comply with the regulations pursuant to its position in the market.
PUBLIC PROCUREMENT, CONSORTIA, INFRASTRUCTURE AND PUBLIC-PRIVATE PARTNERSHIP
In Nicaragua, the growth of public investment has been remarkable, with the important endorsement of a diversity of international financial sources, and the investment in new projects of roads, bridges, sewerage, drinking water, hospitals, schools, etc.
All these projects have been executed by international and local companies and consortia assigned under tender procedures, according to the Law of State contracts.
ACZALAW has closely accompanied several companies and consortia during the processes of public tendering and execution of assigned projects such as:
- Assistance to establish and incorporating companies in Nicaragua.
- Creation of consortia,
- Preparation and development of documents for public procurement processes
- Analysis of Tax alternatives
- Revision of contracts with corresponding institutions.
- Updating information about new projects.
- Direct knowledge of administrative procedures and coordination with the contracting public authorities.
We have also advised major international corporations in selecting strategies that are most appropriate to their interests within the fledgling private public partnership scheme.
TECHNOLOGY AND TELECOMMUNICATIONS
At ACZALAW we understand the business and activities of our clients, regarding technology and telecommunications rights. Our clients celebrate contracts with cross-border effects, therefore it is important to have clear understanding of the regulatory matters in terms of their regulation, operation and functioning processes to comply with the local law before the regulatory authorities and their users. We offer preventive advice to each company that we serve, guaranteeing best market, regulatory and legal practices, in agreement with the legal framework, since it is highly important that the company retains its excellent reputation in the business world and in the market services rendered in this economic sector in constant change, progress and evolution.
The Services offered by ACZALAW Nicaragua, in the technology and telecommunications sector focuses on comprehensive advice for local and foreign investors wishing to establish operations in this area, by preparing the required legal documentation in accordance with the applicable law, and classifying the type of services rendered, such as:
- Advise and support companies to establish their offices in the country, to incorporate, register, apply for permits, licenses and register operations and provisions of telecommunications services, regulated and unregulated, value-added services, satellite operators, internet services, system integrators and other operators.
- Advise and support during the necessary arrangements before the Regulator entity, the approval of telecommunications equipment, among others, including administrative processes and procedures to acquire registration permits to import such equipment.
- Advise and support, representation and domicile service for satellite operators, including revision and negotiation of signal landing and commercial agreements with local operators in compliance with requirements and regulatory provisions and in accordance with the applicable competition rules.
- Advise on due diligence processes during a merger, sale or acquisition of companies, taking into consideration the current regulations.
- Experience in managing and consulting privatization processes, as well as public procurement, management, follow-up and obtaining licenses, authorizations and concession before TELCOR (Nicaraguan Institute of Post and Telecommunications), for the provision, operation, and marketing of regulated public services of telecommunications;
- Support and follow-up of the requirements and conditions of TELCOR, as well as payment responsibilities and in compliance with legal obligations.
- Advise and recommendations in regards to laws, regulations, reforms and administrative agreements provided by the regulator entity of the telecommunications and that in any way influence or affect the ordinary course of business of the operators or established retailers.
- Support and follow-up of the requirements and conditions of TELCOR, as well as payment responsibilities and in compliance with legal obligations.
- Advise and recommendations regarding laws, regulations, reforms and administrative agreements provided by the regulator entity of telecommunications and that may influence or affect the normal course of business of the operators or established retailers.
- Advise, establish, register and manage procedures before the regulatory entity TELCOR to install KEEPERS for the construction and infrastructure installation of telecommunications towers.
- Assistance in the revision of contracts and agreements to provide technological platforms and delivery of services through this platform, either virtually or physically in compliance with legal provisions, tax requirements and applicable regulation.
LABOUR LAW, LABOUR CORPORATE AND PROCEDURAL ADVISORY AND IMMIGRATION ADVISORY
Nicaragua offers advantages in the labor force sector: social stability, predictability and low labor price, qualified workers who are willing to learn.
The legal framework that regulates relations between employers and employees has been modernized and the Ministry of Labor and the labor laws exercise an effective supervision on the compliance of the workers’ rights, but at the same time it is in a balanced position to recognize the rights of employers. The labor justice has been significantly simplified and professionalized. This has led to an effective judicial protection in less time, with transparent provisions that guarantee a process with equity, to benefit the workers’ and employees’ rights and obligations.
In ACZALAW we are concerned with providing our clients with a preventive corporate labor advisory, which guarantees that they do not enter into non-compliance situations and/or sanctions by the authority. We have are experts in administrative and judicial processes, with mastery in law and the knowledge required to defend our clients when they are confronted with these situations.
We advise our clients on:
- Labor Compliance Audits in the company to avoid contingencies.
- Elaboration of individual contracts of employment.
- Preparation and process of internal work regulations.
- Termination of labor relations.
- Training in labor legislation, human resources personnel and executives of application areas of the companies on topics which are essential to comply with regulations and management of staff.
- Negotiation of agreements or collective agreements, assistance in situations of labor dispute.
- Representation and assistance in labor processes of administrative nature before abor authorities, social security or the judicial authorities. Representation before the Ministry of Labor and Social Security.
We support companies in the migratory process of foreign personnel assigned to our country. Laws establish regulations for granting work permits or working residences;in ACZALAW we have professionals with extensive experience in advising companies and national or foreign investors concerning the process and procedures to apply for residences according to the category in the subject matter, therefore foreigner applicants can enter and reside in our country, without greater limitations than those set out by law.
Nicaragua ofrece ventajas en el sector de la fuerza de trabajo: estabilidad social, bajo costo y predictibilidad para la inversión de la fuerza de trabajo, trabajadores calificados y con disposición de aprender.
El marco legal que regula las relaciones de empresarios y trabajadores se ha modernizado y el Ministerio del Trabajo y la justicia ejerce una efectiva tutela sobre los derechos de los trabajadores, pero a la vez en una posición equilibrada de reconocimiento a los derechos de los empresarios. Se ha logrado una importante simplificación y profesionalización de la justicia laboral, lo que ha traído consigo lograr una tutela judicial efectiva en menor tiempo, con disposiciones transparentes que garantizan un proceso con equidad en beneficio de los derechos y obligaciones de las personas trabajadoras y de los empleadores.
En ACZALAW nos preocupamos por brindar al cliente una asesoría laboral corporativa preventiva que le evite situaciones de incumplimiento que conlleven sanciones de la autoridad, pero también hemos desarrollado experiencia en los procesos administrativos y judiciales, con dominio de la Ley y el conocimiento requerido para defender a nuestros clientes cuando se ven enfrentados a estas situaciones.
Asesoramos a nuestros clientes en:
- Auditorías de cumplimiento Laboral en la empresa para evitar contingencias.
- Elaboración de contratos individuales de trabajo.
- Elaboración y tramitación de reglamentos internos de trabajo.
- Terminación de relaciones laborales.
- Capacitación en materia de legislación laboral al personal de Recursos Humanos y ejecutivos de áreas funcionales de las empresas sobre temas esenciales para el cumplimiento de las regulaciones y el manejo con el personal.
- Negociación de convenios o pactos colectivos, asesoría en situaciones de conflicto laboral.
- Representación y asesoría en procesos laborales de naturaleza administrativa ante autoridades laborales, de seguridad social o en las instancias judiciales. Representación ante el Ministerio del Trabajo y la Seguridad Social.
MERGERS AND ACQUISITIONS
ACZALAW has participated and gained great experience in structuring and planning processes of MERGERS AND ACQUISITIONS carried out in diverse sectors of the economy in the country, taking into account the impact that these cross-border mergers and acquisitions have ifrom a regulatory point of view in issues of competition and consumption as well as those issues that occur in economic sectors within the regulated markets (telecommunications, energy distribution and marketing of different products), that due to their nature and origin are transnationally operating in different jurisdictions including Nicaragua. Our firm accompanies and assists clients engaged in merger and acquisition processes in relevant aspects before and after celebrating agreements, among other:
- Analysis of market relevant incidence, making appropriate recommendations in matters of competition regulations which must be fulfilled priorly and preventively.
- Analysis of regulatory aspects (in controlled markets) that must be met to structure and adapt the planning of such fusion to guarantee the compliance with laws, rules and specific regulations applicable to the regulated sector when such fusion involves or takes place in one of these markets, with the interest of retaining their licenses, permits, records, awards, according to each specific case.
- Analysis and tax strategic planning, employment, contracts and other relevant matters to guarantee that the company executes the merger successfully, taking into account the commercial aspects, as well as the provisions contained in the Commerce Code and special applicable laws.
- Legal, environmental, contract, labor, fiscal, and regulatory audits (permits, records, licenses), in compliance with corporate governance, including image and reputation, as well as any other matter which is considered by nature and relevance to be of great significance for the success, continuity and sustainability of the business acquired with the merger.
- Preparation of satellite contracts required for the success of the agreements expected in the mid and long term such as: consortia, shareholders agreements, meetings of partners or agreements and strategic alliances, trade agreements, purchase and transfer of tangible and intangible assets, transfers of shares or interest shares and participations, etc.
In 2008, the matrix of power generation of Nicaragua consisted of a xxxx % of fossil-derived petroleum and only xxx % of renewable energy. In 2018, the matrix has changed and xxxx % of the power generation comes from renewable energy sources and the xxx % of the remaining production is petroleum derived. The Government’s goal for 2022, is to create a matrix in which the power generation consists of xxx % from renewable sources and only xxx % petroleum derived.
This change has involved a strong investment process in renewable energies: Eolic, geothermal, hydro and biomass, as well as start-up solar energy projects. To develop this sector, new policies have been created to attract capital for investors, such as tax incentives provided by the law for power generation with renewable sources, a flexible tariff policy, the modernization of the legal framework of the power industry that includes the possibility of distributed generation and other regulatory provisions. All these changes aim to create favorable conditions to increase investments.
In ACZALAW, we have plenty of experience in accompanying and advising investors in establishing, processing procedures and obtaining concessions and licenses, and in contract negotiations.
We have also provided legal advice to investors to comply with the law before the corresponding authorities, regarding operations and running of electrical facilities, as well as the acquisition of important companies in progress.
Our professionals have established relationships to coordinate with governmental and non-governmental entities that have an impact on the legal, generation and distribution framework.
In 2007, the export processing zones sector, generated US$1,105.8 billion dollars in exports and 89,000 jobs. In 2017, the income from this sector had increased to $2,753.3 million dollars and employed more than 119,000 direct workers.
Foreign investors have benefited from the advantages of the country due to its preferential access to the markets, thanks to the free trade agreements with North America, European Union and other countries in Asia and Latin America and the proximity to the North American market.
Other factors that have contributed to the growth of the sector have been the macroeconomic and social stability, the quality and low cost of labor and of course, the policies of tax benefit to companies under the regime of free trade zones, which are 100% exempt from paying taxes.
ACZALAW has extensive experience in advising investors to establish their companies, and to obtain permits and licenses required by the tax, customs, environmental, regulatory entities, and the National Commission of Free zones, to operate as a free zone companies and enjoy the benefit of 100% tax exemption.
Our firm is one of the few firms accredited and authorized by the National Commission of Free Zones to provide this service, to comply with the parameters established by this authority to ensure the quality of service required by the investors.
ACZALAW Nicaragua has acquired vast experience in advising and accompanying clients, and companies in the pharmaceutical sector and related sectors, regulated by the Ministry of Health in Nicaragua.
We provide advice to fulfill the regulatory aspects required to import, to market, to distribute medical products, and to obtain health registration of medical devices, pharmaceuticals products, cosmetics, hygiene products for household use, food and drinks.
The services offered by our firm include:
- Advice on applicable laws which must be met to carry out the medical records according to the requirements ofthe Health Department.
- Legal representation of laboratories and foreign manufacturers before the Health Department with the necessary power to comply with requirements established by the general law of health and related regulation.
- Revision, development and completion of all documents and requirements to apply for health records of pharmaceutical products, cosmetics and household hygiene, food and beverage, medical devices, controlled substances or other requirements such as registration including renovations and modifications.
- Advice on the revision of legal issues, advertising, defense of consumers, labelling, economic competence, or other issues that may have an impact due to their nature and therefore should be considered.
- Defense of registration and copy rights connected to intellectual property, antitrust or other regulatory issues affecting these related records and their brands.
- Advice and guidance in the revision, development and drawing up of contracts to distribute and represent the import, distribution and marketing of products controlled by the Health Department.