⚠ COMPLIANCENot investment advice. U.S. sanctions restrict Cuba investment to the licensed independent private sector. Every transaction is KYC'd, OFAC-SDN & Cuba Restricted List screened, confirmed as an independent private entity (≤100 employees), and subject to OFAC counsel. No money flows to state, JV, GAESA, Restricted-List or confiscated-property counterparties.

Cuban law · the full requirements

How to invest under Cuban law

This is the complete Law 118 process — every stage, deadline, document, and obligation required to stand up a foreign investment in Cuba. It governs the state-economy and joint-venture lane: the path for non-U.S. capital and for a post-sanctions future.

Read this with What's allowed open. A U.S. person cannot use these equity vehicles today — there is no OFAC license for U.S. equity in Cuba, and most of this routes through state bodies. For U.S. persons the only lane is support via QvaPay. The process below is the Cuban-side machinery — understand it, but don't act on it without OFAC + securities counsel.

The governing rules

Ley No. 118/2014

Foreign Investment Law — the statute.

Decreto 325/2018

Regulation implementing Law 118.

Resolución MINCEX 207/2018

Methodology for the technical-economic study / business plan.

The approval process — stage by stage

A foreign investor does not file directly. A Cuban sponsor — the Central State Administration body (OACE) or national entity that owns the opportunity — carries the proposal through the state machinery. Statutory clock: a decision within 60 days of MINCEX accepting the proposal.

Enter via the Cartera de Oportunidades

Identify a project in MINCEX's official opportunity portfolio (or propose one a Cuban entity will sponsor). The portfolio is approved by the Council of Ministers and is the normal entry point. See the controlling entities.

Negotiate with the Cuban partner

Agree heads of terms with the sponsoring state entity (or, for a JV, the Cuban partner): scope, contributions, valuations, term, governance.

Assemble the dossier

Prepare the legal and economic documents per Law 118, Decreto 325 and Resolución 207/2018 — a business plan (which has replaced the old feasibility study), the draft association agreement/contract and bylaws, and due-diligence/valuation papers.

Submit to MINCEX

5 days to admit

The Cuban sponsor files with the Ministry of Foreign Trade & Investment (MINCEX), which has 5 calendar days to admit or reject the proposal.

Evaluation Commission review

15 days

If admitted, the Foreign Investment Business Evaluation Commission (advisory to the Minister) evaluates it within 15 calendar days.

Authorization by the competent body

within the 60-day clock

Approval is issued by the body that matches the deal (see authorities below): the Council of State, the Council of Ministers, or a delegated ministry head.

Constitute & register

On authorization, execute the public deed, register in the Registro Mercantil, obtain the tax registry (ONAT), environmental license (CITMA) and any sector permits, then capitalize and open bank accounts.

Who must approve — and when

Council of State — the most sensitive deals: exploitation of natural resources, public services/utilities, large public-works concessions, the enterprise systems of the armed forces, and wholly-foreign-owned enterprises in such areas.
Council of Ministers — the general approval authority for most foreign investments and the body that approves the Cartera de Oportunidades.
Delegated ministry heads (OACE) — under Acuerdo 8732/2019, heads of central-administration bodies may authorize International Economic Association Contracts for productive/service administration and their modifications — the streamlined lane.

The three vehicles

Empresa mixta

Joint venture

A new Cuban legal entity (S.A. with nominative shares) co-owned by Cuban and foreign partners in agreed proportions. Separate legal personality; governed by an association agreement + bylaws. The most common form.

Contrato de AEI

Association contract

A contractual association with no new legal entity — each party keeps its own. Used for hotel-management, production, and administration contracts. The lane delegated to ministry heads.

Capital 100% extranjero

Wholly-foreign-owned

The foreign investor operates alone — as a Cuban-registered entity, a branch, or a natural person. Permitted in law but historically the rarest; sensitive sectors route to the Council of State.

Money: contributions, tax & transfers

Capital contributions

• In freely convertible currency, machinery/equipment, intellectual-property rights, or other assets.
• Valuations are set by agreement between the parties (free valuation).
• Foreigners cannot own land — they receive usufruct / surface rights (up to 99 years) and may own buildings/improvements.

The special tax regime

• Profit tax: 15% on net taxable profit — after an 8-year exemption (renewable/longer by the Council of Ministers).
• Tax on use of labor force: exempt.
• Sales/services tax exempt in year one, then reduced rates; customs incentives on imported inputs.
• Dividends/profits transfer abroad: free, in convertible currency, no transfer tax.

The labor regime — the employing entity

A foreign-invested business generally cannot hire Cuban workers directly. Cuban (and permanently-resident) staff — except the management/administrative body — are contracted through a Cuban employing entity (agencia empleadora): the investor pays the agency in hard currency, and the agency pays workers in Cuban pesos. This is one of the most-cited friction points for foreign investors.

Investor guarantees & disputes

Full protection; no expropriation except declared public utility, with indemnification at commercial value in convertible currency.
Free transfer abroad of profits and of the proceeds from selling the foreign stake.
Disputes: Cuban courts by default, but international commercial arbitration is permitted (e.g. the Cuban Court of International Commercial Arbitration), and Cuba has bilateral investment-protection treaties with many countries — not the U.S.

The fast-track: Mariel Special Development Zone

Inside ZED Mariel (Decreto-Ley 313) a separate regime applies, administered by the Oficina de la ZEDM rather than the full Council-of-Ministers path: up to 100% foreign ownership, a longer profit-tax holiday (commonly ~10 years, then a reduced rate), a 1% labor-contribution rate, and customs exemptions — designed to approve qualifying projects faster. Still U.S.-restricted (the zone land sits under GAESA's Almacenes Universales — see /entities).

Document checklist

✓Business plan (per Resolución 207/2018 — replaces the feasibility study)
✓Draft association agreement / AEI contract
✓Draft bylaws (estatutos) for a joint-venture S.A.
✓Corporate due-diligence on the foreign investor (good standing, beneficial ownership)
✓Asset valuations and contribution schedule
✓Environmental impact documentation (CITMA) where applicable
✓Sector licenses / permits as applicable
✓Sponsoring Cuban entity's endorsement to MINCEX

Confidence: the seven-stage process, the 5/15/60-day deadlines, Resolución 207/2018, and the 15% profit tax / 8-year exemption / labor-tax exemption are corroborated across MINCEX materials and multiple legal analyses; the Mariel ZED figures and the 99-year usufruct reflect the established framework and should be re-confirmed against current resolutions with counsel. See What's allowed and Data & methodology. Research, not legal advice.