Cuba Implements New Regulations to Overhaul State-Owned Enterprises

The National Institute of State-Owned Enterprise Assets introduced Resolution 1/2026 on Wednesday, marking its inaugural regulation to govern organizational changes and the social purpose within Cuba’s state enterprise system.

The regulation, dated July 24, 2026, was published in the Official Gazette of the Republic of Cuba No. 72 Ordinary 2026, spanning pages 22 to 27, alongside four other regulations that create a comprehensive new regulatory framework for the state business sector.

Scope and Applicability of the Regulation

This resolution is applicable to business groups, state-owned companies, subsidiaries, and commercial corporations. As stated in Article 1, "this Resolution applies to the state business system, consisting of the business group, the state enterprise, the subsidiary, and the commercial corporation, as applicable."

Organizational Changes and Authority

The regulation oversees six types of organizational changes: creation, merger, transfer, division, transformation, and dissolution of business entities. It also includes the establishment, share composition, sponsorship, and dissolution of commercial corporations, as well as the transfer of activities and defining the social purpose.

The authority to approve these changes lies with the representative of the owner. Once any change is approved, the corresponding resolution or agreement must be submitted to the official register within 30 days.

Requirements and Definitions

For the establishment of a business entity, the regulation requires a prior analysis of economic, financial, commercial, or technological feasibility. Other organizational changes—except creation—must include a certification from the relevant tax office regarding any outstanding tax liabilities.

Article 11 defines a merger as "the legal act of unifying two or more business entities, creating a new one, or merging one or more into an existing entity, without requiring a prior liquidation process for the disappearing entities."

The resulting entity assumes all assets, debts, and obligations of the entities that cease to exist.

Specifics on Transfers and Dissolution

A transfer involves changing the subordination or integration of an entity and includes the transfer of its resources, rights, and obligations.

In cases of dissolution, the liquidation must be completed within 180 business days, after which the final resolution is issued.

Legal Foundation and Justification

The regulation is based on two prior decrees. Decree 144 of January 6, 2026, established the Institute as an entity under the Council of Ministers, tasked with leading transformations in the state enterprise system.

Decree-Law 120 of July 14, 2026, "On the Cuban State Business System," mandated the Institute to establish this procedure.

The resolution itself justifies the regulation by stating that "Economic and Social Transformations necessitate decentralizing the authority for the creation of state enterprises and the approval of other organizational changes, as well as defining the social purpose."

In addition to Resolution 1/2026, Gazette No. 72 published Resolution 170/2026 from the Ministry of Finance and Prices regarding financial and tax procedures for the sector, Resolution 2/2026 on financial relations with the State, and Resolution 3/2026 on the organizational regime of Government Boards, both from the same Institute.