New Civil Code: what changed for business

Since 1 May 2025 Suriname has a new Civil Code (S.B. 2024 no. 164). It governs how you conclude contracts, what your general terms and conditions may contain, what consumers can demand from you, how leases, agency and liability work and how long a claim stays enforceable. Existing contracts and terms mostly fall under the new law already; the last transition periods run until 1 May 2027. Time to review your documents.

On this page (18)

• Structure of the new code
• Concluding contracts
• General terms and conditions
• Sale of goods and consumer sales
• Leasing business premises
• Leasing and hire purchase
• Agency and distribution
• Staff and service contracts
• Liability and damages
• Statutory interest and limitation periods
• Legal persons: what changed
• Transitional law: what applies to old contracts?
• The request to postpone in April 2025
• Checklist: update your contracts
• Outline for your general terms and conditions
• What if...
• Sources
• Frequently asked questions

Structure of the new code

The National Assembly passed the package on 13 August 2024. The laws are dated 5 December 2024 and were published in the Official Gazette in January 2025. By resolution of 6 February 2025 (S.B. 2025 no. 14) the President set the commencement date at 1 May 2025, for the code and six related laws at once. 1 January 2025 had been mentioned earlier; on the advice of the guidance committee it moved four months later.

Book	Subject	What it means for your business
1	Persons and family law	Matrimonial property was changed substantially; relevant if your sole proprietorship is part of a community of property
2	Legal persons	NV, shareholder-managed NV, foundation, association, cooperative; directors' liability, mergers and demergers, inquiry proceedings
3	Property law in general	Record-keeping duty for every business owner (art. 3:15i), powers of attorney, transfer of ownership, pledge and mortgage, limitation periods
4	Inheritance law	Business succession on death; the compulsory share (legitieme portie) was abolished
5	Property rights in rem	Ownership, long lease, building rights and easements on land and buildings
6	Law of obligations	Contracts, general terms, breach of contract, tort, product liability, statutory interest
7 and 7A	Specific contracts	Sale, lease, services, agency, employment, construction, partnerships, suretyship, insurance; Book 7A holds the old rules not yet modernised, such as hire purchase
8	Means of transport and carriage	Carriage by sea, inland waterway, road and air; see also Shipping and logistics

At the same time these took effect: the Transition Act for the new Civil Code (S.B. 2024 no. 166), the Transition Act for adapted legislation (no. 165), the General Time Limits Act (no. 167), the Adaptation Act (no. 168), the Trade Register Act (no. 169) and a new Code of Civil Procedure (no. 170). For registration with the Chamber of Commerce (KKF) and the KKF number on your documents, see Business licences; for the record-keeping duty, see Bookkeeping and invoices.

The General Time Limits Act is worth knowing: a statutory deadline that ends on a Saturday, Sunday or recognised public holiday moves to the next working day. Holidays per year: Public holidays 2026 and 2027.

Concluding contracts

A contract is formed by offer and acceptance. No form is required, except in special cases such as the sale of real estate (in writing, art. 7:2) or setting up an NV (notarial deed or model deed). A verbal agreement or a WhatsApp message can therefore already be a contract. So put it in writing yourself: a quote the customer signs or confirms by email is your best evidence. Use our Quote generator and Business letter.

• Qualified acceptance. A "yes, but" counts as a new offer. If the reply differs only on minor points, the contract still stands unless you object at once (art. 6:225).
• Reasonableness and fairness. A contract also has the effects that follow from law, custom and reasonableness; a clause does not apply if applying it would be unacceptable (art. 6:248).
• Unforeseen circumstances. A court can amend or dissolve a contract if circumstances change so much that the other party cannot be expected to continue unchanged (art. 6:258). For long contracts, agree yourself what happens with exchange rate shocks or price increases.
• Notice of default. If the other party does not perform, send a written demand with a reasonable deadline. Only then is it in default (art. 6:82). If a fixed payment or delivery date was agreed, default starts without a demand as soon as that date passes (art. 6:83).
• Foreign currency. If an amount is expressed in dollars or euros, the debtor may pay in SRD in Suriname, unless law, custom or the contract says payment must be made "effectively" in that currency (art. 6:121). If you really want to receive dollars, say so expressly in the contract. See also Price rules for shops.

General terms and conditions

General terms are written clauses you draft to use in several contracts: delivery times, payment, retention of title, liability, complaints. The core of the deal (what you deliver and at what price) is not covered, provided it is worded clearly (art. 6:231). The rules are in Book 6, title 5, section 3 (art. 6:231 to 6:247).

When are they binding?

Two things must be right:

1. You declare them applicable, and the customer accepts that, by signing or otherwise. The customer is then bound, even without having read them (art. 6:232).
2. You give the customer a reasonable opportunity to read them: you hand them over before or when the contract is concluded. If that is not reasonably possible, you make them available another way and send them promptly and free of charge on request. If you do not, the customer can annul any clause (art. 6:233(b)).

In practice: put "Our general terms and conditions apply to this quote; they are attached" on every quote, order confirmation and invoice, and actually attach them (as a PDF or on the back). A link alone is risky, unless the customer orders online and can save them before completing the order. For large contracts, have the customer sign for receipt.

What may they not contain?

Any clause that is unreasonably onerous can be annulled (art. 6:233(a)). The court looks at the nature of the contract, how the terms came about, the parties' interests and the circumstances. Towards consumers the following also applies:

List	Examples of clauses	Effect
Black list (art. 6:236)	Customer may no longer terminate or suspend; you decide yourself whether you are in breach; limitation period shorter than a year; price increase within three months without a right to cancel; tacit renewal for more than a year; limiting the customer's right to evidence; disputes to a body other than the competent court or arbitrators without a one-month window to choose the court	Always unreasonably onerous, so annullable
Grey list (art. 6:237)	Substantially limiting your own obligations; being allowed to deliver something other than promised; excluding liability; excluding set-off; a notice period over three months or longer than your own; a cancellation fee above your actual loss; a term over one year without a yearly right to cancel	Presumed unreasonably onerous; you must prove otherwise

Towards consumers clauses must also be clear and understandable; in case of doubt the interpretation most favourable to the customer applies (art. 6:238). An organisation representing consumer interests can ask the Court of Justice to ban a clause, but only after giving you six months to change it (art. 6:240 and 6:241).

Between businesses

The black and grey lists formally apply only towards consumers. Small businesses can still rely on the open standard "unreasonably onerous" and on the duty to provide the terms. Larger companies that regularly use similar terms themselves cannot (art. 6:235). The rules always apply if both businesses are established in Suriname, even if you chose another law; with a foreign counterparty they do not apply (art. 6:247).

Conflicting terms ("battle of forms")

If you refer to your terms and the customer's order refers to its own, the terms referred to first apply, unless the second party expressly rejects them (art. 6:225(3)). In practice: mention your terms in your quote already, and expressly reject the customer's terms in your order confirmation. Watch out for the purchasing terms of large customers and government bodies: they often prevail.

Sale of goods and consumer sales

Every item sold must conform to the contract: have the qualities the buyer may expect for normal use and for any special use agreed in the contract (art. 7:17). A wrong product, a wrong quantity or a deviation from the sample shown also counts as a defect. The buyer must report a defect within a reasonable time after discovering it (art. 7:23).

If you sell as a business to a private individual, it is a consumer sale (art. 7:5) and mandatory rules apply that you cannot exclude in your terms (art. 7:6):

• A defect that shows within six months after delivery is presumed to have been present at delivery (art. 7:18).
• The customer can demand repair or replacement, free of charge, within a reasonable time. If that fails, the customer may terminate or ask for a price reduction (art. 7:21 and 7:22).
• Reporting within two months of discovery is always in time. After reporting, the customer has two years to go to court (art. 7:23).
• You may ask at most half the price in advance (art. 7:26). A 100% deposit on furniture or appliances is therefore not enforceable against a consumer.
• A warranty comes on top of the statutory rights, not instead of them. The warranty document must state your name and address, its duration and area, and that the statutory rights remain (art. 7:6a). "No warranty on electronics" or "warranty expires after 3 months" does not remove the statutory rights.
• If you deliver yourself or through your carrier, the item is only at the customer's risk from delivery (art. 7:11), and you may only charge delivery costs if you stated them separately in advance (art. 7:13).
• A consumer may keep unsolicited goods free of charge (art. 7:7).

Web shops and distance sales. For distance sales (internet, phone, WhatsApp) you must tell the customer in advance, among other things, who you are, the price, delivery costs and the right to cancel. The consumer may cancel without giving reasons within seven working days of receipt; you then refund as soon as possible and at the latest within thirty days (art. 7:46a to 7:46j).

Recourse against your supplier. If you must compensate a consumer, you can recover that from your own business supplier; this right cannot be excluded (art. 7:25). So keep purchase invoices and product information. For receipts and price rules in the shop, see Price rules for shops and Receipt maker.

Leasing business premises

Unlike the Netherlands, the Surinamese Civil Code has no separate regime for business premises with tenancy protection and a right to renewal. Only residential property has a special section (which incorporates the Residential Tenancy Act 2020). Shops, offices, warehouses and workshops fall under the general lease rules (art. 7:201 to 7:231) and above all under what your contract says.

• Defects. The landlord must remedy defects on request, unless that is unreasonably expensive. If the landlord does not, you may do it (or have it done) and set off the reasonable costs against the rent. You are entitled to a rent reduction while the defect limits your use (art. 7:206 and 7:207). Minor repairs are for the tenant (art. 7:217).
• Subletting is only allowed with consent (art. 7:221).
• Sale of the building does not end the lease: the buyer becomes your new landlord. For buildings this cannot be contracted out (art. 7:226).
• Ending. A fixed-term lease ends automatically on the end date. If you stay on with the landlord's consent, it continues for an indefinite period (art. 7:230). An indefinite lease of premises is ended by notice to a rent payment date, with at least one month's notice (art. 7:228).
• Termination of a building lease because the tenant fails to pay or perform can only be done through the court (art. 7:231).
• Alterations to the premises need written consent, except changes you can undo at the end without significant cost (art. 7:215).

What you must arrange yourself, precisely because the law offers little protection: a term that matches your investment (fit-out, till system, signage), a renewal option, clear rules on rent increases and indexation, who does which maintenance, the deposit and when it is returned, and the currency. Rent in US dollars is common; without an agreement that payment must be made effectively in dollars, the tenant may pay in SRD at the current rate (art. 6:121). Land and long leases: Buying land and property.

Leasing and hire purchase

Leasing is not regulated separately. According to the explanatory memorandum to Book 7, lease contracts in principle fall under the rental rules. If a lease in fact amounts to hire purchase (you pay in instalments and become the owner at the end), the hire purchase rules, which remained in Book 7A with their old numbering, also apply, including their validity requirements. When leasing a car, machine or till system, check: who owns it during the term, who insures it, what happens on damage or theft, what early termination costs, and in which currency you pay. Comparing a loan or lease: Loan calculator and Business financing.

Agency and distribution

A commercial agent independently negotiates contracts for a principal for commission, and sometimes concludes them in the principal's name (art. 7:428). Many Surinamese importers act as agent for a foreign brand, and foreign companies often work here through a local agent. The main rules:

• Each party can demand a signed document setting out the current terms (art. 7:428(2)).
• Notice period: without an agreement four months, plus one month after three years and two months after six years. Agreed periods may not be shorter than one month in the first year, two months in the second and three months after that, and not shorter for the principal than for the agent. Notice is given to the end of a calendar month (art. 7:437).
• Goodwill indemnity: at the end the agent is entitled to an indemnity if it brought in customers or substantially increased business and the principal still benefits. At most one year's remuneration, based on the average of the last five years. The agent must claim within one year of the end (art. 7:442).
• A post-term non-compete clause is only valid if in writing, limited to the agent's products and territory, and for at most two years (art. 7:443).
• For agency contracts concluded before 1 May 2025 these rules apply from 1 May 2027 (art. 156 Transition Act).

A distributor buys and sells in its own name and for its own account; the Civil Code has no separate regime for that. General contract law and your agreement apply. So put in writing: exclusivity and territory, minimum purchases, prices and currency, use of the brand, stock on termination and a reasonable notice period. Protecting your brand: Trademark registration. Finding a foreign supplier: Become an oil and gas supplier.

Staff and service contracts

Since 1 May 2025 the employment contract is in Book 7, title 10: probation, fixed-term contracts, sick pay, leave and notice. We cover those rules separately in Hiring staff, Employer costs, Labour law basics and Dismissal and notice. If you work with freelancers or consultants, it is usually a contract for services (title 7, formerly "single services"). Write down the result, how you pay and who is liable; whether someone is really an employee depends on how you actually work together, not on the contract's title.

Liability and damages

• Breach of contract. If you fail to perform and the failure is attributable to you, you pay the damage (art. 6:74). That covers loss suffered and lost profit, plus reasonable costs to limit damage, establish liability and extrajudicial collection costs (art. 6:96).
• Tort. Even without a contract you are liable for damage you cause unlawfully, and usually also for your staff's mistakes (art. 6:162 ff.).
• Product liability. The producer is liable for damage caused by a defective product. Anyone who imports a product into Suriname to sell, rent or lease it also counts as producer (art. 6:185 and 6:187). For importers this is one of the biggest changes: arrange recourse against your foreign supplier and consider liability insurance, see Business insurance.
• Misleading advertising about price, features, stock or warranty is unlawful (art. 6:194).
• Limiting liability. Between businesses you may limit liability, for example to the invoice amount. Courts usually do not uphold such a clause in case of intent or gross negligence. Towards consumers an exclusion is on the grey list.
• Directors. Every director of a legal person must perform their duties properly and is jointly liable for improper management, unless no serious blame attaches to them (art. 2:14). In a bankruptcy with records not in order, manifestly improper management is presumed. More in Bookkeeping and invoices.

Statutory interest and limitation periods

If a customer pays late, the damage is the statutory interest on the amount, from the moment the customer is in default (art. 6:119). The rate is set by state decree (art. 6:120). As long as there is no such decree, statutory interest is 5% a year (art. 130b Transition Act). Up to October 2026 we found no decree setting another rate. After each year the interest is added to the principal. If you agreed a higher contractual rate, that continues after default. There is no separate, higher commercial rate as in the Netherlands, so agree your own rate in your terms.

Claim	Limitation period	Article
Performance of a contract (paying an invoice, delivery)	5 years from when due	3:307
Periodic payments: rent, interest, instalments	5 years from when due	3:308
Damages or contractual penalty	5 years from knowing the damage and who is liable; at most 20 years	3:310
Termination or remedy for breach	5 years from discovery; at most 20 years	3:311
Defect in goods sold (after notice)	2 years after the notice	7:23
Annulment (mistake, fraud, unfair clause)	3 years	3:52
All other claims	20 years	3:306

You interrupt the limitation period for a contract claim with a written demand or a letter in which you unambiguously reserve your right (art. 3:317). A new period then starts. So send a reminder every year for old unpaid items. Use our Payment reminder and keep track with Unpaid invoices tracker. Collection, attachment and going to court: Debt collection and disputes.

Legal persons: what changed

Yes, company law changed too. Book 2 now governs all legal persons; the NV rules from the Commercial Code (2016) and the Foundations Act were folded into it. New or tightened are, among others:

• the shareholder-managed NV (ANV, art. 2:239 ff.), in which every shareholder is a director;
• clear rules on directors' liability (art. 2:14) and for supervisory directors and members of a supervisory board, who can also be jointly liable;
• inquiry proceedings: a court investigation of the company's policy at the request of shareholders or others;
• legal mergers, demergers and conversions of legal persons, without transferring each asset separately;
• bearer shares are no longer allowed; the Chamber of Commerce (KKF) can dissolve dormant legal persons.

The general partnership (openbare vennootschap, formerly VOF) and the limited partnership are now in Book 7, title 13. Worked out per legal form, with what you need to set one up: Start a business and Investing in Suriname. Articles of association or partnership agreements from before 2025? Have them reviewed: provisions that conflict with mandatory law no longer apply.

Transitional law: what applies to old contracts?

Main rule of the Transition Act (S.B. 2024 no. 166, art. 2): the new law applies from 1 May 2025 to all existing legal relationships, unless the act says otherwise. You do not lose rights you already had (art. 3), and a contract from before 1 May 2025 does not become invalid because the new law is stricter (art. 4). The exceptions that matter most for businesses:

Subject	Rule	From
General terms you already used before 1 May 2025	Test against "unreasonably onerous" (art. 6:233(a)) only after one year; the duty to provide the terms does not apply to terms declared applicable before 1 May 2025 (art. 138)	1 May 2026
Sale contracts from before 1 May 2025	New sale rules after one year; the consumer rules do not apply to old consumer sales; a new breach does fall under the new law at once (art. 143)	1 May 2026
Existing leases	Clauses that are now void or voidable stop applying at once (art. 148); the subletting ban (7:221) does not apply to old leases (art. 151)	1 May 2025
Agency contracts from before 1 May 2025	New agency rules after two years; for the goodwill indemnity, value created more than six years before does not count (art. 156)	1 May 2027
Product liability	Only for products put into circulation after 1 May 2025 (art. 137)	1 May 2025
Limitation periods of one year or longer already running	A new period is not completed before 1 May 2026 (art. 8)	1 May 2026

In short: since 1 May 2026 your old general terms are tested against the new law as well. If you have not reviewed them yet, you are now at risk.

The request to postpone in April 2025

Shortly before 1 May 2025, business organisations including the Suriname Trade and Industry Association (VSB) asked the President to postpone. Their argument: businesses, judges and lawyers had too little time to prepare for, among other things, personal and joint liability and stricter record-keeping duties. The Federation of Plantation Owners of Para tried to force a delay in summary proceedings but was declared inadmissible on 30 April 2025. The Court of Justice, the Bar Association, the notaries and the guidance committee advised keeping the date, and on 30 April 2025 the President decided the code would take effect on 1 May 2025. Criticism focused on the speed of introduction, not the content. Information sessions continued afterwards; in March 2026 a volume with the new Civil Code and its legislative history was published.

Checklist: update your contracts

• General terms rewritten for the new Civil Code and checked against the black and grey lists if you sell to consumers
• Reference to your terms on quotes, order confirmations, invoices and website, and the terms actually sent
• Customer's purchasing terms expressly rejected in your order confirmation
• Warranty text updated: name, address, duration, area, and the sentence that statutory rights remain
• Consumer deposits at most 50%
• Web shop: information in advance, seven working days' right to cancel and refund within thirty days arranged
• Contractual interest and collection costs included; a fixed payment term on every invoice, so default starts automatically
• Currency clause: "payable effectively in USD" where you really want dollars
• Lease reviewed: term, renewal option, indexation, maintenance, deposit, currency
• Agency and distribution contracts updated before 1 May 2027: notice periods, goodwill indemnity, non-compete
• Importers: recourse against the foreign supplier and product liability insurance arranged
• Articles of association and shareholder agreements reviewed by a notary or lawyer
• Employment contracts in line with Book 7, title 10 (see Hiring staff)
• KKF number on all outgoing documents; records kept
• Unpaid claims older than four years: limitation interrupted with a written demand

Outline for your general terms and conditions

Not a ready-made text, but the parts almost every trading or service business needs. Have the final text checked by a lawyer, especially if you sell to consumers.

1. Definitions and scope: who the user is, which quotes and contracts the terms cover, that the customer's purchasing terms are rejected.
2. Quotes and formation: how long quotes are valid, when the contract is formed, obvious errors.
3. Prices and currency: including or excluding VAT (always including towards consumers), which currency, exchange rate basis, price changes (consumers: not within three months without a right to cancel).
4. Delivery and risk: delivery times (indicative or firm), place, delivery costs, when risk passes.
5. Payment: term, deposit (consumers: at most 50%), contractual interest, collection costs, suspension for non-payment.
6. Retention of title: goods remain yours until paid in full.
7. Inspection and complaints: within what period to report (consumers: two months is always in time), how and with what evidence.
8. Warranty: what you guarantee, for how long, where, and that statutory rights remain.
9. Liability: a cap, for example the invoice amount or the insured sum (not for intent or gross negligence; very limited towards consumers).
10. Force majeure: what counts (power cuts, import bans, currency measures) and what happens then.
11. Termination: for ongoing contracts the term and notice period (consumers: tacit renewal at most one year, notice at most three months).
12. Intellectual property and confidentiality, for services and custom work.
13. Personal data: how you use customer data.
14. Governing law and disputes: Surinamese law, competent court or arbitration (consumers: always leave one month to choose the ordinary court). See Debt collection and disputes.
15. Amendments and version: date and version number, and how you announce changes.

What if...

• ...I still use terms from before 2025? They still apply, but since 1 May 2026 a customer can annul any unreasonably onerous clause. Clauses referring to the old Commercial Code are no longer accurate. Review them now.
• ...a customer says they never received my terms? Then you must prove you handed them over before or at conclusion. Without proof the customer can annul any clause. So have them signed or keep the email with the attachment.
• ...a consumer returns after five months with a broken appliance? The defect is presumed to have been there already; you must prove otherwise. Offer repair or replacement, and recover the costs from your supplier.
• ...my landlord sells the building? The lease simply continues with the new owner (art. 7:226). Pay the rent to the new owner once you are notified of the transfer.
• ...my foreign principal terminates the agency? Check the notice period and claim your goodwill indemnity in writing within one year. For contracts from before 1 May 2025 the new rules only apply from 1 May 2027; until then the old law and your contract apply.
• ...a customer owes dollars but wants to settle in SRD? That is allowed, at the current rate, unless you expressly agreed payment effectively in dollars (art. 6:121).

This page is general information, not legal advice. Article numbers refer to the Civil Code (S.B. 2024 no. 164) unless stated otherwise. Have important contracts checked by a lawyer or notary.

Sources

• Burgerlijk Wetboek, S.B. 2024 no. 164 (books 1 to 8 with explanatory memorandum)
• Burgerlijk Wetboek Boek 3 (limitation)
• Burgerlijk Wetboek Boek 7 (sale, lease, agency)
• Commencement resolution, S.B. 2025 no. 14
• Overgangswet nieuw Burgerlijk Wetboek, S.B. 2024 no. 166
• Overgangswet aanpassingswetgeving, S.B. 2024 no. 165
• Algemene termijnenwet, S.B. 2024 no. 167
• Aanpassingswet nieuw Burgerlijk Wetboek, S.B. 2024 no. 168
• Handelsregisterwet, S.B. 2024 no. 169
• Office of the President: commencement on 1 May 2025 (30 April 2025)
• Ministry of Justice and Police: new Civil Code volume (10 March 2026)
• A.C. Ramautar, Het nieuwe Surinaamse BW, Ars Aequi October 2025

Checked on 26 October 2026. Check whether a state decree on statutory interest has appeared before claiming interest.