The National Institute of State Business Assets published this Wednesday the , which establishes the procedure to regulate organizational movements and the corporate purpose within the Cuban state business system.
The regulation, issued on July 24, 2026, was published in the , on pages 22 to 27, along with four other regulations that constitute a new comprehensive regulatory framework for the state business sector.
The resolution applies to business groups, state-owned enterprises, subsidiaries, and commercial companies. According to Article 1, "this Resolution is applicable to the state business system, composed of the business group, the state enterprise, the subsidiary, and the commercial company, as appropriate."
The organizational movements it regulates are six: creation, merger, transfer, division, transformation, and dissolution of business entities. Additionally, it encompasses the establishment, share composition, sponsorship, and dissolution of commercial companies, as well as the relocation of activities and the definition of the corporate purpose.
The authority to approve these transactions lies with the property owner's representative. Once any transaction is approved, the corresponding resolution or agreement must be submitted to the official registry within a maximum period of 30 days.
For the creation or establishment of a business entity, the regulation requires a prior analysis of economic, financial, commercial, or technological feasibility. Other organizational actions—except for creation—must include a certification from the relevant tax office regarding tax liabilities.
Regarding the merger, Article 11 defines it as "the legal act of unifying two or more business entities, resulting in the creation of a new entity, or the joining of one or more of these into an already existing one, without requiring a prior liquidation process for the business entities that are disappearing."
The resulting entity assumes all the assets, debts, and obligations of those that cease to exist.
The transfer, for its part, is the act that changes the subordination or integration of an entity and involves the transfer of its resources, rights, and obligations.
For cases of extinction, the liquidation must be completed within a period of 180 business days, after which the final resolution is issued.
The regulation is based on two previous decrees. The established the Institute as an entity subordinate to the Council of Ministers, tasked with leading the transformations of the state business system.
Decree-Law 120 of July 14, 2026, "On the Cuban State Business System," mandated the Institute to establish this procedure.
The text of the resolution itself justifies the rule by stating that "Economic and Social Transformations make it necessary to decentralize the authority for the creation of state-owned enterprises and the approval of other organizational changes, as well as the definition of the social purpose."
Alongside Resolution 1/2026, Gazette No. 72 published the regarding the financial and tax procedure of the sector, on financial relations with the State, and concerning the organizational regime of the Governing Boards, both from the same Institute.
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