Business Registration in Guinea-Bissau

Guinea-Bissau offers a growing business environment in West Africa. This guide covers the essential steps and requirements for registering a business in Guinea-Bissau.

Overview of Business Structures

Guinea-Bissau offers several business structures for investors, ranging from sole proprietorships to public limited companies. The most common structures are:

• Société à Responsabilité Limitée (SARL) — Limited Liability Company, the most popular choice for small to medium businesses
• Société Anonyme (SA) — Public Limited Company, suitable for larger enterprises
• Société Unipersonnelle à Responsabilité Limitée (SUARL) — Single-member LLC
• Branch Office — For foreign companies establishing a presence in Guinea-Bissau
• General Partnership (SNC) — Société en Nom Collectif
• Limited Partnership (SCS) — Société en Commandite Simple
• Sole Proprietorship — Enterprise Individuelle

Registration Process

1. Legal Requirements

All businesses in Guinea-Bissau must be registered with the Registre du Commerce et du Crédit Mobilier (RCCM). The primary registration authority is the Office of Investment under the Ministry of Economy and Finance.

2. Key Steps

1. Name Reservation: Reserve your company name with the RCCM to ensure availability
2. Draft Articles of Association: Prepare and notarize the company's statutes
3. Deposit Share Capital: Open a bank account and deposit the minimum required share capital
4. Publish Legal Notice: Publish a notice of incorporation in a legal gazette
5. Register with RCCM: Submit all documents to obtain the business registration certificate
6. Tax Registration: Register with the tax authorities for a Tax Identification Number (NIF)
7. Social Security Registration: Register with the Instituto Nacional de Previdência Social (INPS)
8. Obtain Business License: Apply for the Patente (business license) from the municipality

3. Required Documents

• Valid passport copies of all shareholders and directors
• Proof of address (utility bill or lease agreement)
• Bank certificate confirming capital deposit
• Notarized articles of association
• Police clearance certificate for foreign directors
• Completed registration forms
• Proof of publication of legal notice

Registration Costs

The cost of registering a business in Guinea-Bissau varies depending on the legal structure and share capital. Typical costs include:

• Name reservation fee: 5,000 XOF
• Registration with RCCM: 50,000–150,000 XOF depending on capital
• Notary fees for articles of association: 0.5–1% of share capital
• Publication of legal notice: 30,000–50,000 XOF
• Business license (Patente): varies by activity and size
• Legal fees (if using a lawyer): 200,000–500,000 XOF

Timeline

The complete registration process typically takes 2–4 weeks for an SARL. An SA may take longer due to additional regulatory requirements. The government has been working to streamline the process through the Guichet Unique (one-stop shop), which coordinates multiple agencies.

Ongoing Compliance

• Annual Financial Statements: Must be prepared and filed with the tax authorities within 4 months of year-end
• Annual Tax Return: Corporate income tax return must be filed by April 30 each year
• Monthly Declarations: VAT returns and social security contributions are due monthly
• Annual General Meeting: Shareholders must hold an AGM within 6 months of year-end
• Renewal of Business License: The Patente must be renewed annually

Foreign Investment Considerations

Guinea-Bissau welcomes foreign investment. Foreign investors can own 100% of companies in most sectors. However, certain strategic sectors may require government approval or local partnership.

The Investment Code of Guinea-Bissau provides guarantees against expropriation and allows for free repatriation of profits and capital, subject to tax clearance.

Key Authorities

• Ministry of Economy and Finance — Policy oversight
• Office of Investment — Investment promotion and facilitation
• Direcção Geral das Contribuições e Impostos (DGCI) — Tax registration and compliance
• INPS — Social security registration
• Guichet Unique des Entreprises — One-stop business registration shop