Madagascar Business Registration Guide 2026

Overview — Business Registration in Madagascar

Business registration in Madagascar is governed by the OHADA (Organisation pour l'Harmonisation en Afrique du Droit des Affaires) Uniform Act on Commercial Companies, which applies across 17 member states. The Economic Development Board of Madagascar (EDBM) operates a one-stop shop (Guichet Unique) for company registration, handling company incorporation, tax registration (NIF), and social security (CNaPS) registration in a single process. Alternatively, companies may register directly through the Commercial Court Registry (Greffe du Tribunal de Commerce). Madagascar has made significant progress in improving the ease of doing business, with most registration steps now available through the EDBM online portal. Foreign investors should also register with EDBM for investment incentives and permits.

Company Types Under OHADA Uniform Act

The OHADA Uniform Act provides various business structures for investors:

• SARL (Société à Responsabilité Limitée) — private limited liability company, most common structure, minimum 1 shareholder and 1 manager (gérant), minimum capital MGA 2,000,000
• SA (Société Anonyme) — public limited company, minimum 1 shareholder (SASU) or 2 shareholders, minimum capital MGA 10,000,000 (without public offering) or MGA 50,000,000 (with public offering)
• SAS / SASU (Société par Actions Simplifiée / Unipersonnelle) — simplified joint stock company, flexible governance, minimum capital MGA 5,000,000
• Branch (Succursale) — branch of a foreign company registered in Madagascar to carry on business
• Sole proprietorship (Entreprise Individuelle) — individual trading under their own name or registered business name
• Partnership (Société en Nom Collectif) — 2 or more partners with joint and several liability

A SARL is the preferred vehicle for most small to medium-sized investors due to its simple management structure and limited liability protection. For larger investments, an SA or SAS may be more appropriate.

Incorporation Process — Step by Step

The typical company incorporation process in Madagascar involves the following steps:

• Step 1 — Name reservation — Submit proposed company name to EDBM or Greffe du Tribunal de Commerce for availability check. Name reservation is valid for 60 days.
• Step 2 — Prepare documents — Draft statutes (statuts) in French, including company name, object, registered office, share capital, management structure, and distribution of shares. Must be notarised or signed by all shareholders.
• Step 3 — Bank account — Open a blocked bank account in the company's name and deposit the minimum share capital. Obtain a certificate of deposit from the bank.
• Step 4 — Publication — Publish a notice of incorporation in a legal journal (journal d'annonces légales).
• Step 5 — Registration — File documents with EDBM one-stop shop or Greffe du Tribunal de Commerce. Documents include statutes, bank certificate, lease agreement for registered office, director identity documents, and publication proof.
• Step 6 — Certificate — EDBM/Greffe issues the Certificate of Incorporation (Extrait d'Immatriculation), NIF, and CNaPS registration number.

The total cost for a standard SARL with MGA 2,000,000 capital is approximately MGA 500,000–1,000,000 including government fees, publication costs, and notary fees. Processing time is 2–4 weeks through EDBM.

Tax Registration — DGI NIF

Company registration through EDBM automatically includes tax registration with DGI. The NIF (Numéro d'Identification Fiscale) is issued as part of the one-stop shop process. If registering directly through the Greffe, the company must register for tax separately:

• Obtaining a NIF for the company
• Registering for IBS (corporate tax)
• Registering for TVA if annual turnover will exceed MGA 20,000,000 (goods) or MGA 10,000,000 (services)
• Registering for IRCM (PAYE) if the company will employ staff
• Registering for CNaPS social security contributions

Tax registration is done online through the DGI portal. Required documents include the Certificate of Incorporation, statutes, proof of registered address, and director identification. The NIF is issued within 1–3 business days.

Business Permits & Licences

Depending on the business sector, additional permits and licences may be required:

• EDBM investment certificate — for foreign investors seeking protection and incentives under the investment code
• Operating permit (Permis d'Exploitation) — from the municipality where the business is located
• Environmental permit — from the National Environment Office (ONE) for manufacturing, mining, and other high-impact activities
• Tourist accommodation licence — from the Ministry of Tourism for hotels and guesthouses
• Financial services licence — from the Financial Markets Commission (CMF) or Central Bank for regulated financial activities
• Import/export licence — from the Ministry of Commerce for trading activities

Foreign investors should register with EDBM to obtain an investment certificate, which provides legal protection under the investment code and access to tax incentives for qualifying sectors.

FAQs

Can a foreigner register a company in Madagascar?

Yes, foreigners may register a company in Madagascar. There is no minimum foreign capital requirement for most sectors. However, certain activities (land transport, small retail, security services) are reserved for Malagasy citizens. Foreign investors should obtain an EDBM investment certificate for legal protection.

How long does the full registration process take?

EDBM one-stop shop: 2–4 weeks for full incorporation including NIF and CNaPS registration. Direct registration through Greffe: 3–6 weeks. Rush services may be available for an additional fee.

What are the annual compliance requirements for a Malagasy company?

Annual return to Greffe (filed by 31 March), annual tax return (filed by 30 June), monthly PAYE returns (if employing staff), TVA returns (if registered), and CNaPS monthly returns. Financial statements must be prepared in accordance with OHADA accounting standards (SYSCOHADA) and filed with the Greffe.

Disclaimer

This guide provides general information about business registration in Madagascar for 2026. Laws, fees, and procedures may change. Always consult with a qualified Malagasy corporate lawyer, EDBM, or the Direction Générale des Impôts for advice specific to your situation. InvestmentKit does not provide legal advice.