Competitive advantages

Mozambique and Angola are rapidly growing economies with the likely possibility of being world-leading exporters of coal and natural gas in the near future. Consistent economic growth makes registering a new business in Mozambique or Angola attractive for entrepreneurs.

Business entities

Since 2013, Astertax Consulting provides the best corporate structures for doing business in Africa. There are several ways of doing business. The common structure in Mozambique and Angola is the limited liability company. Entrepreneurs may establish a public limited company for larger investments. Foreign entities may lastly set up a branch office or a representative office.

  1. The Mozambique limited liability company (Lda)
    The Mozambique limited liability company (LLC, also known as Lda in the country) is the most commonly used corporate structure by entrepreneurs setting up small and medium businesses in Mozambique. A Lda requires at least 1 director and 2 shareholders of any nationality and who do not need to be resident in Mozambique. The shareholders may be individuals or corporate bodies; The Mozambique LLC can also be established by a single shareholder. In such case, the shareholder must be an individual.
  2. The Mozambique public limited company (SA)
    The Mozambique public limited company (PLC, also known as SA in Mozambique) is recommended for larger investments in Mozambique. This entity requires at least 3 shareholders, who can either be individuals or legal entities, to be established. A Mozambique public limited company may only appoint a single director when its share capital does not exceed US$17,500. The director can be of any nationality and is not required to be resident in Mozambique. A Mozambique public limited company does not have a stated required minimum share capital, but at least 25% of the entire agreed share capital must be paid in at Mozambique company setup; The Mozambique PLC is required by law to appoint a statutory auditor or a board of auditors comprising of 3 or more auditors.
  3. The Mozambique branch (commercial representation)
    The Mozambique Commercial Code allows foreign legal entities looking to do business in Mozambique to establish branch offices. A branch office is not considered a separate legal entity therefore the scope of its operations in Mozambique is defined and controlled by the parent company. During Mozambique business setup, the parent company must appoint at least one resident individual of any nationality to be the company’s representative in Mozambique. In order to be able to invoice its Clients, this entity must also register and obtain a business license from the Ministry of Industry and Trade.
  4. The Mozambique representative office (commercial representation)
    Foreign entities are permitted to establish representative offices in Mozambique. Unlike a branch office, such corporate structure does not need to be registered for tax and VAT but is then not allowed to engage in any commercial activities within the country. A representative office is permitted to carry on activity in Mozambique for a renewable 3 year period. During Mozambique business setup, the parent company must appoint at least one representative in Mozambique, who can be of any nationality. A representative office is only allowed to conduct i) market research and ii) promote activities of the parent company.
  1. The Angolan limited liability company (LDA)
    The Angolan LLC is the business entity most commonly used by foreign entrepreneurs when incorporating a company in Angola. Capital is divided into quotas and shareholders are jointly liable for their investments. An Angolan LLC must appoint 1 director and 2 shareholders and deposit US$1,000 as the minimum paid-up share capital; Shareholders are allowed to defer 50% of the minimum share capital as long as the amount is paid in full by the date of incorporation of the company.
  2. The Angolan public limited company (SA)
    This Angola company setup will require at least 5 shareholders and 3 directors for company incorporation. The minimum paid-up share capital required is US$20,000, 30% of which must be fully paid before the incorporation of the company; All Angola public limited companies are required to go through an annual audit and appoint for this purpose, a board of auditors with at least three members.
  3. The Angola branch office (Sucursal)
    This Angola business setup requires a local resident be appointed as the entity’s registered representative in the country. The scope of operations for this entity will be defined by the parent company. Also, the branch office will have an independent management team and corporate bank account based in Angola.
  4. The Angola representative office (Escritório de representação)
    An Angolan representative office is set up for the purpose of i) market research and ii) promoting the business of the foreign firm it represents. A representative office is not allowed to pursue production-related or commercial activities and can only have a maximum of 6 employees, with a 50% quota on foreign employees. The company must also deposit a performance bond guarantee in an Angola corporate bank account in the amount of US$60,000.

Incorporating Steps

Pre-incorporation planning:
  • Consultation:
    Prior to company registration, our Client i) signs and email-returns our Client engagement letter ii) provides all the required due diligence documents;
  • Corporate structure:
    Our team and the Client agree on the following: i) proposed business activity ii) proposed company names (in order of preference) iii) share capital amount and iv) license requirements;
  • Power of attorney:
    Astertax Consulting emails Client the draft power of attorney document (in Portuguese) for their signature, notarization and email return;
  • Name reservation:
    Astertax Consulting thereafter i) performs a company name search with the Legal Entities Registrar of Maputo, ii) reserves the available name for the Client’s company and iii) obtains a certificate of uniqueness name.
Incorporation procedure:
  • Social contract:
    Astertax Consulting emails you the Articles of Association (in Portuguese) for their signature, notarization and email return;
  • Corporate bank account opening
    Astertax Consulting banking team i) opens a provisional corporate bank account with a leading bank in Mozambique ii) requests our Client to deposits the initial share capital and iii) obtains a verification of deposit. Some of the banks we work with include Barclays bank, Standard Bank, First National Bank and Banc ABC;
  • Company Incorporation:
    Astertax Consulting submits all the documents to the Legal Entities Registrar of Maputo to initiate the company incorporation process;
  • Publication
    Incorporation team thereafter i) obtains a commercial registry certificate, and ii) publishes the new company statues in the Official Gazette (Boletins da República).
Post-incorporation procedure:
  • Tax registration:
    Following company incorporation, Astertax Consulting registers our Client’s new company for corporate tax with the Mozambique Tax Department (Repartição de Finanças) and obtains a Unique Tax Identification Number (NUIT);
  • Business Operating License application:
    Thereafter, we apply for a simplified business operating license at the One-Stop Service Counter. Documents required include i) a copy of the company registration certificate, ii) Client personal due diligence documents and iii) copy of issuance of NUIT;
  • Declaration of Commencement of Business Activity:
    Astertax Consulting will then proceed to declare the commencement of the business activity of our Client’s company with Mozambique Tax Department (Repartição de Finanças);
  • Employment Registration:
    Our incorporation team i) declares the commencement of business activity and register our Client’s prospective employees with the Provincial Directorate of Labour, and ii) with the National Institute of Social Security (INSS) social security;
  • Engagement Completion:
    Astertax Consulting couriers a full company and banking kit to our Client, which includes the company’s original corporate documents, unopened bank correspondences.
Procedures:
  1. Consultation
    Prior to Angola business incorporation, our Client i) signs and returns our Client engagement letter and ii) provides us all the required due diligence documents;
  2. Corporate Structure
    Astertax Consulting assists our client to decide on i) proposed company’s name and ii) the optimum corporate structure including directors and shareholders. Astertax collects all necessary due diligence from our Client and details of the proposed company’s activities and then proceed to obtain a certificate for the company name;
  3. Power of attorney
    Astertax Consulting emails Client the draft power of attorney document (in Portuguese) for their signature, notarization and email return;
  4. Investment approval
    Astertax Consulting will approach ANIP to gain investment approval for our Client.
  5. Bank account
    Astertax Consulting will then proceed to open a corporate bank account for the company with one of the recommended banks in Angola, where we will deposit the paid-up capital and obtain a receipt. Thereafter, we will pay the company registration fee on behalf of our client;
  6. Tax number
    Astertax Consulting will then proceed to verify all the company documents at the offices of Guichê Único da Empresa and obtain a tax identification number (NIF) for the company;
  7. Incorporation documents
    Astertax will courier all the incorporation documents to our Client to sign and send back and then we will have them notarized and submitted;
  8. Ministry of Commerce
    Astertax will then obtain the commercial operations permit from the Ministry of Commerce;
  9. Legalisation of diary books
    Astertax will submit the inventory and diary books of the company to be legalized by the tax office and also by a judge of the provincial court who has jurisdiction in the area where the company is registered;
  10. Completion of incorporation
    Following the company incorporation engagement completion, Astertax will courier a full company kit to our Client, including original documents, and unopened bank correspondence.

Frequently Asked questions

Is government approval required for foreign owners?

No. For both Angola and Mozambique.

Is resident shareholder or director required?

No. For both Angola and Mozambique.

What is the minimum share capital?

Mozambique ‣ US$1
Angola ‣ From US$1,000 to US$60,000 depending on entity type

Is government approval required for foreign owners?

No. For both Angola and Mozambique.

What is the VAT payable on sales to local costumers?

Mozambique ‣ 17%
Angola ‣ 5% to 10% (Imposto de Consumo)

What is the corporate tax rate on annual net profits from local income?

Mozambique ‣ 32%
Angola ‣ 35%