Astertax Consulting provides the best corporate structures for our clients. There are several ways of doing business. The common structure 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.
- The Portuguese limited liability company (SpQ)The Portuguese LLC is commonly used to setup a small business in Portugal. Only one director and one shareholder are required to start such type of entity, and both can be of any nationality. Only €1 of share capital is required for that matter.
- Sociedade Anónima (SA)This type of company require a share capital of €50,000 and either 1 corporate or 5 individual shareholders, whom can be of any nationality. This type of company must also appoint at least two directors, unless its share capital is below €120,000.
- Sociedade EuropeiaTwo EU based companies can choose to incorporate as a European Stock Corporation. A minimum share capital of at least €120,000 will be required.
- SucursalA Portuguese branch office can be 100% foreign owned. The object for this company will be defined by the parent company. The branch office will have an independent management team and can open a corporate bank account in Portugal.
- Escritório de RepresentaçãoA representative office is not allowed to have commercial activities. Therefore, this entity can only preform in market research and promoting the business of the represented overseas company.
- Limited liability company (LDA)The 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.
- Public limited company (SA)The 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.
- Branch OfficeThe 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.
- 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.
- Limited liability company (LDA)The 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.
- 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.
- 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.
- Representative office (Escritório de representação)A 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.
- Foreign owned entitiesForeign entrepreneurs interested in doing business in Nigeria can wholly own a limited liability company (LLC) with a minimum of 2 shareholders and 2 directors of any nationality. The minimum share capital is US$1. Foreign corporations are unable to create a wholly foreign owned presence in the country by setting up a Nigeria branch office or Nigeria representative office. Nigeria’s companies law requires all foreign businesses desiring to do business in Nigeria to establish a company. None of these entities require Nigerian nationals to be involved as shareholders or resident directors. Free zone companies allow international entrepreneurs to import and export goods from the country with tax advantages on VAT and customs duties.
- Private limited companyAn LLC, referred to as the “Private limited company” in Nigeria, is the most common entity used for Nigeria company setup. As always, the company is a separate legal entity or person. In particular, a company is separate from its owners, shareholders, and the persons who run it, the directors.
- The Senegal limited liability company (SARL)The Senegal limited liability company (LLC, locally known as SARL) must appoint at least 1 director and 1 shareholder who can be of any nationality. The minimum paid-up share capital required for Senegal business setup is US$2,000. The Senegal LLC must maintain its books of accounts in French at its registered office in Senegal. The accounts must be maintained according to the OHADA system. Senegal LLCs are also required to appoint a statutory auditor and to submit annual audited financial statements.
- The Senegal public limited company (Société anonyme – SA)The Senegal public limited company (PLC), locally known as a SA, requires a minimum capital of US$20,000 for Senegal company setup. At least 1 shareholder and 1 director must be appointed, whom can be of any nationality; Like LLCS, the Senegal PLC’s books of accounts must be maintained in French at its registered office in Senegal. The accounts must be maintained according to the OHADA system of accounting. Annual financial statements must be prepared and an audit must be submitted every year. A Senegal PLC must also appoint an approved auditor.
- The Senegal branch (Succursale)A Senegal branch office can be 100% foreign owned. The scope of operations for this entity will be defined by the parent company. Also, the branch office must have a registered office in Senegal as well as a resident agent appointed by the company to receive summons, notices etc. on behalf of the company.
- The Senegal representative office (Bureau de représentation)While the Senegal representative office can be 100% foreign owned, it is not allowed to carry out any income generating activities in Senegal. All expenses of the representative office are required to be met through inward foreign currency remittances. Consequently, this entity can only engage in i) market research and ii) promoting the business of the parent company. Similarly to a branch, the parent company of a representative office must also appoint a representative ordinarily resident in Senegal.
- Limited liability company (LLC)This is the most common type of business entity by foreign entrepreneurs when incorporating in Botswana. A Botswana LLC must appoint one director who must be a resident of Botswana, and one shareholder of any nationality. Minimum paid-up capital is not required. The LLC must have a registered office in Botswana and must submit audited financial statements within five months of the year end and therefore must appoint a qualified company secretary.
- Public limited company (PLC)This entity must appoint at least two directors and seven shareholders of any nationality who must be natural persons for incorporation to be complete. One of the directors must be a resident of Botswana. Minimum paid up share capital is not required. The PLC must have a registered office in Botswana and must submit audited financial statements within five months of the year end and therefore must appoint an auditor in addition to the statutory company secretary required for all Botswana companies.
- Offshore company (IFSC company)Incorporating an offshore company in Botswana requires i) to setup a Botswana company and then ii) to apply to the International Financial Services Center Authority for an IFSC certificate. Such company can henceforth be created with only i) 1 shareholder of any nationality and ii) 1 resident director. The authority will however ask for i) a documented descriptive of current business ii) a business plan for the IFSC company and iii) an amount of share capital sufficient to finance the proposed business in Botswana. The IFSC company will only be allowed to conduct commercial operations with non-residents, but may however conduct limited productive operations in Botswana including i) BPO and call centers ii) asset management and iii) bank and insurance activities. It will benefit from incentives including: i) a reduced corporate tax rate of 15% ii) no VAT iii) no capital gains tax and iv) no withholding tax.
- Branch OfficeThe branch may be 100% foreign owned and is allowed to engage in business activities related to the parent company within Botswana. Only one shareholder and one director are required for incorporation of a branch in Botswana. However, the corporate tax rate for the branch is 30% thus making this the least efficient tax option for business incorporation in Botswana.
- Representative officeThe Botswana representative office is established solely for market research and promoting business of the parent company and is not allowed to pursue production-related or commercial activities.