Doing Business in Mozambique in 2020

Starting a Business in Mozambique – Procedure and Time Frames

No.

Procedures

Time Frame

1

Obtain a certificate of name reservation (certidão de reserve de nome)

Agency: One-Stop Shop (Balcão de Atendimento Único – BAÚ) and Legal Entities Registrar (Conservatória de Registo das Entidades Legais)

Since the approval of the Circular 004/2018, dated 20 November 2018, by the Ministry of Justice, Constitutional and Religious Affairs, in terms of which as of 1 January 2019, the application for reservation of name and registration of incorporation of companies in Maputo City should be done before the Balcão de Atendimento Único (BAÚ).
Therefore, one must verify the availability of the company name. The Registrar Office’s administrative system was computerized, and name verification can be done in a day.

1 day

2

Sign the incorporation contract and notarize signatures

Agency: One-Stop Shop (Balcão de Atendimento Único – BAÚ) and Legal Entities Registrar (Conservatória de Registo das Entidades Legais)

According with Article 90 of Commercial Code, the incorporation agreement is executed by a private document signed by all partners or their representatives, which shall be notarized before a notary by sending the agreement and copies of identification documents. Therefore, there is no need for a public deed, unless the share capital is to be paid up in goods. This can be done at the notary’s office, at the One Stop Shop (Balcão de Atendimento Único) or at the Legal Entities Registrar (Conservatória de Registo das Entidades Legais). The fee charged can be found in the Fee Schedules of the Legal Entities Resgistrar (Tabela de Emolumetos do Registo das Entidades Legais) on Ministerial Diploma n.o 2/2016 of 6 January.
The amendments to the Commercial Code, as approved by the Decree-Law 1/2018, of 4 May, removed the need for notarization of signatures in the incorporation agreement to be done in person, since now the parties can sign the incorporation agreement and send the same to the Notary along with their identification documents for notarization.

1 day

3

Pay registration fees

Agency: One-Stop Shop (Balcão de Atendimento Único – BAÚ) and Legal Entities Registrar (Conservatória de Registo das Entidades Legais)

The registration fees and included in procedure 4 and can be paid by a deposit at a bank or at the Legal Entities Registrar of Maputo (Conservatória do Registo das Entidades Legais) or at the One-Stop-Shop (Balcao de Atendimento Unico). Therefore, companies need the receipt to submit it along with the registration documents. For companies with annual sales above MZN 2,500,000, a bank account in the company’s name is required for tax registration purposes.

1 day

4

Register the company and request the publication of the company statutes in the official 5 days gazette (Boletim da República)

Agency: One-Stop Shop (Balcão de Atendimento Único – BAÚ) and Legal Entities Registrar (Conservatória de Registo das Entidades Legais)

In terms of the Circular 004/2018, dated 20 November 2018, approved by the Ministry of Justice, Constitutional and Religious Affairs, as of 1 January 2019, the registration of incorporation of companies in Maputo City should be done before the One Stop Shop.
Registration fees vary according to the share capital of the company. A fixed fee of MZN 1,450 applies for each registration. In addition, amounts of the company’s capital up to MZN 5 million are taxable at a 0.4% rate, and amounts exceeding MZN 5 million are taxable at a 0.03% rate. This fee is published in the Fee Schedules of the Legal Entities Registrar (Tabela de Emolumentos do Registro das Entidades Legais) in Diploma Ministerial 2/2016 of January 6. After that, a Registry Certificate is issued.
The company’s statutes must be published in the Official Gazette (Boletim da República). However, the company is permitted to declare the start of its operations before official publication. The Imprensa Nacional of Mozambique is the institution in charge of the Gazette. Therefore, applicants must submit a hard copy and a digital copy of the publication summary to the Impresa Nacional in Maputo.
The total payable amount for publishing the statutes extract will vary according to the number of pages of the company’s statutes, and it is estimated by the Imprensa Nacional. The fee for publication of the Articles of Association is MZN 2,820 per 25-line page (Diploma Ministerial no 79/2017 of December 27). Applicants must make the corresponding payment to the Imprensa Nacional’s bank account and submit a copy of the payment receipt to the Imprensa Nacional. The Legal Entities Registrar coordinates the publication of the company statutes in the Official Gazette, which are also published online at http://www.portaldogoverno.gov.mz/por/Governo/Legislacao/Boletins-da-Republica

5 days

6

Notify the commencement of business at the One-Stop Shop

Agency : One-Stop Shop (Balcão de Atendimento Único – BAÚ)

Depending on its sector of activity, a newly-established company would be required to submit a notification of commencement of business or to obtain a business license. Therefore, companies in sectors such as clothing, shoes, office supplies shops, or service providers in legal, accounting and engineering areas, can notify the One-Stop Shop (Balcão de Atendimento Único) of their commencement of business at no cost.
Above all, the requirements for submitting a notification of commencement of business are:
i) Application form;
ii) A copy of a valid Identification Document or Passport or Driving License or Professional Registration Card or Voter Registration Card (for Mozambican citizens);
iii) A legal entity registration certificate or copy of the publication of the articles of association in the Government Gazette (Boletim da República) and proof of the quality of the applicant, for legal persons;
iv) Copy of the proof of issuance of the NUIT (Unique Tax Identification Number).
For some other sectors, a simplified business license must be obtained at the One-Stop Shop with payment of a fee of 50% the minimum wage for the public sector.

1 day

7

Declare the beginning of activity and register employees with the Provincial Directorate of Labor, Employment and Social Security

Agency : Provincial Directorate of Labor, Employment and Social Security (Direcção Provincial do Trabalho, Emprego e Segurança Social)

The company must notify the beginning of any activity, admission of employees and the schedule of work hours at the Provincial Directorate of Labor. After that, the three documents can be submitted together. The declaration of commencement of activity and the communication of the workers’ admission can be done the same day, but the validation of the schedule of work hours by the Provincial Directorate of Labor takes 3 days.
In addition, it is necessary to notify the staff nominal roll to the Provincial Employment Center. This can be done online on the Ministry of Labour, Employment and Social Security website (http://www.mitess.gov.mz:7081/FolhaNominal/RG/RegistarEmpresa.aspx). The company must complete and submit the staff nominal roll within 30 days of its declaration of commencement of activity (as per Diploma Ministerial n° 104/2015 of November 27) and update it every April based on data from the previous month.The following documents must be attached for the staff’s nominal roll relation: license, declaration of commencement of activity, NUIT (tax ID) assignment statement and declaration of attribution of the Taxpayer Number by the INSS (social security agency).

3 days

8

Declare the beginning of activity at the tax department

Agency : Tax Department (Repartição de Finanças)

For VAT and corporate income tax purposes, the beginning of business activity must be notified at least 15 days before the actual starting date. After the documentation is submitted and registered, the applicant receives the original stamped M/02 form and a letter signed by the Director of the Tax Authority indicating the date of start of activity.

1 day (simultaneous with previous procedure)

9

Register the company and the employees with the National Social Security Institute (INSS)

Agency : National Social Security Institute (Instituto Nacional de Segurança Social, INSS)

The applicant must register the company and those employees who are still not registered with the social security system within 15 days of the start of business activity, as per Decree no 51/2017 of December 3.
The company’s registration must be done in person and the following information should be submitted: an approved copy of the M/02 form for tax registration, identity documentation, birth certificate or DIRE, Unique Tax Identification Number (NUIT) and the Business License. These documents can be submitted within 30 days of their date of issuance. Once the company is registered a password is provided, and employees can be registered online by completing an electronic form available on the Social Security website (http://www3.inss.gov.mz/Seguranca/Acesso/Login?ReturnUrl=%2f).
In order to confirm and issue each beneficiary’s identity card, the company is required to submit the following documents within 30 days of registering the employees:
a) Valid identity documentation, birth certificate or DIRE
b) Unique Tax Identification Number (NUIT)

1 day

10

Subscribe to a workers’ compensation insurance coverage

Agency : Insurance company

The company must have a group insurance plan (seguro colectivo) covering every employee from workplace accidents and occupational illnesses that are not covered by the Social Security Health System, as per Article 231 of Law 23/2007.Therefore, it is not required to submit any documents regarding the insurance. However, the company must have the documents available in case of inspection or of an employee’s accident or illness.

1 day (simultaneous with previous procedure)