Business entities in Guinea-Bissau

Business entities in Guinea-Bissau

Requirements for business setup in Guinea-BissauSince 2003, Healy Consultants provides our Clients with the optimum corporate structures for doing business in Guinea-Bissau. The preferred corporate vehicle is the limited liability company (LDA). Entrepreneurs planning for larger investments in Guinea-Bissau may also establish a public limited company (SA). Foreign companies looking to do business in Guinea-Bissau are also permitted to establish permanent presences in the form of a branch office or a representative office.

The Guinea-Bissau limited liability company (LDA)

The Guinea-Bissau business setup, known locally as Sociedade por Quotas de Responsabilidad Limitada (LDA) is the structure commonly used by entrepreneurs setting up SMEs in Guinea-Bissau. An LDA requires at least 1 shareholder and 1 director, with full foreign ownership permitted and no residence requirement. This entity also requires a minimum share capital of €1,525 (1 million XOF) to be incorporated.

The Guinea-Bissau public limited company (SA)

  • This Guinea-Bissau business setup is recommended for entrepreneurs seeking to establish larger and more liquid operations in the country. If unlisted, an SA can have a sole director and single director of any nationality, with a capital requirement of 10 million XOF (€15,250);
  • If to be publicly traded, the SA requires a minimum share capital of 100 million XOF (€152,500) and must appoint a board of directors consisting of at least 3 individuals.

The Guinea-Bissau branch (sucursal)

Foreign legal entities looking to do business in Guinea-Bissau without setting up a subsidiary are allowed by law to establish a branch in Guinea-Bissau. A branch is not considered a separate legal entity and is governed by statutes of its parent company. The branch must a manager resident in Guinea-Bissau to represent the company locally, although the manager need not be a local citizen.

The Guinea-Bissau representative office

The Guinea-Bissau Business Law allows foreign companies to setup representative offices in Guinea-Bissau. Just like the branch, this entity is not considered a separate legal entity and depends entirely on the parent company. A Guinea-Bissau representative office is not allowed to engage in commercial activities in Guinea-Bissau. A Guinea-Bissau rep office’s activities are limited to i) conducting market research and ii) promoting the activities of the parent company.

Table of comparison between Guinea-Bissau entities

 LLCPLCBranch officeRep office
Also known asLDASAsucursaloficina de representacion
How long to set the company up?5 weeks7 weeks8 weeks7 weeks
How long to open company bank account?5 weeks5 weeks5 weeks5 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum share capital?€1,525€15,250N/AN/A
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?EcoBankUnion Bank SAOccidental Bank of AfricaOrabank
Does our Client need to travel?NoNoNoNo
Resident director required?NoNoNoNo
Resident shareholder required?NoNoNoNo
Minimum directors allowed?1111
Minimum shareholders?1111
Tax identification code (TIN) needed?YesYesYesNo
Guinea-Bissau resident company secretary required?NoNoNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesYesYesYes
Guinea-Bissau corporate tax rate?25%25%25%0%
Annual financial statements required?YesYesYesNo
Statutory audit required?NoYesNoNo
Regulated by?Ministry of JusticeMinistry of JusticeMinistry of JusticeMinistry of Justice
Allowed to issue sales invoices?YesYesYesNo
Allowed to sign contracts?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Guinea-Bissau?YesYesYesYes
Can buy Guinea-Bissau property?YesYesYesNo
Can own equity in other Guinea-Bissau companies?YesYesYesNo
Total Guinea-Bissau business setup costs in Yr. 1Contact usContact usContact usContact us
Subsequent annual costs (incl. accounting and tax fee)Contact usContact usContact usContact us
Sample engagement invoiceContact usContact usContact usContact us

Contact us

For additional information on our business setup services in Guinea-Bissau, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Karen Lee, directly:
client relationship officer - Karen
BCEAO CFE - Guinea Bissai e-regulations portal Fundei Guinea Bissau expansion GBGW UEMOA GBI - Guinea Bissau Investment