Business entities in Guinea

Setup procedures for Guinea LLC Since 2003, Healy Consultants provides our Clients with the optimum corporate structures for doing business in Guinea. The commonly used corporate vehicle is the limited liability company (SARL). Entrepreneurs planning for larger investments in Guinea may also establish a public limited company (SA). Foreign companies may also set up permanent establishments in the form of a branch office or a representative office.

The Guinea limited liability company (SARL)

The SARL is commonly preferred by entrepreneurs establishing small and medium sized ventures in Guinea. This entity requires at least 1 shareholder and 1 director of any nationality who can be either an individual or a body corporate. The shareholder and director must not be residents of Guinea. A Guinea LLC company setup requires no minimum share capital.

The Guinea public limited company (SA)

The SA company setup in Guinea is recommended for entrepreneurs looking to establish larger investments in the country. This entity requires at least 1 directors and 1 shareholder who can either be and individual or a corporate body. The director and shareholder can be of any nationality and do not have to be resident in Guinea. An SA also requires a high share capital amount at incorporation, usually this amount is above of US$14,000 (100m GNF).

The Guinea branch

Foreign companies looking to do business in Guinea are permitted to set up branch offices in Guinea. A branch office is not considered a separate legal entity from its parent company and naturally abides by the laws of both Guinea and its country of origin. The branch must also appoint at least 1 director of any nationality to represent the company in Guinea. The entity must register with the Trade and Personal Property Credit Register (TPPCR) and get approval from the Ministry of Trade and Industry.

The Guinea representative office

The Guinea Companies Law permits foreign legal entities to setup permanent establishments in the form of representative offices in Guinea. Just like the branch, this entity is not considered a separate legal entity, and additionally not allowed to engage in any commercial or profit making activities in Guinea. A Guinea representative office’s activities is only limited to i) conducting market research and ii) promoting the activities of its parent company.

Comparison table between Guinea business entities

	LLC	PLC	Branch office	Rep office
Also known as	SARL	SA	succursale	bureau de representation
How long to set the company up?	7 weeks	8 weeks	9 weeks	8 weeks
How long to open company bank account?	5 weeks	5 weeks	5 weeks	5 weeks
Legal liability?	Limited	Limited	Unlimited	Unlimited
Wholly foreign owned?	Yes	Yes	Yes	Yes
Minimum share capital?	None	US$14,000	US$1	US$1
File annual tax return?	Yes	Yes	Yes	No
Tax registration certificate required?	Yes	Yes	Yes	No
Recommended corporate bank account?	EcoBank	United Bank of Africa	Afriland First Bank	FBN Bank
Does our Client need to travel?	No	No	No	No
Resident director required?	No	No	No	No
Resident shareholder required?	No	No	No	No
Minimum directors allowed?	1	1	1	1
Minimum shareholders?	1	1	1	1
Tax identification code (TIN) needed?	Yes	Yes	Yes	No
Guinea resident company secretary required?	No	No	No	No
Corporate shareholders allowed?	Yes	Yes	Yes	Yes
Corporate director(s) allowed?	Yes	Yes	Yes	Yes
Guinea corporate tax rate?	35%	35%	45%	0%
Annual financial statements required?	Yes	Yes	Yes	No
Statutory audit required?	No	Yes	No	No
Regulated by?	Ministry of Trade and Industry	Ministry of Trade and Industry	Ministry of Trade and Industry	Ministry of Trade and Industry
Allowed to issue sales invoices?	Yes	Yes	Yes	No
Allowed to sign contracts?	Yes	Yes	Yes	No
Allowed to import and export goods?	Yes	Yes	Yes	No
Can rent an office space in Guinea?	Yes	Yes	Yes	Yes
Can buy Guinea property?	Yes	Yes	Yes	No
Can own equity in other Guinea companies?	Yes	Yes	Yes	No
Total Guinea business setup costs in Yr. 1	US$18,325	US$16,875	US$17,175	US$17,175
Subsequent annual costs (incl. accounting and tax fee)	US$2,850	US$4,950	US$4,950	US$4,950
Sample engagement invoice	View invoice PDF	View invoice PDF	View invoice PDF	View invoice PDF