Business entities in Guinea-Bissau in 2022

Since 2003, Healy Consultants Group PLC offers our multinational Clients with a range of corporate vehicles with which to do business in Guinea-Bissau. The most popular structure for our Clients is the limited liability company (SARL). A public limited company (SA) is used for larger investments, while foreign companies also establish a permanent presence in Guinea-Bissau as either a branch or representative office.

• The Guinea-Bissau limited liability company (SARL)

  The Guinea-Bissau limited liability company, known locally as Sociedade por Quotas de Responsabilidad Limitada (SARL), is the preferred entity for small and medium-sized enterprises (SMEs) in Guinea-Bissau. A SARL requires just one shareholder, who can be any nationality and does not need to be resident in Guinea-Bissau. The minimum share capital for a SARL is 1 million XOF (€1,525) which needs to be deposited into the bank account during company incorporation.

• The Guinea-Bissau public limited company (SA)

  The Guinea-Bissau public limited company, known locally as the Societe Anonyme (SA) is recommended for entrepreneurs seeking to establish larger, more liquid operations in Guinea-Bissau. If unlisted, an SA needs only a single shareholder and director, who can be any nationality. An unlisted SA has a minimum paid up capital requirement of 10 million XOF (€15,250) which must be injected into the bank account during company incorporation.

  If the SA is to be listed, a minimum share capital of 100 million XOF (€152,500) is required in the bank account. The company must also appoint a board of directors consisting of at least three individuals.

• The Guinea-Bissau branch (Filial)

  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 the statutes of its parent company. The branch must have a manager resident in Guinea-Bissau to represent the company locally, although the manager need not be a Guinea-Bissau citizen. A branch must also register with the Trade Register.

• The Guinea-Bissau representative office (escritório de representação)

  Foreign companies are legally allowed to open representative offices in Guinea-Bissau. Just like the branch, this entity is not considered a separate legal entity and is linked entirely to its parent company. A Guinea-Bissau representative office is not allowed to engage in commercial activities in Guinea-Bissau. It can only i) conduct market research and ii) promote the parent company’s activities.

• Table of comparison between Guinea-Bissau entities

  Comparison table of Guinea-Bissau entities	LLC	PLC	Branch office	Rep office
  Also known as	SARL	SA	Filial	escritório de representação
  How long to set the company up?	6 weeks	6 weeks	2 months	2 months
  How long to open company bank account?	8 weeks	8 weeks	2 months	2 months
  Legal liability?	Limited	Limited	Unlimited	Unlimited
  Wholly foreign owned?	Yes	Yes	Yes	Yes
  Minimum share capital?	€1,525	€15,250	N/A	N/A
  File annual tax return?	Yes	Yes	Yes	No
  Tax registration certificate required?	Yes	Yes	Yes	No
  Recommended corporate bank account?	EcoBank	Banco Da Uniao	Banco Da Africa Ocidental	Orabank
  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	3	1
  Minimum shareholders?	1	1	1	1
  Tax identification code (TIN) needed?	Yes	Yes	Yes	No
  Guinea-Bissau resident company secretary required?	No	No	No	No
  Corporate shareholders allowed?	Yes	Yes	Yes	Yes
  Corporate director(s) allowed?	Yes	Yes	Yes	Yes
  Guinea-Bissau corporate tax rate?	25%	25%	25%	0%
  Annual financial statements required?	Yes	Yes	Yes	No
  Statutory audit required?	No (Except certain cases)	Yes	No	No
  Regulated by?	Ministry of Justice	Ministry of Justice	Ministry of Justice	Ministry of Justice
  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-Bissau?	Yes	Yes	Yes	Yes
  Can buy Guinea-Bissau property?	Yes	Yes	Yes	No
  Can own equity in other Guinea-Bissau companies?	Yes	Yes	Yes	No
  Total Guinea-Bissau business setup costs in Yr. 1	US$15,525	Contact us	€17,650	Contact us
  Subsequent annual costs (incl. accounting and tax fee)	US$4,950	Contact us	€4,950	Contact us
  Sample engagement invoice	View invoice PDF	Contact us	Contact us	Contact us