Business entities in Guinea-Bissau

Since 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