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
| LLC | PLC | Branch office | Rep office | |
|---|---|---|---|---|
| Also known as | LDA | SA | sucursal | oficina de representacion |
| How long to set the company up? | 5 weeks | 7 weeks | 8 weeks | 7 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? | €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 | Union Bank SA | Occidental Bank of Africa | 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 | 1 | 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 | 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 | Contact us | Contact us |
| Subsequent annual costs (incl. accounting and tax fee) | US$4,950 | Contact us | Contact us | Contact us |
| Sample engagement invoice |  | Contact us | Contact us | Contact us |
