Business entities in Guinea-Bissau in 2023
Since 2003, Healy Consultants Group 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
