Business entities in Guinea
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 |
