11 steps to register a branch in Madagascar in 2024

Since 2003, Healy Consultants Group helps multi-national Clients register a Madagascan branch of a foreign company. Within four weeks, the business entity will be incorporated, without shareholders and directors’ travel. The branch registration process follows:

• Pre-incorporation steps

  • Consultation phase – prior to commencing the Madagascar branch set-up, we discuss i) our Client’s business goals ii) requirements for their new entity iii) recommendations for the optimal structure for the entity, if required iv) fees payable for the engagement; and v) potential licensing requirements. Thereafter, Our Client i) settles Healy Consultants Group’s engagement fee ii) signs and returns our Client Engagement Letter and iii) provides us all the due diligence documents, required by our Compliance Team.
  • Planning phase – we supply our Client with a detailed project plan, mapping out weekly deliverables to engagement completion, including i) Madagascar branch incorporation ii) tax registration iii) corporate bank account opening and iv) obtaining applicable licenses, thereby increasing transparency as well as setting Client expectations and minimising disruption to project completion.

• Incorporation steps

  • Registered office – in accordance with the Madagascar Company Act, our Client is required to file an address with the companies registry to which official correspondences can be sent and where statutory records can be inspected. The Client may use their own physical space in Madagascar or request Healy Consultants Group to provide a virtual office space. This service is also included in our standard service offering.
  • Legal Representative – in accordance with the Investment Law N 2007, each Malagasy branch office must have at least one individual country representative resident in Madagascar. If required, Healy Consultants Group will be pleased to provide our Client with a professional nominee representative in Madagascar at an additional fee.
  • Document Translation and Attestations – our Client will be required to supply attested corporate documents including i) certificate of incorporation and ii) Memorandum of Articles of the parent company and the same will need to be translated into French. If required, Healy Consultants Group will be pleased to assist our Client with attestation and translation for an additional fee.
  • Document Preparation – Healy Consultants Group’s in-house country experts prepare quality branch incorporation forms, including shareholders’ minutes for i) appointment of the branch legal representative ii) approving the incorporation of the branch and iii) address of the head office of the branch in Madagascar. The documents will then be translated to French and couriered to the Client for their signatures and notarisation before being couriered back to our Madagascar office.
  • Document Submission to Economic Development Board of Madagascar (EDBM) – Healy Consultants Group will then i) deposit the registered statutes ii) apply for the business license and iii) apply for fiscal identification number and statistical identification from EDBM.
  • Following Madagascar branch registration, our Firm immediately emails our Client with the i) Certificate of deposit ii) Companies registry extract “RCS Extract” iii) fiscal card iv) statistical card and v) minutes of the general meeting duly registered.

• Post-incorporation steps

  • Bank account opening – Healy Consultants Group assists our Client apply for a corporate bank account for their business. Our team helps our Client prepare a quality business plan for the bank to optimise the probability of corporate bank account approval.
  • Additional registrations – Healy Consultants Group will then register the company’s employees with the National Social Security Fund and enroll them for health insurance.
  • Licensing – assuming our Client’s business requires a regulatory license, Healy Consultants Group will be happy to assist our Client navigate the Madagascar regulatory environment and obtain the necessary licenses from the relevant government authorities.

• Case study

  Background

  • Our Client is a South African company that designs and manufactures currency automation systems and conducts its business worldwide. The company offers banknote and securities processing systems, smart card technology, identification systems card systems, and consulting services.
  • Our Client had recently won a Government contract and wanted to set-up a branch in Madagascar to efficiently fulfil its contractual obligations in Madagascar. The Client also wanted to secure a physical office space in Antananarivo as a base for their operations.

  Engagement planning

  • Our Director of Client Engagements, Mr. Seth Ochieng had a detailed discussion with our Client to understand their requirements in Madagascar, rationale behind setting up a branch against a limited liability company. Over the call, Seth also explained the Client about the local legal representative and resident bank signatory requirements for Madagascar.
  • Our Client was interested to proceed with Healy Consultants Group, Seth prepared and emailed our Client an engagement advancement proposal and the formal invoice including, i) nominee legal representative services for 6 months, and ii) assistance to locate physical office premises.
  • Our Client promptly provided the requisite due diligence documents and settled our professional fee. Thereafter, we prepared i) a detailed Engagement Project Plan mapping out steps to engagement completion and ii) a quality business plan to assist with corporate bank account opening.

  Madagascar Branch Incorporation & Legal Representative

  • Healy Consultants Group emailed our Client, the full list of documents required to advance branch registration including documents requiring translation and notarization/legalization in the Madagascar embassy in South Africa.
  • Within two weeks, our Client provided us the requisite document and requested Healy Consultants Group to assist with the translation of the documents to French. Within 1 week of receiving the documents, Healy Consultants Group supplied the translated documents to our Client.
  • Healy Consultants Group sourced multiple candidates for our Client to finalize the legal representative for your Madagascar branch. Once our Client selected their preferred legal representative, Healy Consultants Group prepared the branch incorporation documents, tax registration application and supplied it to the Client for signatures and courier to Madagascar.
  • Before our Client could courier the signed incorporation documents, COVID-19 pandemic struck South Africa and there were Government enforced lockdowns, which forced the Client to put the engagement on hold till the time business normalcy resumed in South Africa.
  • After about 12 months of delays, our Client finally decided to resume the engagement and supplied Healy Consultants Group with the requisite signed incorporation forms. Healy Consultants Group immediately submit a quality branch registration application to the Madagascar Economic Development Board.
  • Within 4 weeks, Healy Consultants Group supplied our Client, with the scans of branch incorporation documents including, i) Certificate of deposit, ii) Companies registry extract “RCS Extract”, iii) Fiscal card, iv) Statistical card, v) Minutes of the general meeting duly registered and vi) Domiciliation agreement duly registered.

  Madagascar Corporate Bank Account Opening & Physical Office

  • Based on our Client’s requirements, Healy Consultants Group sourced multiple office premises that the Client could lease for their physical office. But unfortunately, due to delays and complications due to COVID -19, before our Client could secure the same the facility was rented to another lessee.
  • Healy Consultants Group drafted a detailed business plan outlining the company’s core activities, financial projection, market analysis and corporate structure.
  • Once the business plan was approved and signed-off by our Client, Healy Consultants Group contacted multiple Madagascar banks to increase approval chances for our Client.
  • Midway through the account opening process, our Client informed Healy Consultants Group that they will not be recruiting any employees for the next couple of months and neither could the bank signatory visit Madagascar due to travel restrictions.
  • Healy Consultants Group tried negotiating with the banks for a travel waiver, but unfortunately banks in Madagascar do now allow corporate bank account opening without meeting the bank signatory.
  • Healy Consultants Group recommended our Client to i) either leverage existing relationships with banks to open a corporate account for their Madagascar branch or ii) appoint a nominee bank signatory till their preferred signatory could travel to Madagascar (high risk).
  • Our Client then proceed to leverage their existing relationships and managed to secure an offshore corporate bank account for their Madagascar branch.

  Engagement completion

  • Following engagement completion, Healy Consultants Group couriered the full company kit to our Client, including Madagascar corporate documents and requested for a Client feedback survey.

Conclusion

Following receipt of all necessary approvals and documents, Healy Consultants Group supplies a full company kit to our Client, including original corporate documents, unopened bank correspondences, and lastly a Client feedback survey to make sure that all the Client expectations were met during the entire engagement period.