Company deregistration in Mozambique in 2023
Company deregistration in Mozambique can be a cumbersome time-consuming exercise due to the Government red tape and bureaucracy. However, with expert advice and guidance, our Clients can easily navigate this otherwise difficult process.
Our Clients looking to close down their entities in Mozambique regardless of whether it is a branch, subsidiary or representative office, must first ensure the company i) has fulfilled all accounting and tax obligations ii) is in good standing with the Government and iii) is successfully deregistered with the Ministry of Justice. Below are some information and guidelines on the requirements and process of deregistering a company in Mozambique:
Who can apply for a Mozambique company deregistration?
- The company shareholders or directors;
- A legal representative through a legalized Power of Attorney (POA).
Documents required to deregister a company in Mozambique
- Company certificate of registration and memorandum;
- Company business license;
- All historic accounting and tax filing documents for all the years the company has been active;
- Legalized Power of Attorney from all shareholders and directors.
A Mozambique company can only commence deregistration upon fulfilment of below:
- Our Client’s business has been dormant for a period of more than three months before date of application submission;
- Shareholders and Directors of the company have consented and signed a board resolution authorizing the deregistration;
- If shareholders and directors are based overseas; a power of attorney has been issued by all directors and the same legalized by the Mozambique embassy in their country of domicile;
- The company has paid all due taxes and fines (if applicable) to the Mozambique Tax Office in the city to which the company obtained its tax number during registration and secures a tax clearance certificate;
- Our Client’s company i) has no outstanding liabilities nor ii) is the company party to any ongoing legal proceedings;
- The company i) does not have any existing subsidiary nor ii) does it have assets in forms of immovable property such as real estate or a manufacturing plant etc.
10 steps of deregistering a company in Mozambique
- Consultation: Before deregistering a company in Mozambique, our Client signs Healy Consultants Group PLC engagement letter and provides the required corporate and personal due diligence documents;
- Power of Attorney: Healy Consultants Group PLC prepares draft Power of Attorney for all the shareholders and directors and sends to our Client for i) completion and signatures ii) legalization by the Mozambique Embassy in their country of domicile and iii) courier return to our Mozambique office;
- Good standing: Healy Consultants Group PLC obtains from our Client i) all accounting books and tax filings and ii) liaises with the Ministry of Finance, Tax Department to determine any outstanding taxes or fines due;
- Tax clearance: Should there be any outstanding taxes and/or fines, Healy Consultants Group PLC advises our Client to directly settle the same to the Government and obtain the receipt of payment.
- Declaration: Healy Consultants Group PLC then prepares and submits a declaration of cessation of business activity to the Mozambique Ministry of Economy and Finances and obtains a certificate to this effect;
- Company de-registration phase 1: Healy Consultants Group PLC thereafter submits all the necessary documents including i) business cessation declaration ii) receipt of payment and iii) proceeds to cancel our Client’s company tax number (NUIT) and Social Security Number (INSS) and iv) obtains the tax clearance certificate “quitação de financas”;
- Company de-registration phase 2: Our team prepares and submits all the required company de-registration documents to the Ministry of Justice and obtains the certificate of dissolution of company.
Post de-registration steps
- Gazette notice: Healy Consultants Group PLC then submits a notice of deregistration to be published on the Mozambique National Gazette, Boletins da Republica;
- Closing bank account: If required, Healy Consultants Group PLC approaches our Client’s bank and applies for account closure. Normally this process can be completed within the same day of submission. Our client can then transfer any available funds to their overseas account;
- Engagement completion: The Client engagement is now complete. Healy Consultants couriers a full company deregistration kit to our Client, which includes the company’s original i) dissolution certificate ii) tax clearance and ii) business activity cessation documents, and iv) a Client feedback survey.
Our Clients will find deregistration in Mozambique cumbersome because:
- Almost all Government procedures are analogue and paper documents must be prepared and submitted in person at various Government agencies concerned;
- Government offices still use paper files and obtaining historic accounting and tax filings at the Tax Office could take weeks or months to obtain and tax officers are very reluctant to assist is such cases;
- A simple government process can be delayed for days on end due to the absence of a Department Director who is mandated to sign a particular document to complete the process;
- Due to high levels of corruption in the country, a Government Official may deliberately delay a process until he or she is paid a specified amount as incentive;
- Where a company is found to have accumulated fines due to unpaid VAT or failure to file taxes, the Government will impose unjustified figures and demand the company settle the same before a tax clearance certificate is issued;
- The Government may deliberately withhold VAT refunds if they are informed that a company is looking to cease operations in Mozambique and wants to claim VAT.