Business Formation

Applies to women only: Obtain husband’s permission to conduct business

Agency: Domicile

According to Article 1686 of Guinea-Bissau’s Civil Code, married women cannot conduct business without the permission of their husbands.

Time and cost: 1 day, no charge

Obtain a certificate of name registration (Certidão Negativa de Denominação Social)

Agency: One-Stop Shop (Centro de Formalização de Empresas – CFE)

Business founders must search for a company name and reserve the proposed name. An electronic database has been established and company founders may conduct a search at the One-Stop Shop (CFE). The database contains information on companies established since 1974. Once a name is reserved, a certificate for the company name is provided by the CFE.

Time and cost: 1 day, included in Procedure 3

Pay registration fees

Agency: Bank desk at the One-Stop Shop (Centro de Formalização de Empresas – CFE)

The payment of all fees is completed at the cashier located at the CFE. Fees are the following:

  • XOF 7,098 for name certificate (Certidão Negativa);
  • XOF 21,780 for two pages of the public deed (Escritura Pública);
  • XOF 3,867 for two pages of the notary certificate (Certidão Notarial);
  • XOF 47,212 for registration certificate (Certidão de Matrícula);
  • XOF 35,000 for publication (Publicação);
  • XOF 10,000 for Declaration of Activities to Municipal Chamber of Commerce;
  • XOF 53,846 for the Commercial License;
  • Stamp duty of 3% of the company’s capital.

Time and cost: 1 day, see procedure details

Open a bank account and deposit the capital

Agency: Bank

For a limited liability company, the company’s capital can be determined by the owners, and the minimum value of each quota is XAF 5,000, per OHADA legislation. The capital must be deposited into a bank account and the deposit receipt serves as proof of the minimum capital. In order to open the bank account you need to take a notarized copy of the “Certidão Negativa de Denominação Social” with the signatures of the partners of the company.

Time and cost: 1 day, no charge

Submit company statutes to obtain the public deed (Escritura Pública) at CFE

Agency: One-Stop Shop (Centro de Formalização de Empresas – CFE)

The entrepreneur must submit the company statutes, the proof of bank deposit and of name reservation, and copies of partners’ identity documents. The CFE (one-stop shop) offers standard statutes that entrepreneurs may use. If the entrepreneur does not want to use the standard statutes, a printout and memory stick or electronic version of the statute must be submitted by email. The notary will revise it, notarize the signatures and issue the public deed.

Time and cost: 1 day, included in Procedure 3

Obtain a tax number (NIF) from the tax office representative at CFE

Agency: Tax Authorities at the One-Stop Shop (Centro de Formalização de Empresas – CFE)

The tax office representative at the CFE has a list of pre-approved tax identification numbers (Número de Identificação Fiscal or NIF) to assign to newly registered companies. They are issued immediately.

The NIF is a unique tax ID number which is used for payment of all taxes.

Time and cost: 1 day, no charge

Register the company and obtain a registration certificate (Certidão de Matrícula) and a commercial license

Agency: One-Stop Shop (Centro de Formalização de Empresas – CFE)

Once the notarized certificate of the public deed is issued, it must be submitted to the Commercial Registry section at the CFE for registration of the company’s incorporation. Upon receipt of an application, the company registration certificate (certidão de matrícula) and the commercial license (alvará comercial) are issued and provided to the business founder.

The registration certificate then is internally sent to the publication unit at the CFE. On a monthly basis, publications are made in hard copy on the Journal of the registry (Boletim).

Time and cost: 1 day, included in Procedure 3

Register with the Ministry of Labor

Agency: Ministry of Labor (Inspeção Geral de Trabalho – Ministério da Reforma Administrativa, Função Pública e Trabalho.)

Once a company has been incorporated, it is necessary to register it and its employees with the Ministry of Labor.

Time and cost: 1 day, no charge

Register with the National Social Security Institute

Agency: National Institute of Social Security (Instituto Nacional da Segurança Social – INSS)

All employers and employees must be registered for Social Security at the National Institute of Social Security (Instituto Nacional da Segurança Social).

Time and cost: 1 day, no charge