Corporate Law at Equatorial Guinea
Certainly! Here's an overview of Corporate Law in Equatorial Guinea:
🇬🇶 Corporate Law in Equatorial Guinea
1. Legal Framework
Corporate law in Equatorial Guinea is influenced by Civil Law traditions, and largely based on Spanish law, given its colonial history.
The principal laws regulating companies include:
Law No. 3/1999 on Commercial Companies
Law on Investment Promotion
Various regulations on foreign investment, taxation, and commercial activities.
The country is also a member of the OHADA (Organization for the Harmonization of Business Law in Africa), which harmonizes business laws among member states, including Equatorial Guinea.
2. Types of Business Entities
Equatorial Guinea recognizes several types of business structures, mainly under OHADA laws:
Société Anonyme (S.A.) – Joint-stock company (similar to a corporation)
Société à Responsabilité Limitée (S.à r.l.) – Limited liability company (most common for small and medium enterprises)
Partnerships – including general and limited partnerships
Branches of foreign companies – permitted but must register locally
3. Incorporation Process
Choose a company name and get approval from the Commercial Registry.
Draft and notarize the company’s statutes/bylaws.
Deposit minimum share capital into a local bank (amount depends on company type).
Register the company with the Commercial Registry and obtain a Tax Identification Number (NIF).
Register with the Ministry of Commerce and Industry.
Obtain necessary licenses or permits to operate.
4. Corporate Governance
Companies must appoint at least one director or manager.
Shareholders’ meetings are required to approve major decisions.
Joint-stock companies (S.A.) require a board of directors.
Limited liability companies (S.Ã r.l.) have simpler governance structures.
5. Foreign Investment
Foreign investors can own up to 100% of local companies.
Certain sectors may require government approval or partnership with a local entity.
The Investment Promotion Law provides incentives, including tax breaks and customs duty exemptions.
6. Taxation
Corporate income tax rate is generally 35%.
Other taxes include Value Added Tax (VAT), withholding taxes, and other local taxes.
Companies must file annual tax returns with the tax authorities.
7. Labor and Employment
Employment contracts and labor relations governed by the Labor Code.
Employers must comply with social security and worker protection laws.
8. Insolvency
Insolvency procedures are regulated under commercial law and OHADA uniform acts.
Provides for liquidation, bankruptcy, and reorganization processes.
Summary
Corporate law in Equatorial Guinea is governed by a blend of local legislation and the OHADA system, which provides a uniform legal framework for commercial enterprises across many Central and West African countries. The main corporate entities are limited liability companies (S.Ã r.l.) and joint-stock companies (S.A.). Foreign investment is encouraged under certain legal safeguards and incentives.
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