Corporate Law at Guinea-Bissau
Certainly! Here’s an overview of Corporate Law in Guinea-Bissau:
🇬🇼 Corporate Law in Guinea-Bissau
1. Legal Framework
Guinea-Bissau’s corporate law is heavily influenced by the OHADA (Organization for the Harmonization of Business Law in Africa) system, which harmonizes commercial laws among its member states.
The main applicable laws include:
OHADA Uniform Act on General Commercial Companies and Economic Interest Groups (2014)
Commercial Code of Guinea-Bissau (to the extent not overridden by OHADA acts)
The Registry of Commerce and Credit Information (Registre du Commerce et du Crédit Mobilier - RCCM) manages company registrations.
2. Types of Business Entities
Under OHADA law, the main company types in Guinea-Bissau include:
Société Anonyme (S.A.) — Joint-stock company suitable for larger businesses; shares can be publicly traded.
Société à Responsabilité Limitée (S.à r.l.) — Limited Liability Company; the most common and flexible form for SMEs.
Société en Nom Collectif — General partnership.
Société en Commandite Simple — Limited partnership.
Groupement d’Intérêt Economique (GIE) — Economic Interest Group.
3. Incorporation Process
Reserve a company name and register it at the Commercial Registry (RCCM).
Draft and notarize company bylaws/statutes.
Deposit minimum share capital (amount varies by company type).
Register with the Tax Authority and obtain a tax identification number.
Obtain any required business licenses or permits.
4. Corporate Governance
Joint-stock companies (S.A.) must have a Board of Directors and a General Assembly of shareholders.
Limited liability companies (S.à r.l.) have simpler governance structures, often managed by one or more managers.
Annual meetings and financial reporting are mandatory.
Shareholder rights include voting, dividends, and participation in general meetings.
5. Foreign Investment
Foreigners are allowed to establish companies and invest.
Certain sectors may require special government approval.
OHADA laws provide protection for investors and facilitate cross-border business.
6. Taxation
Corporate tax rate is generally around 25% (subject to local variations).
Value Added Tax (VAT) and other local taxes apply.
Companies must register and comply with tax filing requirements.
7. Labor and Employment
Labor relations are regulated by Guinea-Bissau’s labor laws and are influenced by international labor standards.
Companies must respect employment contracts, worker rights, and social security contributions.
8. Insolvency and Bankruptcy
Insolvency proceedings are governed by OHADA Uniform Acts.
Procedures include judicial liquidation and reorganization under court supervision.
Summary
Corporate law in Guinea-Bissau is primarily governed by the OHADA legal framework, which provides a modern and harmonized system for company formation, governance, and insolvency. The Société à Responsabilité Limitée (S.à r.l.) is the most commonly used business entity, offering flexibility and limited liability. Foreign investment is permitted with legal protections.
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