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Equatorial Guinea in Focus

1. Incorporation

In Equatorial Guinea, the main business entities recognized under the Commercial Code (OHADA) are:

a. Limited Partnership(S.L): This type of company:

  • A minimum of 1.000.000 XAF is required to incorporate S.L. It is divided into shares with a face value of at least 5.000 XAF.
  • It is a company which may be set up by only one partner where the partner’s liability is limited to his contributions and his rights represented by shares.
  • The transfer of shares has to be written down and the articles of association can state freely the modalities of sharing options. When the share capital is higher than 10.000.000 XAF; the volume of business is higher than 250.000.000 XAF or the workforce is superior to 50 employees, it is necessary to appoint an auditor.

b. Public Limited Company (S.A)

  • A minimum of 10,000,000 XAF is required to incorporate and the capital is divided into shares of at least 10.000 XAF
  • With less than 3 shareholders there is no obligation to have a board of directors, having to appoint a general administrator. In order to establish a board of directors, the minimum is three members with a maximum of 12.
  • The control is handed over to one or more auditors.

c. Branch

  • It has no minimum capital requirement.
  • The branch must be registered in the notary (500.000 XAF) and Commercial Registry (500.000 XAF) but the amounts may vary depending on the authority’s discretion. The process may take between two and three weeks subject to the availability of the authorities.
  • The duration of the branch has a maximum period of two years and could be renewed for another two years.

In order to incorporate a business, companies must obtain:

  1. Trade Register Certificate.
  2. Tax Identification Number (NIF).
  3. Certificates of Commerce and Import License.
  4. Certificate of Free Concurrence for companies in strategic sectors (Mines, Hydrocarbons, Aviation…)
  5. Registration at the Ministry of Labour.
  6. Registration/Authorization in the Ministry tutor.

At the moment it is not possible to do the incorporation process online, all documents must be presented physically.

There are no substantial differences in the registration of the above business entities forms. Except for a subsidiary or branch where the requirements may vary slightly, generally the following must be provided:

  • Minutes of the shareholders’ meeting deciding to create the company (for chaos of branches or subsidiaries).
  • Articles of incorporation adapted to the OHADA law (for companies in non-strategic sectors there is an official model designed by the One Stop Shop).
  • 4 Photographs of the shareholders.
  • Criminal records of all foreign partners (only applicable to individuals).
  • Copy of the AoA and official translation of all foreign partners (only applicable to legal entities).
  • Companies in the oil sector must include three (3) local partners with shares in the company not less than 35%.
  • Appointment of legal representative of the company.

There is a one-stop service (Ventanilla Única Empresarial) that simplifies the procedures for the creation, modification and registration of business in the Republic of Equatorial Guinea. Oil companies and those that need special authorization from the Government such as fishing companies or management and exploitation of public services must follow a different incorporation process. Upon the obtention of a special authorization, the aforementioned companies must meet prerequisites such as legalization with the Notary, Commercial Registry as well registration with the tutor ministry.

In order to ascertain the fees to be paid, the structure of the company, its share capital and whether it is a natural person or not is taken into consideration. Once the previous is in place, the One Stop Shop proceeds to issue an entry note to be paid within 72 hours.

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