Starting a Business in Guinea-Bissau

This table summarizes the procedures and costs associated with setting up a business in Guinea-Bissau.

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Standardized company

Legal Form: Sociedade por Quotas de Responsabilidade Limitada (LDA)
City: Bissau

Registration Requirements Summary:


  Procedure Time to complete: Cost to complete:
1 Search for a company name and reserve the proposed name (certidão negativa de denominação social) 1 day (Stamp) 2 000 F CFA + (Name search) 4,850 F CFA
*2 Verify signature at notary 1 day, included in previous procedure FCFA 250 (for one signature), already included in previous procedure
3 Open a bank account and deposit the minimum capital 1 day no charge
4 Submit company statutes to obtain the public deed 3 months (Article 2 of Decreto – Lei No 18/88)10 000 FCFA + 2 % above the amount of 2 000 FCFA(t “Cofre Geral da Justica” ) +600 FCFA / page (each page of the stature is 25 lines) + 77 FCFA / line (additional line) + (Stamp) 2 000 FCFA
5 Obtain copy of public deed (certidão de escritura notarial) 2 weeks included in previous procedure
6 Register the company at Commercial Registry (matricula) 2 weeks to one month (Presentation) FCFA 9000+(Inscription) FCFA 15000+(Determined Value) FCFA 10000+(20 % of fee participation) FCFA 6800+(Reimbursement fee) FCFA 340+(Document fee-‘Impresso’)FCFA 250+(Certificate) FCFA 5000
*7 Verify signature at notary 1 day, included in previous procedure FCFA 231 (for one signature), already included in previous procedure
8 Obtain copy of commercial registration (certidão de registro) 2 days to one week included in procedure 6
*9 Pay for publication in official gazette at the public service office 1 day between CFA 150,000 and 200,000
*10 Publish statutes in the official gazette (Bolhetim Official) 1 month (up to one 1year), simultaneous with procedure 6 FCFA 15000
11 Request the business license (alvará) 2 weeks, simultaneous with procedure 10 Varies depending on the type of license. For a wholesaler the license cost is CFA 53,846 + CFA 10,385 for enrollment
*12 Obtain tax number for company at tax office (NIF) 2 days, simultaneous to previous procedure FCFA 38000
*13 Submit tax number to single window (Guiché Único) 1 day, simultaneous to procedure 11 no charge
*14 Receive inspection from municipality 1 day, simultaneous to procedure 11 FCFA 50000
15 Unblock bank account 1 day no charge
16 Send workers’ contracts to social security and labor inspectorate agency 1 day no charge
* Takes place simultaneously with another procedure.

Registration Requirements Details

Procedure 1.
Search for a company name and reserve the proposed name (certidão negativa de denominação social)
Time to complete:
1 day
Cost to complete:
(Stamp) 2 000 F CFA + (Name search) 4,850 F CFA
Name of Agency:
Comment:
Company names must be searched manually because no electronic database yet exists. The notary public must verify the required signature on the name reservation request.
Procedure 2.
Verify signature at notary
Time to complete:
1 day, included in previous procedure
Cost to complete:
FCFA 250 (for one signature), already included in previous procedure
Name of Agency:
Comment:
Procedure 3.
Open a bank account and deposit the minimum capital
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
For a limited liability company, the capital must be fully paid up front. The deposit receipt serves as proof of the minimum capital. In order to open the bank account you need to take a copy of notarized copy of the “certidao negative” with the signatures of the partners of the company. The entrepreneur must obtain the receipt of the deposit.
Procedure 4.
Submit company statutes to obtain the public deed
Time to complete:
3 months
Cost to complete:
(Article 2 of Decreto – Lei No 18/88)10 000 FCFA + 2 % above the amount of 2 000 FCFA(t “Cofre Geral da Justica” ) +600 FCFA / page (each page of the stature is 25 lines) + 77 FCFA / line (additional line) + (Stamp) 2 000 FCFA
Name of Agency:
Comment:
The entrepreneur must submit the company statutes, the proof of bank deposit and of name reservation, and copies of partners’ identity documents. The procedure does not take as long as its used to because part of the procedure are done electronically, for exemple, the documents are now submitted on flash drive in a typed-up form, which facilitates the process.
The notary code (“codigo notarial” of 1968) says that the public deed has to be handwritten into the books. However, until last year, everything at the notary was done by hand as they did not have computers. Although the deeds are still written by hand, other processes are more done by computer. The fact that other certificates can be done on the computer removed an enormous burden from the notary, and now things move much faster. However, most of the computers aren’t working which does not facilitate entirely the process.
Documents to be submitted are the following:
1- Copy of statutes
2- Processo-Verbal of the constituent assembly
3- proof of deposit of capital
4- negative certificate of the name (‘certidao negativa’)
5- copy of the partner’s identity card (Bilhete de Identidade).

Procedure 5.
Obtain copy of public deed (certidão de escritura notarial)
Time to complete:
2 weeks
Cost to complete:
included in previous procedure
Name of Agency:
Comment:
After the public deed is entered by hand into the books, another notary officer types the statutes and produces the public deed (certidão notarial).
Procedure 6.
Register the company at Commercial Registry (matricula)
Time to complete:
2 weeks to one month
Cost to complete:
(Presentation) FCFA 9000+(Inscription) FCFA 15000+(Determined Value) FCFA 10000+(20 % of fee participation) FCFA 6800+(Reimbursement fee) FCFA 340+(Document fee-‘Impresso’)FCFA 250+(Certificate) FCFA 5000
Name of Agency:
Comment:
In principle, the investor must submit only the public deed and the signed form. However, the Registry might request all the documents submitted before. The signature must first be verified by the notary.
Procedure 7.
Verify signature at notary
Time to complete:
1 day, included in previous procedure
Cost to complete:
FCFA 231 (for one signature), already included in previous procedure
Name of Agency:
Comment:
Procedure 8.
Obtain copy of commercial registration (certidão de registro)
Time to complete:
2 days to one week
Cost to complete:
included in procedure 6
Name of Agency:
Comment:
Procedure 9.
Pay for publication in official gazette at the public service office
Time to complete:
1 day
Cost to complete:
between CFA 150,000 and 200,000
Name of Agency:
Comment:
Procedure 10.
Publish statutes in the official gazette (Bolhetim Official)
Time to complete:
1 month (up to one 1year), simultaneous with procedure 6
Cost to complete:
FCFA 15000
Name of Agency:
Comment:
To publish the statutes in the Official Gazette, the investor presents the public deed (obtained in Procedure 5) and the proof of payment (obtained in Procedure 9). Owing to a huge backlog, publication can take a long time. (Some companies are still pending publication requested before the war in 1998.) In practice, the company starts operating before actual publication, as long as the business license is issued (see next procedure).
Procedure 11.
Request the business license (alvará)
Time to complete:
2 weeks, simultaneous with procedure 10
Cost to complete:
Varies depending on the type of license. For a wholesaler the license cost is CFA 53,846 + CFA 10,385 for enrollment
Name of Agency:
Comment:
One needs to request a license to operate at the relevant ministry. If one wants to set up a manufacturing company, one will need to go to the ‘Direccao Geral de Industria’. The point of this procedure is so that the government can vet your business plan. This means that you need to submit a ‘feasability study’ that shows what line of business you will go into, how many people you plan to employ, after how long you will recoup your investment etc. At this stage, entreprepreneurs also ask for exonerations from certain taxes if they believe they should be eligible for tax breaks.

You will need to submit all the previous documents to show that you set up the business and addition: a copy of the company deed, 2 pictures of the president or main partner of the company, a copy of his ID (Bolletim de Identidade), and notarized signature. Most of all, one needs to submit the ‘feasability study’ here.
Procedure 12.
Obtain tax number for company at tax office (NIF)
Time to complete:
2 days, simultaneous to previous procedure
Cost to complete:
FCFA 38000
Name of Agency:
Comment:
Procedure 13.
Submit tax number to single window (Guiché Único)
Time to complete:
1 day, simultaneous to procedure 11
Cost to complete:
no charge
Name of Agency:
Comment:
Procedure 14.
Receive inspection from municipality
Time to complete:
1 day, simultaneous to procedure 11
Cost to complete:
FCFA 50000
Name of Agency:
Comment:
The inspection does not happen in practice,.
Procedure 15.
Unblock bank account
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The company provides the bank with the tax identification number and the proof of registration to obtain access to capital deposited at the bank.
Procedure 16.
Send workers’ contracts to social security and labor inspectorate agency
Time to complete:
1 day
Cost to complete:
no charge
Name of Agency:
Comment:
The social security agency checks the contracts and inform the company of any problem. The company can start operations while awaiting the response.