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Incorporation

Setting up a company in Mozambique

When setting up a company you may want to consider these factors:

  1. Business Factors

    Generally, Mozambique does not impose any restrictions on foreigners wishing to invest in the country. In deciding on whether to invest in Mozambique, you may also want to consider the following when making your decision :-

    • The industry and type of business that will be conducted
    • Nationality of the headquarters / individuals (s)
    • Presence of existing trade agreements or relationships
  2. Location

    Location will be another factor. Separate cities and regions may have different rules, costs and availability. It is always recommended to seek advice from relevant professionals, such as business or legal advisors, accountants and others depending on your need.

Your Options

There are two types of business forms available to foreign companies in Mozambique. Each of these business forms has distinct advantages and disadvantages, as well as differing scope of business activities, registration requirements and minimum capital requirements. In most cases it will depend on the degree of commitment a company has to Mozambique and the planned business activity.

When setting up a company in Mozambique, you have the following options:-

  • Corporation
  • Branch Office

This article provides a general guideline for foreign businesses on entering Mozambique for business purposes. In particular, it looks at common pathways to establishing a business presence in Mozambique, generally through a corporation or branch office. In addition, various economic, tax and regulatory factors are provided throughout as a source of useful information to assist those who will enter the Mozambican economy. The guide also looks at some immigration requirements such as obtaining appropriate visa status.

Data is based on the time of writing, November 2015 or closest available dates.

Corporation

In Mozambique, there are two main types of corporations (registered companies) that can be set up:

  • Private limited company
  • Public limited company
  • Capital and industry companies

However in practice, only private and public limited corporations are widely used.

1.Private limited company (sociedades por quotas)

Investment capital requirements 

No minimum capital requirements. However, there must be a minimum of two shareholders, up to a maximum of thirty.

The only exception to this is the single person quota company (Sociedade Unipessoal por Quotas) which may be set up by a single quota holder who must be a private individual.

The share capital is divided into participations called “quotas”, whose par value is expressed in local currency. Quotas are always nominative (that is, the identity of their holders must expressly be stated in specific corporate documents such as the articles of association, company registration, etc.).

Transfers of quotas inter vivos requires the drafting of a written document signed by the parties and must be communicated in writing to the company and registered at the Commercial Registry Office (Conservatória do Registo das Entidades Legais).

Quota holder liability is limited to the value to which each of them has subscribed.

Management

The company is managed by a minimum of one or more directors.

The management structure of the quota company comprises the general meeting (deliberative body) and board of directors (management body). Supervisory boards are optional.

Accounting / auditing requirements

Private companies do not automatically need to be audited.

2.Public limited company (Sociedade Anónima)

Investment capital requirements

There are no minimum capital requirements, however the entire share capital must be fully subscribed and 25% of the capital must be paid up at the time of incorporation.

SAs must be incorporated with a minimum of three shareholders, who may be natural or corporate persons, nationals or foreigners. Where the State is a shareholder whether directly or indirectly, the SA may be formed with the State as the sole shareholder.

Share capital is represented by nominative or bearer shares and the nominative shares may be book-entry or registered. There are few restrictions on transfers, with transfers effected through the simple delivery of the certificates to the transferee; in the case of registered nominative shares, the transfer takes effect by means of a declaration of assignment in the nominative share register book or in any instrument that may replace it; in the case of nominative dematerialised shares, the transfer takes place by the depositary bank recording the transaction in its books or records to the debit of the transferor’s share account and to the credit of the transferee’s share account.

Management

The governance structure of the SA includes the general meeting (deliberative), board of directors (management body) and supervisory board or statutory auditor (supervisory body).

If the share capital of the company does not exceed MZN 500 000, the company may appoint a sole director.

Supervision is done by an audit committee with 3 or 5 members or by a sole auditor that must be a registered auditor or audit company.

Accounting / auditing requirements

SAs are required by law to be audited.

3.Capital and industry company

Investment capital requirements

No minimum capital requirements.

There are two types of shareholders for such companies:

  • Shareholders who contribute to the constitution of the share capital with cash, credits or other material goods and limit their liability to the value of the contribution that they paid up (capitalist shareholders); and
  • shareholders who do not contribute to the share capital. However, they participate in the management and operation of the company but are exempt from any liability for the company’s debts (industry shareholders).

Management

Industry shareholders may have a seat on the management only if they post a bond, which is stipulated in advance in the articles of association, and the amount of which equals the amount of the share capital subscribed by the capitalist shareholders, unless otherwise provided by the articles of association.

Steps for Incorporation

When deciding to set up in Mozambique, it is preferable to use a local firm or agent to represent the company and manage the administrative process. Given incorporation is a lengthy and bureaucratic process, it is advisable to get help from an agent with a good understanding and connections within the public offices and various administrations.

Step 1: Obtain certification of uniqueness name (certidão de reserva de nome) at the Conservatória do Registo das Entidades Legais (Legal Entities Registrar)

Firstly, the entrepreneur needs to obtain approval of the name of the company and company type to be adopted.

Agency: Legal Entities Registrar of Maputo

Time: 1 day

Cost: MZN 75

Step 2: Sign the Articles of Association before the notary

The company’s Articles of Association must be signed by all partners before a notary public. This can be done at the notary, the one-stop-shop and the public registry (Conservatoria do Registo das Entidades Legais).

Agency: Balcão de Atendimento Único

Step 3: Open a provisional bank account and pay registration fees

Agency: Bank

Step 4: Register with the Legal Entities Registrar of Maputo (Conservatória do Registo das Entidades Legais); request a commercial registry certificate; publish company statutes in the official gazette (Bolhetim da República)

The entrepreneur is required to register with the Legal Entities Registrar, execute the deed of incorporation and request a commercial registry certificate. Once registration is completed, the Commercial Registrar coordinates the publication of the company statutes in the Official Gazette.

Agency: Balcão de Atendimento Único

Time: Publication time ranges from 3 days to 1 week.

Cost: The registration fees vary according to share capital: amounts up to MZN 5 million are taxable at a .2% rate, and amounts over MZN 5 million are taxable at a .1% rate.

Publication consists of a fixed fee of MZN 900 per 25 page, with every subsequent line charged MZN 36.

Step 5: Register for taxes and obtain NUIT from Repartição de Finanças

The company needs to register at the tax department (Repartição de Finanças) and obtain a single tax identification number (Número Único de Identi cação Fiscal – NUIT).

Agency: Repartição de Finanças

Time: 2 -5 days

Cost: No charge

Step 6: Apply for a simplified operating license at the One-Stop-Shop of Maputo

In the places, where the one-stop- Balcão de Atendimento Ùnico (BAUs) is not available, the simplified license can be issued at the Municipality or District Administration offices.

The steps for obtaining a license are:

  • Fill in the license application form along with the following documents:
 A copy of a valid Identification Document or Passport or Driving License or Professional Registration Card or Voter Registration Card (for Mozambican citizens). A copy of the DIRE or temporary residence permit, with a validity of at least 6 months (for foreign citizens); A legal entity registration certificate or copy of the publication of the articles of association in the Government Gazette (Boletim da República) and proof of the quality of the applicant, for legal persons; Copy of the proof of issuance of the NUIT (Unique Tax Identification Number). The application must also include a plan and detailed description of the property where the company will carry on business, as well as the respective tenancy agreement and/or assignment of the space that gives the right to occupation or the registration ownership;
  • The application will be reviewed by the relevant authority, following which the license fee is paid and the license issued. The current license cost is 50% of the minimum wage for the public sector, which is updated every April and effective from June onwards.

Agency: Balcão de Atendimento Único

Time: 1 day

Cost: MZN 1,501

Step 7: Declare the beginning of activity at the tax department (Repartição de Finanças)

The company must submit a notification of the beginning of business activity 15 days before commencement of business operations for income tax and VAT purposes. This notification must be submitted to the tax department of the appropriate fiscal district the form Modelo 6. In addition, this process requires the filing of Modelo 5 (in triplicate) and an authenticated copy of the operating license. The company is assigned unique taxpayer number (número único de identificação tributária) in 15 days, and an individual file for all taxes is opened.

Agency: Repartição de Finanças

Time: 7 days

Cost: No charge

Step 8: Declare the beginning of activity and register job candidates at the provincial employment center

To register employees at the provincial employment center, the employer must request work cards within 30 days of the start of employment agreements, submit a schedule of work hours, and declare the employment of national workers in 30 days of the start of their respective employment agreement.

An employer with more than 10 employees must open a file (processo individual) and prepare four copies of a specific form for each worker, listing the name, position, skills, sex, date of birth, identity card number, date of entry, date of last promotion, wage or salary, and number of hours worked each month. These four copies are presented to the Employment Center, which after stamping them keeps three copies and returns one to the employer for public posting. This chart must be updated and approved annually by the Ministry of Labor. Together with this form, the employer must submit the company’s annual holiday’s plan (plano de férias) and each employee’s work card (MZN 5,000 each), which includes identity information and the employee’s signature. Upon stamping, the Employment Center returns them to the company, which distributes them to each worker as an employee identification card.

Agency: Provincial Directorate of Labor

Time: Between 1-2 days

Cist: Each copy of the chart costs 5 MZNs, assuming 10 workers

Step 9: Register workers with the social security system

The employer must register the company within 15 days of the start of business activity and register employees within 30 days of the start of their employment agreements. A special form (boletim de identificação de beneficiaries) must be filled out for each employee and submitted to the Instituto Nacional de Segurança Social within 15 days of signing the labor contract, accompanied by an authenticated copy of that employee’s identity card, an authenticated copy of the operational license, and the company’s número único de identificação tributária (nuit). A special form (ficha da empresa) must be filed for each company.

Agency: Balcão de Atendimento Único

Time: 1 day

Cost: No charge

Step 10: Subscribe a workmen’s compensation insurance coverage

By Law, companies have to provide their workers with life insurance for risks not covered by social security system.

Agency: Insurance company

Time: 1 day

Cost: No charge

Branch office

Foreign corporations operating in Mozambique can operate as a branch office without the need to incorporate. However, it is generally advisable to incorporate rather than set up a branch office in Mozambique, given the numerous drawbacks associated with having a branch office.

Branches are usually set up to execute a specific project. Accordingly, the branch’s permitted activities is limited to the activities permitted under its operating license. The license is valid for 3 years, making branches only suitable for short-term ventures.

A branch is deemed to be a permanent establishment of the company. As such, it does not have legal autonomy and is considered to be a part of the parent company.

To set up a branch or any other form of commercial representation, applications must be made to the Ministério da Indústria e do Comércio for the licencing of their branches, subsidiaries, delegations, agencies or other forms of representation that are legally established in Mozambique.

Outsourcing Employment Through a GEO Employer of Record Service

Whether to incorporate in Mozambique, and what sort of entity to setup are just two of the many choices companies must make when expanding into a new market.

If the company intends to have staff in Mozambique, they must also decide whether they will administer that employment internally or use a Global Employment Organisation to handle payroll and employment responsibilities. A GEO Employer of Record solution is an attractive alternative where

  • the company is looking to setup an office quickly
  • the company wants to work within a defined budget
  • the company wants to limit its initial commitment in Mozambique
  • the company needs help with tax, employment, immigration and payroll compliance in Mozambique

The complexity of employment regulations in Mozambique makes the use of a GEO advisable coupled with local legal counsel to ensure full compliance with employment laws, for example the drafting of local contracts for workers.

Shield GEO provides a comprehensive service in Mozambique allowing companies to deploy their staff quickly with reasonable, clearly stated costs and timeframes. The company contracts directly with Shield to employ and payroll their staff on their behalf in Mozambique.

Shield GEO then becomes the Employer of Record. Shield GEO assumes the legal responsibility for these employees, sponsoring them on work permits, complying with local employment law and running their monthly payroll. Using Shield GEO is the fastest and most cost effective way to deploy local and foreign workers into Mozambique. Read more about outsourced employment through Shield GEO.

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