How to register a company in Mozambique, step by step

Por: Pedro Ferreira - October 6, 2021

How to register a company in Mozambique, step by step

There are several ways to proceed to register a company in Mozambique, however, all of them require some form of registration. The level of registration and legal liability, in general, depends on factors such as the size of the business, whether small, medium or large companies, and the number of owners or legal shareholders. Although registering a company in Mozambique may seem complicated in some ways, a set of reforms is underway aimed at simplifying several steps and speeding up processes, providing greater accessibility for all entrepreneurs who wish to start a company. Alongside these changes, new rules for hiring labor are being introduced, through the Labor Law, and centers for arbitration of labor disputes are being created.

Why is it important to register a business?

Starting a business in Mozambique has been a popular choice, especially among young entrepreneurs, whether for those who work full time and want to escape the corporate world, or for start-up entrepreneurs looking to establish themselves and thrive independently. Therefore, one of the reasons why it becomes necessary to register a company in Mozambique is that the entity must become legally recognized, to ensure that it is complying with its legal duties and it is paying its taxes in the right amount and in the correct time frame. Other forms of license registration may be required depending on the size of the business, or should be considered as the business grows.

What type of companies need registration?

Any new company in the Mozambican market must be registered, although the process may vary depending on the type of business, as introduced above. Below, we'll explain the capabilities and responsibilities of different business structures, remembering that this information is for guidance and facilitation purposes only; consultation with a specialist or government agency may be necessary to meet your specific needs.

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Necessary steps for business registration in Mozambique

1. NAME RESERVATION

Name reservations are made at the Conservatória do Registo de Pessoas Jurídicas (Legal Entities Registry) or at Balcão de Atendimeno Único (One Stop Shops). The partners or sole proprietor must present the company, its activity and the sector in which it will operate, and inform the value of the investment, so that the name reservation can be made. The name of the company must be chosen in advance and checked at the Commercial Registry Office to determine whether the name in question or a very similar one does not exist. The name will always be followed by an indication of the legal form of the company. For example In the case of limited the abbreviation used is “Lda”.

2. DRAFTING OF STATUTES

With the help of an advisor, a social contract will be drawn up where the object of the company will be established (the line of business that the company intends to pursue);

The same social pact will contain the names of the partners or the partner, with the respective share capital, initial investment money for the company to start up, distributed in shares if there are more than one partner or single share if it is only one partner; the company's address and the various intentions of future partners towards the company will be part of the same social pact. It will also show the type of partnership that the partners would like to form.

3. OPENING A BANK ACCOUNT

One of the phases of company registration in Mozambique is the opening of a bank account for the purpose of depositing the share capital. For this, it is necessary to present a certified copy of the certificate of reservation of the company name, the draft of the company statutes and a certified copy of the identification documents of the shareholders. When opening a bank account in one of the existing financial institutions in the market in the name of the future company, it is important to define the number of authorized signatures that can oblige the company to handle checks and transfers.

4. FINAL CERTIFICATE

After the social pact is made and the bank deposit has been made, this documentation must be submitted to the legal entities where the wishes of the partners will be registered by the competent entity, accompanying the documentation in the city with certified copies of the identifications of the partners or the partner. After this submission, definitive commercial certificates will be issued upon payment of a fee which is calculated as a percentage of the share capital. The company is then incorporated and definitively registered for commercial purposes.

5. TAX REGISTRATION AND OBTAINING THE NUIT

Once the company is legally registered and the publication of the statutes in the Official Gazette, made by the Conservatory, the company must have a tax register and obtain the respective Tax Identification Number (NUIT).

6. PUBLICATION IN THE BULLETIN OF THE REPUBLIC

After the issuance of the definitive certificate, the statutes must be published in BR so that the company's existence becomes public domain. This action is only possible upon payment of a fee that varies, it dependying on the number of bills held by the social pact.

7. ISSUE OF PERMIT

In order to obtain the commercial license, the company must first have completed the above incorporation process. The request for the issuance of a license is addressed to the Provincial Governor and submitted to the relevant Provincial Directorate of Industry and Commerce. The application must contain the Company name, Address of the registered office, Type of commercial activity to be carried out in accordance with the Classification of Economic Activities (CAE) .

For specific cases, especially for companies with commercial points such as stores, bakeries, grocery stores and restaurants, licenses must be requested from the municipal council; Obtaining the license is made upon payment of a fee that varies according to the lines of business.

8. START OF ACTIVITY

After obtaining all the documentation mentioned above, go to the Bairro Fiscal (Tax Authority Representation) of the area where the company is located to fill in the appropriate forms and attach the company's existing documentation in order to start its activity by the Tax Authority .

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Can you register a company in Mozambique as a foreigner?

Generally, Mozambique does not impose any restrictions on foreigners wishing to invest in the country.

Registration Options

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

Foreign companies operating in Mozambique can function as branches without the need for incorporation. However, it is generally advisable to incorporate a company in the country rather than running a foreign branch given the numerous disadvantages associated with having a branch.

Fees to pay to register a company in Mozambique

For acts carried out in the commercial registry services, emoluments and fees are charged, except in cases where the law expressly exempts them from payment.

• Clearance Certificate: 76.00 MTn.

• For notarial acts and registration of companies up to the value of 5 million MTn, a fee of two per thousand will be charged for each registration and registration. The excess amount will be subject to a rate of 0.1 per thousand.

• For notarial acts and corporate registration above the value of 5 million MTn, 0.1 per thousand.

Legal deadlines

• Clearance Certificate: 2 to 3 days;

• Obtaining the notarial deed certificate: 4 to 5 days;

• Publication in the Boletim da República: up to 90 days;

• Final registration: 7 days.

NB: As we mentioned at the beginning, the steps for registering a company in Mozambique may vary from company to company but in general these are the legal procedures required in the country. We do however note that this information is for guidance and facilitation purposes only; however, consultation with a specialist or government entity must be made to meet your specific needs.

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