The legal structure, also known as a business power structure, will determine which income duty return form you have to file but more importantly, it determines how much duty you have to pay, and determines your threat exposure.
The forms of doing business in Guinea
The limited liability company is the most widely utilized corporate structure. Establishing a public limited company is another option for entrepreneurs looking to make significant investments in Guinea. Additionally, foreign businesses may establish representative offices or branch offices as permanent entities.
Commercial companies
The commercial companies honored by the commercial companies livery act are
limited liability companies in Guinea.
Public limited company (société anonyme)
Simplified common stock company(société par conduct simplifiée).
Non-registered company
Commercial companies (with the exception of non-registered companies) must be registered with the trade register (RCCM) which has an office in each member state in Guinea.
Limited liability company
The commercial companies livery act states that a limited liability organization is that in which the partners are liable for the business’s debts only to the extent of their separate contributions, and the partner’s rights are represented by the number of shares held by the partner in the firm. A limited liability organization can be established by a natural or a legal person, or between two or further natural or legal persons. The organization is managed by one or further natural persons (gérants) appointed in the articles of association or in a posterior instrument belonging to the enterprise.
Public limited company
The commercial companies uniform act states that a public limited organization is that in which the shareholders are liable for the organization’s debts to the extent of their contribution and shareholders’ rights are represented by the shares. The minimal share capital is set at 10 million CFA francs (roughly,249 Euros). The share’s nominal value is freely set in the article of association. Should the enterprise wish to make a capital call to the public, the minimum share capital in the enterprise must be 100 million CFA francs (490 Euros).
Unlike other forms of business structures, the shares in a public limited organization may not represent the partners’ contribution.
Non-registered company
The revised marketable companies uniform act states that partners may agree to not register an organization. The non-registered business (which can be a joint venture) has no legal personality and isn’t subject to enrollment with the RCCM. The revised marketable companies uniform act and articles related to partnerships.
The company created de facto and de facto company
The revised marketable companies uniform act states that an association is considered as a company created de facto when two or further persons or realities act as partners without having formed between themselves one of the companies honored by the revised marketable act. Should an association be honored as a company created de facto, the rules relating to partnerships) in the revised marketable companies uniform act are applicable to the association.
Branch
The commercial companies Act states that a branch is a marketable or artificial establishment or service belonging to a business or existent that acquires a certain autonomy of operation. A branch doesn’t have a distinct legal personality separate from the company or proprietor. It’s subject to the member state’s public laws. still, it must be registered with the trade register. Preliminarily, the Uniform Act relating to Companies said that branches possessed by nonnatives must be contributed to a regional business not later than 2 years after the branch was set up unless the trade minister ordered the disclaimer of this demand. Businesses were, therefore, allowed to gain, upon being granted the authorization by the applicable minister or the delegated executive authority, an indefinite extension of a similar disclaimer despite the significant regional exertion. Now, still, the duration of the said disclaimer will be limited to a 2-year period and penalties are handed in case of violation of the obligation.
