The republic is one of the best places in Central Africa to invest and do business, with its numerous raw materials, cheap and affordable human labor, et cetera. The Chamber of Commerce regulates business structures and other commerce-related activities in the country. While a Limited Liability Company is a popular entity formed by small business owners, persons with larger investments are advised to choose a public limited company. Whereas foreign corporations who intend to establish permanent entities within the territory can go for either a branch or representative office.
Whether you are an ex-pat or a citizen interested in setting up a business here, this guide provides information on the forms of structures allowed to be incorporated in the nation.
Types of business structures
The Chamber of Commerce along with the commercial Act has stipulated that for a company to operate in the republic, it has to be duly registered with the Trade Office, and ensure it complies with all regulations of the state. Generally, four kinds of structures are recognized namely limited liability company, public limited company, Branch office, and Representative office.
Limited Liability Company (Société À Responsabilité Limitée – SARL) (Ltd)
An excellent choice for small-sized businesses with little investments. Although it is the most preferred entity within the nation, it requires that at least one citizen, resident, or corporate body forms it. With a minimum share capital of $1,800, it has to be overseen by only one director who can be a national from any country and has at least one shareholder, who can have any nationality or resides anywhere in the world.
Requirement
Must appoint a statutory auditor if it has:
- A minimum share capital above $18,000
- An annual turnover that exceeds $45,000
- Hired above 50 permanent employees
Public Limited Company (Société Anonyme) (SA)
Highly recommended to persons intending to do business here with large investments. It has unlimited liability and allows the sale of shares in the company. With a minimum share capital of at least $18,000 at incorporation, its activities must be overseen by at least one director who can be from any country. At least one shareholder may be from any nationality and does not have to live within. It takes no less than 20 weeks to set up this company. PLC can hold equities in other domestic companies, export or import products and purchase landed properties.
Requirement
Must appoint a statutory auditor if it has:
- A minimum share capital above $110,000
- At least 50 permanent workers
Branch Office (Succursale)
The Companies Law permits foreign corporations looking to set up permanent entities and conduct business here, to establish this type of structure. However, it is not considered distinct from the parent company abroad, thus all operations and business conduct must be supervised by a director from the parent company. The law requires that at least one director be a republican. The office must have a business permit, and tax registration certificate, and be prepared to file annual tax returns. It takes at least 20 weeks to process its incorporation.
Representative office (Bureau de representation)
Regulated by the Chamber of Commerce, foreign companies are allowed to set up a representative office here in compliance with the Commercial Act. It may be an entity, but its activities are limited to only promoting the business, marketing products and services, and conducting a market survey for the parent corporation. A representative office is not considered a business structure, thus it has to appoint a representative (manager) who is a resident and citizen of the nation. It cannot own a property in its name, hold equity in other companies, or import and export products. The processing time of incorporation is roughly 18 weeks. No annual tax returns are filed and acquiring of business permits.
