Businesses in The Gambia may be registered as a company, a sole proprietorship, a partnership, or other forms of business (namely co-operatives, subsidiaries of other companies). Investors wishing to seek Giepa assistance must first register their business ventures as legal entities operating in The Gambia.
Procedures For Registering A Company:
You are advised to find yourself a legal practitioner who will carry out the following:
Name search for company costs about £1-2
Notarisation of company statutes cost about £3
Payment of stamp duty and deposit of corporate tax with Commissioner of Income Tax.
Registration at the Commercial Registry in Banjul. Fees are incremental depending on the share capital of the company.
Get an operational license from either Kanifing Municipal Council or Banjul City Council.
Send copies of contracts of employment to the Department of Trade & Industry.
Register employees with the Social Security Corporation.
Business registration certificate:
The certificate of registration or a certified copy must be prominently exhibited in a conspicuous position at the principal place of business. A certificate is valid for a period of 12 months from the date issued and must be renewed at the end of such period.
Licenses and Permits:
There are various permits & licences required in establishing a business in The Gambia depending on the type of project. For instance, projects in the fisheries, tourism, Information Technology and mineral exploration require licenses to operate. However GIEPA serves as the link between the investor and the responsible institutions and the Agency provides all the necessary facilitation and support to secure the required approvals and licenses.
Environmental Clearance issued by the National Environment Agency (NEA) is required of all projects that could have a negative impact on the environment. There are guidelines set out by the NEA as per the Environment Act 1994.
Investors wishing to employ expatriates whose skills are not available in The Gambia are required to obtain Residence and Work permits for each expatriate staff. The process is very simply and completed application forms can be sent direct to the Department of State for Interior or to Giepa for processing.
| Company Law:
Company legislation is contained in the Companies Act, 1955. The Act provides for three types of companies:
A company limited by shares: The liabilities of its members are limited to the amount payable on the shares held by them;
A company limited by guarantee: The liabilities of the members are limited to such an amount as each may undertake to contribute to the assets of the company in the event of it being wound up;
An unlimited company: A company not having any limit to the liabilities of its members.
The company may be a private company or a public company. Under the company legislation a private company restricts the transfer of its shares, limits the number of its members to a maximum of 50, and prohibits any invitation to the public to subscribe to any shares or debentures of the company.
Memorandum & articles of association:
To incorporate a company the law requires the company to file the following documents with the Registrar of Companies:
Memorandum of association: Indicates the name of the company, its registered place of business, its objectives, whether it is a limited liability company, and the authorized share capital with the amount subscribed by each member;
Articles of association: Contain the company's organization and rules of operation.
A format for both the memorandum and articles of association is provided in the Act.
No restriction is placed on the minimum or maximum share capital of a company.
Private companies must have at least one director. In the case of public companies, a minimum of two directors should be appointed in accordance with the regulations contained in its articles. Most articles provide for the appointment of alternate directors and this is considered advisable particularly where there are non-resident directors. The names and nationalities of directors must appear on all relevant documents.
Every company must appoint a secretary who need not necessarily be an employee of the company. A sole director or an employee of a corporation who is a sole director cannot act as a secretary.
Under Gambian law, a company must keep statutory records including the following registers: members; directors and secretary; mortgages and debentures; directors' holdings; and minutes of directors' and members' meetings. Every company must also have a common seal.
A company may adopt any form of accounting system provided its records give a true and fair view of its state of affairs, explain its transactions and can be properly audited.
Every company must keep proper books with respect to: all sums of money received and expended; all sales and purchases of goods; assets and liabilities.
If the books are kept in the Gambia, such returns that disclose, with reasonable accuracy, the financial position of the business must be sent to the Registrar General for record keeping at least every six months.
Certificate of incorporation:
Every registered business must have a certificate of incorporation from the Registrar General, entitling the investor to operate a business entity in the Gambia.
Not more than 18 months after incorporation, and subsequently at least once in every calendar year (and not later than 15 months after the previous annual general meeting), the directors must present to the company in a general meeting: profit-and-loss accounts; balance sheet; directors' report; and auditor's report.
The accounts must be compiled up to a date not more than nine months earlier than the annual general meeting. Final accounts must be filed annually with the Registrar of Companies, attached to the annual returns and be open to inspection by the public.
The accounts must give a true and fair view of the state of affairs of the company as at the end of its financial year, and of the profit and loss for the year. Specific requirements with regard to the form and contents of the balance sheet and profit-and-loss account are contained in the eighth schedule of the Company's Act, 1955.
Where a Gambian company has one or more subsidiary companies, group accounts must be presented in the form of consolidated statements.
Every company must have an auditor, who must either be a member of a United Kingdom accounting body recognized by the Ministry of Finance and Economic Affairs or approved by the Minister, except for exempted private companies. In addition, the auditor must not be an officer or servant of the company or a partner or employee of such a person or a body corporate.
The directors may appoint the first auditor before the first annual meeting to hold office until the conclusion of the meeting. The auditor is then automatically reappointed at subsequent general meetings, unless the members decide otherwise or the auditor resigns or is not qualified to continue to act. An auditor's report attesting to the state of the company's finances and accounting procedures must be attached to every balance sheet presented before a general meeting.
Every company must have a registered office in the Gambia to which all communications and notices may be addressed.
Nominal statutory fees are payable upon incorporation.
The Companies Act also regulates such matters as prospectus, winding up and appointment of receivers. In addition to the annual return mentioned earlier, returns have to be submitted to the Registrar of Companies within stipulated periods on other matters including the following: changes in directors; allotment of shares; changes in the location of registered office; and registration of mortgage. Penalties are imposed for non-compliance with the Companies Act of The Gambia.