How To Start A Business in Guinea-Bassau

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in Guinea-Bissau. It examines the procedures, time and cost involved in launching a commercial or industrial firm with between 10 and 50 employees and start-up capital of 10 times the economy's per-capita gross national income.

This information was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 189 economies. The most recent round of data collection was completed in June 2015.

starting a business, or company, in Guinea-Bissau takes approximately 213 days as compared to about 46 days for the Sub-Saharan Africa region. This piece outlines the general technical procedures for starting a company in Guinea-Bissau, according to the database by the World Bank. It includes details and requirements to be in good standing with all relevant agencies beyond the company registrar like social security agencies.

Use this as a guide while you complete the process and consult with agents carrying out work on your behalf.  Additional notes may be found here.

Technical Procedures

The steps involved in registering a company [Sociedade por Quotas de Responsabilidade Limitada (LDA)] in Guinea-Bissau are:

  1. Search for a company name and reserve the proposed name (certidão negativa de denominação social).
  2. Verify signature at notary.
  3. Open a bank account and deposit the minimum capital.
  4. Submit company statutes to obtain the public deed.
  5. Obtain copy of public deed (certidão de escritura notarial).
  6. Register the company at Commercial Registry (matricula).
  7. Verify signature at notary.
  8. Obtain copy of commercial registration (certidão de registro).
  9. Pay for publication in official gazette at the public service office.
  10. Publish statutes in the official gazette (Bolhetim Official).
  11. Request the business license (alvará).
  12. Obtain tax number for company at tax office (NIF).
  13. Submit tax number to single window (Guiché Único).
  14. Receive inspection from municipality.
  15. Unblock bank account.
  16. Send workers’ contracts to social security and labor inspectorate agency.
No.ProcedureTime to CompleteAssociated Costs
 1Search for a company name and reserve the proposed name (certidão negativa de denominação social)
Agency: Ministry of Justice/CFE

An electronic database has been established and company founders may conduct a search at the CFE. The database contains information on companies established since 1974.
1 day included in Procedure 6
 2Open a bank account and deposit the minimum capital
Agency: Bank

For a limited liability company, the minimum capital must be fully paid up front. The deposit receipt serves as proof of the minimum capital. In order to open the bank account you need to take a copy of notarized copy of the “certidão negativa de denominação social” with the signatures of the partners of the company.

The entrepreneur must obtain the receipt of the deposit. If the entrepreneur does not want to go to the bank, he can pay the amount to the registrar (conservador) at the CFE, who will later on deposit the amount at the bank on behalf of the entrepreneur – a form needs to be filled out for that purpose though.
1 day no charge
 3Submit company statutes to obtain the public deed (Escritura Pública) at CFE
Agency: Ministry of Justice/CFE

The entrepreneur must submit the company statutes, the proof of bank deposit and of name reservation, and copies of partners’ identity documents. The CFE one-stop shop now offers standard statutes that entrepreneurs may use. If the entrepreneur does not want to use the standard statutes, a printout and memory stick or electronic version of the statute must be submitted by email. The notary will revise it and issue the public deed. He will also notarize the signatures.
1 day included in Procedure 6
 4Register company and obtain registration certificate (Certidao de Matricula) from the registrar at CFE
Agency: Ministry of Justice/CFE

Once the public deed is ready, the company registration certificate (certidão de matrícula) is issued. The registration certificate is internally sent to the publication unit at the CFE. On a monthly basis, publications are made in hard copy on the Journal of the registry (Boletim).

Non-risky commercial companies are no longer required to obtain an operational license (alvará) to commence operations: a simple notification form is sufficient. The form has to be signed by the Director General of the Chamber of Commerce.
1 day included in Procedure 6
 5Obtain tax number (NIF) from tax office representative at CFE
Agency: DGCI/CFE

The tax office representative at the CFE has a list of pre-approved tax identification numbers (NIF) to assign to newly registered companies. They are issued immediately.

The NIF is a unique tax ID number which is used for payment of all taxes.
1 day no charge
 6Pay fees at cashier located at CFE
Agency: Cashier/CFE

Payments are completed at the cashier located at the CFE.

Fees are the following:
XOF 7,098 for name certificate (Certidao Negativa) + XOF 21,780 for public deed (Escritura Publica) + XOF 3,867 for notary certificate (Certidao Notarial) + XOF 47,212 for registration certificate (Certidao de Matricula) + XOF 35,000 for publication (Publicaçao) + XOF 10,000 for Declaration of Activities to Municipal Chamber of Commerce
1 day see procedure details
 7Unblock bank account
Agency: Bank

The company provides the bank with the tax identification number and the proof of registration to obtain access to capital deposited at the bank.
1 day no charge
 8Register as an employer with the Ministry of Labor
Agency: Public Service Office

Registration as an employer with the Ministry of Labor can be done at the Public Service Office.
1 day no charge
 9Register as an employer with Social Security (Instituto National de Providencia Social)
Agency: Instituto National de Providencia Social

All new businesses must register as an employer for Social Security at the Instituto National de Providencia Social.
1 day no charge