Official Legal and Regulatory Requirements for Business Registration in Mozambique
Official Legal and Regulatory Requirements for Business Registration in Mozambique (as of September 2025)
Mozambique's business registration process is streamlined through the One-Stop Shop (Balcão de Atendimento Único - BAU) and governed primarily by the Commercial Code (Código Comercial), approved by Decree-Law No. 1/2022 of May 25, which came into force in 2022 and partially repealed the previous Commercial Code (Decree-Law No. 2/2005 of December 27). This code regulates the formation, registration, and operation of commercial entities, defining acts of commerce, company types, and obligations for registration to ensure validity against third parties. Complementary laws include the Private Investment Law (Law No. 8/2023 of June 9), which facilitates foreign direct investment (FDI) and outlines incentives, and the Legal Entities Registry Regulations (Decree-Law No. 1/2024 of March 8), which introduced beneficial ownership registration requirements. The process is overseen by the Agency for the Promotion of Investment and Exports (APIEX) under the Ministry of Industry and Commerce, with registration handled at Commercial Registry Offices (Conservatórias do Registo Comercial) or via the Electronic One-Stop Shop (E-BAU).
As of September 2025, no major regulatory changes to the core registration process have been enacted since the 2024 registry updates, though ongoing reforms (e.g., judicial and labor law revisions) may impact operations. The World Bank's last Doing Business assessment (pre-2020) ranked Mozambique 138/190 for ease of starting a business, with an average of 17 days and 7 procedures, but APIEX reports faster timelines (10-30 days) via digital tools. Foreigners can own 100% of most entities without a local partner, except in restricted sectors like mining or fishing.
Key Legal Framework
Commercial Code (Decree-Law No. 1/2022):
- Defines commercial acts (Article 2: activities by entrepreneurs for profit, including sales, agency, and transport).
- Regulates company types and incorporation (Articles 90-476 in the old code, now updated; focuses on limited liability companies - LDAs - and public limited companies - SAs).
- Requires registration for legal effect (e.g., authorization acts must be registered to bind third parties).
- Introduces beneficial ownership disclosure (aligned with anti-money laundering laws; must register ultimate owners holding >25% shares or control).
- Eliminates outdated forms like limited partnerships; emphasizes simplified joint-stock companies for SMEs.
- Investment Law (Law No. 8/2023): Mandates APIEX registration for projects over MZN 2.7 million (~$42,000) to access incentives like tax holidays (5-10 years in priority sectors).
Other Regulations:
- Decree No. 22/2014: Sets licensing fees based on the civil service minimum wage (MZN 6,780/month as of 2025).
- Decree No. 34/2013: Governs commercial activity licenses (Alvará).
- Environmental Law (Decree No. 54/2015): Requires impact assessments for certain businesses.
- Labor Law (Law No. 13/2023): Post-registration, mandates local hiring quotas (e.g., 5-10% foreigners max).
- All documents must be in Portuguese; English translations are unofficial.
Eligible Business Entities
Under the Commercial Code, common forms for registration include:
- Public Limited Company (Sociedade Anónima - SA): For larger ventures; minimum 5 shareholders, capital MZN 1 million (~$15,600), shares tradable.
- Sole Proprietorship (Empresário em Nome Individual): For individuals; full personal liability.
- Branch/Representative Office: For foreigners; no separate legal personality, parent liable; requires Ministry approval.
- Simplified Joint-Stock Company: For startups; flexible capital.
- Prohibited: Full foreign ownership in defense, security, or certain natural resources without special approval.
Step-by-Step Registration Process
The process typically involves 5-7 procedures, taking 10-30 days (faster via E-BAU). It can be done at BAU offices in Maputo or provinces, or online for eligible steps.
Name Reservation (1-2 days):
Apply at the Commercial Registry (Conservatória) for a "certidão negativa" confirming uniqueness.
Cost: MZN 500 (~$7.50).
Legal Basis: Commercial Code, Article on company denomination.
Draft and Notarize Articles of Association (Estatutos) (2-5 days):
Outline purpose, capital, shareholders, management (e.g., board), and address.
Execute via public deed (notary) or private document (signed by all, notarized later).
For foreigners: Power of attorney for a local representative.
Deposit capital in a Mozambican bank (e.g., Millennium BIM); obtain proof.
Cost: Notary fees ~MZN 5,000-10,000 (~$75-150).
Company Incorporation and Provisional Registration (3-7 days):
Submit deed to Commercial Registry for provisional entry.
Publish summary of statutes in the Boletim da República (Official Gazette).
Cost: Publication ~MZN 2,000 (~$30).
Final Registration at Commercial Registry (5-10 days):
Submit full documents to BAU or Conservatória for definitive registration.
Obtain Commercial Registration Certificate.
Legal Basis: Commercial Code requires this for third-party effects; Decree-Law No. 1/2024 mandates beneficial ownership filing here.
Tax Registration (NUIT) (1-3 days):
Register with Autoridade Tributária (Tax Authority) for Taxpayer Identification Number (NUIT).
Automatic for VAT (17%) if turnover >MZN 1 million/year.
Cost: Free.
Obtain Business License (Alvará) (5-15 days):
Apply via BAU to Ministry of Industry and Commerce (or sector ministry, e.g., Energy for renewables).
Simplified for micro/SMEs (indefinite validity, low impact).
Includes inspections for health/safety.
Cost: MZN 3,000-20,000 (~$45-300), based on size/sector.
Additional Post-Registration Steps (Variable):
- For FDI: Submit to APIEX (free) and Bank of Mozambique for currency transfers.
- Sectoral permits (e.g., environmental EIA via MITADER).
- Declare business commencement to Tax Authority.
For branches: Additional Ministry of Industry approval (Decree on foreign reps); 30-60 days.
Required Documents
Application form (standardized via BAU).
Certified IDs/passports of founders/shareholders (DIRE/residence permit for foreigners).
Name reservation certificate.
Draft/notarized Articles of Association.
Bank certificate of capital deposit.
Proof of address (lease/utility bill).
Power of attorney (if applicable).
Beneficial ownership declaration (names, % ownership, control details).
For investments: Feasibility study, equipment list for duty exemptions.
All must be originals or certified copies; apostilled for foreign docs.
Costs and Timeline
Total Estimated Cost: MZN 10,000-50,000 (~$150-750) for a basic LDA, excluding legal fees (~MZN 20,000-50,000 for lawyers) or sectoral licenses (e.g., MZN 150,000+ for agriculture).
Fees Breakdown (per Decree No. 22/2014, adjusted to 2025 minimum wage):
Name reservation: MZN 500.
Notary/registration: MZN 5,000-15,000.
License: 1-2x minimum wage (MZN 6,780-13,560).
Publication: MZN 2,000.
Timeline: 10-30 days overall; delays common in provinces due to bureaucracy. E-BAU reduces to 7-15 days.
No minimum capital enforced, but proof of financial capacity required for licenses.
Challenges and Tips
Bureaucracy: Use APIEX for free guidance; hire local lawyers (e.g., via CGA or MDR Advogados) to navigate Portuguese requirements.
Foreigners: Need business visa (on arrival for many nationalities); work permits via Ministry of Labor post-registration.
Compliance: Annual renewals for licenses; failure to register beneficial owners incurs fines (up to MZN 500,000).
Incentives: APIEX offers expedited processing for priority sectors (e.g., gas, renewables) under Law 8/2023.
Updates for 2025: No new decrees altering registration; focus on digitalization via E-BAU and post-cyclone recovery funds. Monitor APIEX for inflation-adjusted fees.