Procedures for Company Incorporation and Registration in Mozambique

As an investor eyeing opportunities in Mozambique's growing economy—driven by sectors like natural gas, agriculture, and tourism—understanding the company incorporation process is crucial. Mozambique has made strides in simplifying business setup to attract foreign investment, with reforms aimed at reducing timelines and bureaucracy. 

The process remains straightforward, typically taking a few weeks to a couple of months, depending on the complexity and location. This page outlines the key procedures based on current practices, drawing from official guidelines and recent updates. Note that while the steps are general, consulting local legal experts or using one-stop shops like the Balcão de Atendimento Único (BAU) is recommended for tailored advice.

Common Types of Companies in Mozambique

Before diving into the steps, it's worth noting the most popular business structures for investors:

• Limited Liability Company (Sociedade por Quotas de Responsabilidade Limitada - Lda): The go-to option for most startups and foreign investors. It requires at least one shareholder and one director (who can be the same person), with liability limited to the invested capital. No minimum share capital is required as of recent reforms, making it accessible.
• Public Limited Company (Sociedade Anónima - SA): Suitable for larger enterprises, requiring at least three shareholders and a higher level of governance.
• Branches of Foreign Companies: Allowed without full incorporation, but incorporating a local subsidiary is often preferred for tax and operational benefits.

Foreign investors face no major restrictions, and 100% foreign ownership is permitted in most sectors.

Step-by-Step Procedures for Incorporation and Registration

The process is overseen by the Legal Entities Registry Office (Conservatória do Registo das Entidades Legais - CREL), with options for one-stop processing at BAU locations in major cities like Maputo. Here's a breakdown:

1. Approval of the Company Name

Start by reserving a unique name to avoid conflicts. Submit a request to CREL or a BAU office, providing details like the proposed name, business activity, and investment value. The name must indicate the legal form (e.g., "Lda") and not resemble existing companies.

• Requirements: Identification documents of founders (passport for foreigners, ID for locals).
• Timeline: 1-7 days.
• Cost: Minimal fees, around 500-1,000 MZN (Mozambican Meticais, approximately $8-16 USD).

Once approved, you'll receive a certificate reserving the name for 90 days.

2. Drafting and Signing the Act of Incorporation

Prepare the Articles of Association (estatutos), which outline the company's structure. This can be a private document signed by shareholders, with signatures notarized in person. For contributions involving real estate, a public deed is required.

Key elements to include:

• Full identification of founders (names, addresses, nationalities).
• Company purpose, headquarters, and share capital.
• Governance structure (e.g., board members, decision-making rules).
• Quota or share distribution.

Contractual freedom allows customization beyond mandatory Commercial Code clauses.

• Requirements: Notarization by a public notary; involvement of a lawyer or advisor is advisable.
• Timeline: 3-7 days for drafting and signing.
• Cost: Notary fees based on capital (e.g., 0.2% of share capital, plus stamp duties).

3. Deposit of Share Capital

Open a provisional bank account in the company's name and deposit the share capital. No minimum is required, but the amount should align with business needs. The bank issues a proof of deposit.

• Requirements: Name reservation certificate, draft articles, and founder IDs.
• Timeline: 1-3 days.
• Cost: Bank account opening fees (variable, often low).

Funds can be withdrawn post-incorporation upon presenting registration documents.

4. Official Registration

Submit the signed articles, name certificate, and deposit proof to CREL for registration. You'll receive a definitive certificate detailing the company's essentials (name, capital, directors, etc.).

• Requirements: All prior documents; provisional registration is possible if awaiting publication.
• Timeline: 7-14 days for definitive registration.
• Cost: Registration fees as a percentage of capital (e.g., 0.2-0.5%), plus stamp tax.

CREL handles sending the articles for publication.

5. Publication in the Official Gazette

The articles must be published in the Boletim da República (BR) for public notice. This is mandatory and handled automatically by CREL after registration.

• Requirements: No additional action needed from the applicant.
• Timeline: Up to 90 days, though often faster (1-3 months).
• Cost: Publication fees based on document length (e.g., variable, starting from a few thousand MZN).

Post-Registration Formalities

Once registered, complete these to commence operations:

6. Tax Registration

Obtain a Unique Tax Identification Number (NUIT) from the Tax Authority (Autoridade Tributária de Moçambique). Declare the start of activity at the local tax office.

• Requirements: Registration certificate, BR publication, and founder details.
• Timeline: 1-5 days.
• Cost: Free or nominal.

7. Activity Licensing

Apply for a commercial, industrial, or sector-specific license via the Ministry of Industry and Commerce (or relevant ministry) or BAU. For example, commercial activities need approval from the Provincial Directorate.

• Requirements: NUIT, registration docs, and activity description per the Classification of Economic Activities (CAE).
• Timeline: 2-12 days via BAU.
• Cost: Varies by scale (e.g., simplified license: ~1,600 MZN; industrial: 8,000-24,000 MZN).

8. Social Security and Labor Registration

Register the company and employees with the National Institute of Social Security (INSS) and Provincial Directorate of Labor.

• Requirements: Employee details, work schedules, and contracts.
• Timeline: Within 15 days of starting operations.
• Cost: Nominal registration fees