Corporate Law at Mozambique
Here’s an overview of Corporate Law in Mozambique:
📚 Legal Framework
Corporate law in Mozambique is mainly governed by:
Law No. 2/2007 on Commercial Companies.
Civil Code (for general legal principles).
Other relevant laws on taxation, labor, and foreign investment.
Mozambique is also a member of regional economic communities like SADC, which influence business regulations.
🏢 Types of Business Entities
Sociedade Anónima (S.A.) – Public Limited Company
Suitable for large businesses.
Requires at least 5 shareholders.
Minimum share capital: MZN 2,500,000 (~€30,000).
Shareholders’ liability limited to their contributions.
Governed by a Board of Directors and General Assembly.
Can issue shares to the public.
Sociedade por Quotas (Lda.) – Limited Liability Company
Most common form for SMEs.
Minimum 2 and maximum 50 shareholders.
Capital divided into quotas.
Liability limited to the amount of contributions.
Simpler management structure.
Sociedade em Nome Coletivo (SNC) – General Partnership
Partners have unlimited joint liability.
Less commonly used.
Sociedade em Comandita (Limited Partnership)
Consists of general partners (unlimited liability) and limited partners.
📝 Company Formation & Registration
Companies must draft and notarize Articles of Association.
Registration with the Conservatória do Registo Comercial (Commercial Registry Office).
Obtain a Taxpayer Identification Number (NUIT).
Register with social security and labor authorities if employing staff.
Registration can be done through the One-Stop Shop for Business Registration in Mozambique.
🧑⚖️ Corporate Governance
S.A. companies:
Managed by a Board of Directors.
Shareholders exercise control through the General Assembly.
Lda. companies:
Managed by one or more managers (administrators).
Annual financial statements must be prepared and filed.
💰 Taxation
Corporate income tax rate: 32%.
Value Added Tax (VAT): 17%.
Social security contributions and payroll taxes apply.
Other local taxes and fees depending on municipality.
🌍 Foreign Investment
Mozambique welcomes foreign investment.
No restrictions on foreign ownership in most sectors.
Investment incentives available in priority sectors like energy, mining, and agriculture.
⚖️ Additional Notes
Disputes generally resolved in courts, with arbitration available.
Companies must comply with anti-money laundering laws.
Labor laws are important for companies with employees.
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