Mozambique Info
Joined: 23 Feb 2007
Posts: 15
Home Country: mozambique
|
 Posted: Mon Mar 05, 2007 10:54 am Post subject: DOING BUSINESS IN MOZAMBIQUE / MOZAMBIQUE BUSINESS GUIDE |
 |
|
DOING BUSINESS IN MOZAMBIQUE
STARTING A BUSINESS
STANDARDIZED COMPANY
Legal Form: Private Limited Liability Company
Minimum Capital Requirement: 1,500,000
City: Maputo
Registration Requirements:
Procedure 1. Obtain certification of unique name "certidão negativa" at the Commercial Registrar Office of Maputo (Conservatória do Registo Comercial).
Time to complete: 2 days
Cost to complete: MZM 77000
Procedure 2. Open a provisional bank account, deposit minimum capital and obtain a verification of deposit with a local bank.
Time to complete: 1 day
Cost to complete: no charge or bank commission
Comment: Limited liability companies ("sociedades por quotas") must open bank accounts to prove that at least half of the minimum required capital has been paid before the Articles of Association are notarised. The bank account must be open in the name of the company approved by de Registrar Office of Maputo at the "certidão negativa"( Procedure.1).
Procedure 3. Incorporate the company through a public deed executed at a local Notary.
Time to complete: 5 days
Cost to complete: see comments
Comment: File the draft of Articles of Association, the name certification, the proof of deposited funds, ID of founders, quotaholders and powers of attorney, in case any of the shareholders are being represented by other persons. The statutes are in the records book (livro de notas de escrituras diversas) kept by the notary office. The client receives a photocopy of the document, which is stamped and authenticated by the notary but should require and pay another two photocopies to be used at the following two procedures. The notary also certifies that the legal requirements are satisfied, that the statutes conform with the law, and that all partners freely consent to the agreement. Public deeds must be scheduled one week before their execution.
Notary costs: This is not a fixed amount. The cost is the sum of:
a) Fixed Emoluments-100.000 Mtcs- plus,
b) 5.000 Mtcs per page included in the records book, plus,
c) a Variable emolument that depends on capital : If capital is ≤ to 5.000.000.000 Mtcs the emolument corresponds to 0,2% of capital and if capital is > to 5.000.000.000 the emolument corresponds to 0,2 % for the first 5.000.000.000 Mtcs of capital and 0,01% for the remaining capital, plus,
d) 20% of c) when there is more that one act in the deed of c) plus,
e) Stamp Tax 0,05 % of capital plus,
f) Defesa Nacional Stamp -18.000 Mtcs plus,
g) per certificate-30.000 Mtcs, plus 5.000 per page of certificate, plus 1.100 Mtcs per page as Selo de Verba.
Procedure 4. Register provisionally with the Commercial Registrar Office of Maputo (Conservatória de Registo Comercial); request for a commercial registry certificate.
Time to complete: 14 days
Cost to complete: see comments
Comment: Provisional registration is not legally required, but as the Imprenssa Nacional sometimes takes several months to publish the Articles of Association, companies often operate under a provisional registration until the articles are published. The company has 90 days to register in commercial registry. For the provisional registration of a Company at the Commercial Registrar of Companies, the following costs are applicable:
For the matriculation of the company a fixed value of 50.000 Mtcs is charged;
For the registration of the company:
- Share capital up to 5.000.000.000 (five billion meticais) is taxable at a rate of 2%;
- Over the excess it is applicable a tax at the rate of 1%.
To the amount calculated based on the above it shall be added a variable amount (for administrative costs) up to the maximum of 1.000.000 Mtcs (one million meticais).
The expiry date of the provisional registration is 90 days. If the publication of the articles of association does not occur prior to such expiry date, the renewal of the provisional registration will have to be requested. This renewed registration will be valid for another 90 days.
Procedure 5*. Publish articles of agreement in Boletim da Republica (Official Gazette).
Time to complete: 3 months (simultaneous with procedure 4)
Cost to complete: MZM 2200000
Comment: An electronic version of the company's articles of incorporation to be published in the official gazette must now be submitted to the National Printing House.
Performed by the Imprenssa Nacional. Publication is supposed to take place within 90 days of the request. Businesses have a 3-month period during which they can operate under a provisional registration. If publishing is delayed for more than 6 months, companies must register again. A fixed fee of 475.000,00 Mtcs per each 25-line page is due.
Procedure 6*. Apply for an operational license (Alvará) from the Presidente of Conselho Municipality.
Time to complete: 30 days (simultaneous with procedure 5, but after procedure 4)
Cost to complete: MZM 2660000
Comment: File the following documents:
• Letter of application with an authenticated signature, containing:
• The name of the firm and its head office;
• The commercial activity required, with the indication of the classes of merchandises or services the it pretends to exercise;
• The location of the establishment;
• Certificate of incorporation of the commercial registrar offices; or copy of the articles of association; the provisional registration is all that is necessary )
• Notarised copies of personal identification documents;
• Notarised copy of lease (If company owns the premises, when applying for the operational permit the Real Estate Registrar Office certificate evidencing such ownership must be submitted).
The Ministry of Industry and Commerce, once the request for the obtainment of the operational license is required, should organise the appliance of the necessary inspections by the health, fire and other public health departments.
Cost:
a) Emoluments -2.500.000,00-( if the company will import or export goods and service plus 500.00,00 for each class of goods imported or/and exported; if the company is a wholesale and or retail dealer plus 250.000,00 Mtcs for each shop)
b) 160.000,00 Mtcs to the Centre Environmental Hygiene to support the costs of the opinions of the Fire Department and Ministry of Health, which became an internal procedure.
There is now a provisional license that can be obtain after the inspection is done. It is a statement saying that the company passed the inspection. The alvara' takes longer because it has to be printed in a special format and has to be signed, etc.
Procedure 7*. Receive inspection from Ministry of Health and Fire Department and Ministry of Commerce and Industry.
Time to complete: 8 days (simultaneous with procedure 6)
Cost to complete: no charge
Comment: Although this inspection takes no more than one hour to be completed, it can take more than one week to be scheduled/ make an appointment with the Ministry of Health. Now the inspection is coordinated and there is one joined inspection.
Procedure 8*. Declare the beginning of activity at the tax department "Repartição de Finanças".
Time to complete: 15 days (simultaneous with procedure 6)
Cost to complete: nominal
Comment: After the Tax Reform the "old" taxes have been replaced by a unique income tax. In addition, Modelo 7 needs to be filed to register, under a different taxpayer number, for the imposto sobre o rendimento do trabalho (income withholding tax), secção A, and Modelo 44 is the registration form for the complementary tax.
The declaration of the beginning of activity for tax purposes (VAT and Corporate Income Tax) should be applied 15 days prior to the beginning of the activity. This process involves communicating initiation of activity to the tax department of the appropriate fiscal district through a form known as Modelo 6. Documents to be filed include: 3 copies of tripled Modelo 5, and an authenticated copy of the operational license.. Fifteen days later a unique taxpayer number - N.U.I.T. (Numero unique de identificação tributária) is assigned to the company and an individual file, for all taxes , is open.
Procedure 9*. Register for VAT (Imposto sobre o Valor Acrescentado).
Time to complete: 7 days (simultaneous with procedure 6)
Cost to complete: nominal
Procedure 10*. Declare the beginning of activity and register job candidates at the provincial Employment Centre
Time to complete: 1 day (simultaneous with procedure 6)
Cost to complete: Each copy of the chart costs MZM 5.000,00, assuming 10 workers
Comment: Request the work cards within the following 30 days of the start of employment agreements; Deliver a map of the work hours; Declare the employment of national workers within 30 days of the start of their respective employment agreement.
The employer with more than 10 workers is supposed to open a file (processo individual) and prepare four copies of a form known as relação nominal, listing the name, position, skills, date of birth, sex, identification card number date of entry, date of last promotion, wage or salary, and number of hours due per month for every worker. These four copies are presented to the Employment Centre, that after stamping them keep three copies and give back to the employer the fourth one that must be posted publicly. This chart must be updated and approved by the Ministry of Labour every year. Together with the Relação Nominal the company must submit a annual holiday's scheme - Plano de Férias - and a work card per worker, (cost: 5.000,00 Mtcs each), with the ID elements and the signature of worker. These cards after having been stamped by the Employment Centre are given back to the company, which give them back to each worker as his identification card as a worker.
Procedure 11*. Register workers with the social security system.
Time to complete: 1 day (simultaneous with procedure 6)
Cost to complete: no charge
Comment: Register the company within 15 days counted from the commence of activity. Register workers within 15 days counted from the start of their employment agreements. A special form (boletim de identificação de beneficiaries) must be filled out for each worker and submitted to the Instituto Nacional de Seguranca Social within 15 days of signing the labour contract, accompanied by an authenticated copy of that worker's identification card, an authenticated copy of the operational license and the company's NUIT. A special form - Ficha da empresa - must be filled for each company
Procedure 12*. Subscribe a workmen's compensation insurance coverage.
Time to complete: 1 day (simultaneous with procedure 6)
Cost to complete: no charge
Procedure 13. Convert the provisional registration into the final commercial registration and obtain a copy of the registration certificate.
Time to complete: 14 days
Cost to complete: MZM 70000
Comment: Once the Articles of Association are published, the applicant takes them to the Commercial Registry, at which point the provisional registration becomes permanent and a minimum fee applies. Previously, a copy of the final registration certificate is needed for the industrial or commercial license.Decree 49/2004 of 17 November (art 8) changed this requirement (the provisional registration plus the copy of the public deed of incorporation are sufficient to continue with the formalities) The came in to force 80 days afterwards (Feb 2005)
Note: Procedures sometimes take place simultaneously. Instances of this are marked with an asterisk (*).
FORMS OF BUSINESS ORGANISATION
In Mozambique the business activities can be carried out by individual(s) or commercial companies.
Persons who wish to set up a company can choose between two types :
· LDA - "Sociedade por quotas"
· SARL - "Sociedade Anonima"
To incorporate a company (Lda or SARL) the following documents must be presented :
· A certificate confirming that no other company with similar name to that selected already exists
· Proof that minimum share capital specified has been paid up
· The company's Articles of Association
· Identification of shareholders
The company is considered to be registered and ready to commence activity when:
· Its Articles of Association have been published in Boletim da Republica (Official Gazette)
· The company has been registered with the Commercial Register and in the local office of the Tax Department
· The company has been issued with an operating licence.
Direct Foreign Investment
Proposal for Direct Foreign Investment projects must be submitted to the Centro de Promoção de Investimentos (CPI). The proposal must contain the following information:
· A specific request by the investors for authorisation
· Particulars and curriculum vitae of all investors or, in a case when the investor is a company, the relevant financial statements
· Description of technical, commercial and financial viabilities and details of management, human resources structure, implementation schedule and operating methods of the implementing company
· Minutes of Articles of Association of the project implementing company
The Government grants foreign investors the following guarantees:
· Protection of property of rights and assets constituting the investment
· Repatriation of profits
· There are three types of incentives which depend on the nature, location and value of the investment:
· Exemption on custom duties for the capital goods (equipment) imported under the project
· Tax reduction for a period not exceeding ten years
· Special incentives not specifically mentioned in the law granted on a case by case basis, for projects of special importance for the national economy
Local representation (Branch)
The granting of licences for agencies or commercial representations are under the Ministry of Industry, Trade and Tourism and regulated by Decree No. 71/98 of 23 December 1998.
TAXATION
Under Portuguese rule, taxation and tax collection were full of inequities and corruption at all levels of government. In 1978, after independence, much higher and more progressive taxes were introduced. These included an income tax on wages, salaries, and other benefits. In 1999, duties on imported goods ranged from 0% to 30%, depending upon whether it is a primary, intermediate, or consumer good. A value-added tax (VAT) with a standard rate of 17% in 2003 is charged on most goods and services. Exemptions from VAT include basic foodstuffs, medicines and pharmaceuticals, books and journals, bicycles, agricultural inputs and fishing implements, waste disposal, burial and cremation services. |
|
Register
Log in
FAQ
Search
Memberlist
