INTERNATIONAL COMPANY
REGISTRATION
With a view to promoting the growth of the private sector and improving the business environment in the country, the State of Sao Tome and Principe has implemented a set of legislative measures that establish favorable conditions for foreign investment.
The main measures adopted that were of interest to investors were the approval of the new Investment Code of Sao Tome and Principe and the creation of a single window for the creation of companies.
This summary that involves investment in Sao Tome and Principe will therefore focus on three essential vectors:
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Investment Code;
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Tax Benefits Code;
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Investment Vehicles - Constitution and Registration of Commercial Companies.
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1. Sao Tome and Principe Investment Code
The private investment is free of charge and is not subject to any authorization or approval by the Sao Tome and Principe authorities.
However, for investments in economic activities that may contribute to the development of Sao Tome and Principe, with a value equal to or greater than EUR 250,000.00, the Investor and the State may enter into an Administrative Investment Agreement, regulated in the Investment Code of Sao Tome and Principe.
Sao Tome and Principe (Decree-Law No. 19/2016, of November 17, 2016), which defines the terms, conditions, modalities, guarantees and incentives applicable to all investments made in Sao Tome and Principe with a total value equal to or greater than EUR 250,000.00.
According to the Investment Code, all private investment projects are subject to the conclusion of an Administrative Investment Contract, within the scope of a single public tender process.
Only investments made under the Investment Code are eligible to benefit from the rights and guarantees provided therein and from the tax incentives provided for in the Tax Benefits and Incentives Code.
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2. Tax Benefits Code of Sao Tome and Principe:
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Through Decree-Law no. o 15/2016, of 17 November 2016, the Government of Sao Tome and Principe approved the Tax Benefits Code, which regulates the benefits applicable to investments made by natural or legal persons (provided they are duly registered for tax purposes) in Sao Tome and Principe.
Under the terms of this law, examples of tax benefits are the following tax and customs incentives: deductions from the tax base, accelerated amortization and reintegration, tax credit, exemption and reduction of tax and contribution rates, the deferral of tax payments, as well as other exceptional fiscal and quasi-fiscal measures.
The right to enjoy granted incentives is irrevocable during the period of its conception.
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3. Investment Vehicles – Constitution and Registration of Commercial Companies in Sao Tome and Principe:
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The types of company existing in Sao Tome and Principe, which can be used as vehicles for the investor to have a presence in the country, are: limited liability company (SARL3) and limited liability company (and sole proprietorship); and limited partnerships and general partnerships, as unlimited liability companies.
For SARLs, which are the type of company suitable for large companies with multiple partners, the minimum number of shareholders is 10, while for the other types of companies the minimum number of partners is 2 partners.
The partners may be natural or legal persons and their nationality or location of the registered office of the legal person is irrelevant.
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The procedure for setting up a company and registering it is a simple process.
After registration, by the company, of an economic activity in which it is mandatory to obtain a license or permit (such as in the areas of hotels and tourism, the production and transformation sector, civil construction, individual or collective financial activities, banking, insurance, private security, pharmacy, telecommunications, among others), the respective authorization must be requested from the competent services.
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