Setting Up a Company in São Tomé: Your Comprehensive Guide by Astertax

São Tomé and Príncipe, a small island nation in Africa, offers several business structures for individuals and entities looking to establish a presence or conduct business in the country. Here are the common business structures in São Tomé and Príncipe:

  1. Sole Proprietorship (Empresário em Nome Individual): A sole proprietorship is the simplest form of business ownership. It is owned and operated by a single individual who assumes all responsibilities and liabilities of the business.
  2. Partnership (Sociedade em Nome Coletivo): Partnerships are formed when two or more individuals or entities come together to operate a business. Partners share the profits and losses, and they are collectively responsible for the business’s obligations.
  3. Limited Liability Company (Sociedade por Quotas): A limited liability company (LLC) in São Tomé and Príncipe is similar to the concept of a private limited company in other jurisdictions. It offers limited liability to its members (shareholders) and requires a minimum of two shareholders. LLCs are subject to the governance of company statutes.
  4. Joint-Stock Company (Sociedade Anónima): A joint-stock company (S.A.) is a more complex business structure suitable for larger businesses. It allows for the issuance of shares to the public, making it easier to raise capital. Shareholders’ liability is limited to their shareholdings.
  5. Branch Office: Foreign companies can establish branch offices in São Tomé and Príncipe. A branch office is considered an extension of the parent company and is subject to local regulations and taxation.
  6. Representative Office: Representative offices are established by foreign companies for non-commercial purposes, such as market research or liaising with local clients. They are not allowed to engage in commercial activities.
  7. Nonprofit Organizations (NPOs): Nonprofit organizations can be established for charitable, religious, or social purposes. NPOs must comply with specific regulations governing nonprofit activities.
  8. Cooperative (Cooperativa): Cooperatives are formed by individuals with common interests, and they jointly own and manage the cooperative. São Tomé and Príncipe recognizes various types of cooperatives, including agricultural cooperatives and savings and credit cooperatives.
  9. Micro, Small, and Medium Enterprises (MSMEs): São Tomé and Príncipe has specific provisions and incentives for micro, small, and medium-sized enterprises, aimed at promoting entrepreneurship and economic development.

It’s important to note that the specific requirements and regulations for each business structure may vary in São Tomé and Príncipe, and the legal and regulatory environment may change over time. Before establishing a business in the country, it’s advisable to consult with local legal and business professionals or government authorities to ensure compliance with all relevant laws and regulations.

Setting up a company in São Tomé and Príncipe involves several steps and regulatory procedures. The process can vary depending on the type of company you want to establish. Here is a general overview of the procedures for registering a company in São Tomé and Príncipe:

  1. Choose a Business Structure:
    • Determine the type of business structure you want to establish, such as a sole proprietorship, partnership, limited liability company (LLC), or joint-stock company (S.A.).
  2. Reserve a Business Name:
    • Choose a unique business name for your company and check its availability. You may need to reserve the name with the relevant authority to ensure that no other business is using the same name.
  3. Draft the Articles of Association (AoA):
    • Prepare the Articles of Association (AoA) or the equivalent document required for your chosen business structure. This document outlines the company’s objectives, governance structure, and other important details.
  4. Notarize and Legalize Documents:
    • Have the necessary documents, including the AoA and any other relevant agreements, notarized and legalized as required by São Tomé and Príncipe’s laws.
  5. Deposit Share Capital:
    • Deposit the required share capital in a local bank account. The amount of capital required may vary depending on the type of company.
  6. Register the Company:
    • Submit the necessary documents and application forms to the relevant government authority responsible for company registration. In São Tomé and Príncipe, this is typically the General Directorate for Business and Commerce (Direção Geral de Empresas e Comércio – DGEC).
  7. Obtain a Tax Identification Number (TIN):
    • Obtain a Tax Identification Number (TIN) for the company from the tax authority in São Tomé and Príncipe.
  8. Register for Social Security:
    • Register the company and its employees with the social security authorities in São Tomé and Príncipe to comply with social security and labor regulations.
  9. Obtain Business Licenses and Permits:
    • Depending on the nature of your business and its activities, you may need to obtain additional licenses, permits, or authorizations from relevant government agencies.
  10. Publish a Notice:
    • In accordance with São Tomé and Príncipe’s laws, you may be required to publish a notice about your company’s establishment in a local newspaper.
  11. Pay Registration Fees:
    • Pay the necessary registration fees and taxes associated with company formation.
  12. Receive Certificate of Registration:
    • Once your application is approved and all requirements are met, you will receive a Certificate of Registration, confirming the legal existence of your company.
  13. Open a Bank Account:
    • Open a business bank account in the company’s name to facilitate financial transactions.
  14. Comply with Ongoing Requirements:
    • Ensure that you comply with all ongoing regulatory and tax requirements, including filing annual returns and financial statements.

Please note that the specific procedures and requirements for setting up a company in São Tomé and Príncipe may vary based on the type of company, its activities, and any changes in local regulations. It’s advisable to consult with local legal and business professionals or relevant government authorities for the most up-to-date information and guidance on company registration and compliance in São Tomé and Príncipe.

São Tomé and Príncipe has a tax system that includes various taxes imposed by both the central government and local authorities. The key taxes in São Tomé and Príncipe include:

  1. Value Added Tax (VAT):
    • São Tomé and Príncipe imposes a Value Added Tax (VAT) on the supply of goods and services. The standard VAT rate is 15%. Some goods and services may be subject to reduced rates or exemptions.
  2. Corporate Income Tax:
    • Companies in São Tomé and Príncipe are subject to corporate income tax on their taxable income. The standard corporate tax rate is 30%.
  3. Personal Income Tax:
    • Individuals are subject to personal income tax on their income. The tax rates are progressive, with higher incomes taxed at higher rates.
  4. Capital Gains Tax:
    • Capital gains tax is levied on the profit made from the sale of certain assets, including real estate and securities. The tax rate is 10%.
  5. Property Tax:
    • Property owners may be subject to property tax on the value of their real estate holdings. The rates and regulations may vary depending on the location and type of property.
  6. Stamp Duty:
    • Stamp duty is applied to various legal and financial documents, including contracts and agreements. The rates may vary depending on the type of document.
  7. Customs Duties:
    • São Tomé and Príncipe imposes customs duties on imported goods in accordance with the country’s customs tariff.
  8. Local Taxes and Levies:
    • Local governments and authorities may impose various taxes, fees, and levies, including trading licenses and market dues.
  9. Employment Taxes:
    • Employers and employees are required to make contributions to social security and pension funds.
  10. Vehicle Tax:
    • Vehicle owners are subject to a vehicle tax based on the type and value of the vehicle.
  11. Tourism Tax:
    • São Tomé and Príncipe may impose a tourism tax on visitors to the country. This tax may be included in the cost of accommodations.
  12. Environmental Levy:
    • An environmental levy is applied to certain products and activities that have an environmental impact.

It’s important to note that tax laws and rates in São Tomé and Príncipe can change over time, and the specific regulations may vary based on the nature of the transaction, location, and other factors. Therefore, it’s advisable to consult with local tax professionals or relevant government authorities for the most up-to-date information and guidance on tax matters in São Tomé and Príncipe.

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