Gambia
Corporate Guide

Are there any annual compliance requirements that a company must meet in Gambia?

Meetings

Every company is obliged to hold yearly general meetings of members whereby members can resolve differences between themselves by voting. 

Statutory meeting: Under section 202(1) of the Act, a public company must hold a general meeting within six months from the date of its incorporation. The purpose of the meeting is to give members a first progress report from the directors and promoters. Pursuant to section 202(2) of the Act, the directors are required to forward a statutory report to every member of the company at least twenty-one (21) days before the date of the meeting. 

Annual General Meeting: Pursuant to section 204(1) of the Act, every company is required to hold an annual general meeting in each calendar year. The law requires this to ensure members have regular opportunities to assess and discuss their company and its management. No more than 15 months should pass between one annual general meeting and the next. However, a newly incorporated company does not need to hold its annual general meeting in the year of incorporation, as long as it holds it within 18 months of incorporation. 

In case of any default, section 204(2) of the Act provides that any member of the company may apply to the Registrar to call or direct the calling of an annual general meeting with such directives as the Registrar thinks are expedient. 

Extraordinary general meeting: Pursuant to section 206 of the Act, the directors have the power to convene an extraordinary general meeting whenever they deem fit e.g. for urgent matters that cannot wait till the next annual general meeting. 

Annual returns

A company in The Gambia must file its annual returns in accordance with the Act. Section 355 of the Act requires every company to submit a return to the Registrar at least once every year, and within 30 days after the annual general meeting. The return must contain the relevant matters specified in sections 356, 357 and 358 of the Act. However, a company need not make a return in the year of its incorporation or in a year in which it is not required to hold an annual general meeting under section 355(2). 

Auditors

Section 342(1) of the Act provides that at each annual general meeting every company must appoint an auditor or auditors. The directors usually appoint the first auditors before the first annual general meeting until the end of the first meeting at which the accounts are considered. 

Annual accounts

Section 323 of the Act requires a company to keep proper books of account at the registered office of the company and are open to inspection by the directors at all times. Section 326 of the Act also requires the directors to present a profit and loss account or income and expenditure account, along with a balance sheet, at a general meeting within 18 months of incorporation and then annually thereafter. 

Duty to lay and deliver financial statements

Section 330 of the Act requires directors of every company to present financial statements at a general meeting within 18 months of incorporation and then annually. These statements should cover the period from incorporation or the last account up to a date not more than nine months before the meeting. 

Tax

• Corporate income tax is due every year before 31 March. 
• Employee PAYE tax and social security contributions are due 15 days after the month ends.

Business registration and municipal trade licences 

Any company carrying on business in The Gambia that is not an exempted business must obtain a certificate of incorporation and business registration certificate, which needs to be renewed each year.

A company is obligated to pay yearly licence fees to the municipal authority in each jurisdiction within which it carries on business. The licence fees form part of the revenue of the local authority in each jurisdiction and that authority is the licensing authority. A licensing authority shall have the power to issue licences and may, at its discretion, refuse to issue or at any time revoke any such licence, but an aggrieved party may appeal to the Minister of Local Government and Lands against such exercise of discretion and the minister may alter, modify or revoke the decision.