Guinea Conakry
Corporate Guide

Is there a requirement to have a fully paid up share capital at the point of incorporation in Guinea Conakry?

According to the OHADA Company Law, there are specific requirements regarding the payment of share capital at the time of incorporation. Here are the main points:

Fully subscribed capital

According to Article 827-2 of the OHADA Company Law, the share capital must be fully subscribed at the time of the company's incorporation.

Partial payment of share capital

• In an SARL: Share capital must be paid up to at least half of its nominal value during the registration stage of the company (Article 311-1 of the OHADA Company Law). The balance is paid in one or more instalments within two years of the company's registration.
• In an SA and an SAS: Shareholders can pay up to a quarter of the share capital at the incorporation stage, with the outstanding balance to be paid no later than three years from the date of the company's registration (Article 389 of the OHADA Company Law).
• Payment of contributions in kind: Shares representing contributions in kind must be fully paid at the point of incorporation. Contributions in kind relate to movable or immovable, tangible, or intangible property (e.g. brand, patent, goodwill). This contribution necessarily implies its evaluation, that is, assigning a monetary value to the property.

In summary, the share capital doesn't need to be fully paid up at the point of incorporation, but it must be fully subscribed.