Mozambique
Corporate Guide

What are the different types of companies that can be incorporated in Mozambique?

According to the Commercial Code currently in force (approved by Decree Law No 1/2022, of 25 December), the types of commercial companies are: 

Companies under general partnership with limited liability (sociedade em nome colectivo de responsabilidade limitada)

• The minimum number of shareholders is one.
• There is no maximum number of shareholders.
• The shareholder limits their liability to the value of the shares that the shareholder has subscribed to.
• There is no minimum capital amount stipulated by law (the capital must be enough for the activity the company intends to undertake).
• If the company is publicly incorporated the share capital can only be paid up in cash.
• The minimum number of directors is one, provided that the share capital of the new company does not exceed MZT 5 million and that the new company does not revert to initial public offerings not listing of bonds in the Central Securities Depository (CVM).
• As shares are considered securities, they must be registered with the CVM.
• Shares are always nominative, meaning the owners of the shares must always be registered.

Private limited company (sociedade por quota)

• The minimum number of shareholders is one.
• The maximum number of shareholders is 30.
• The quota cannot be incorporated as a negotiable instrument. In other words, the quota cannot be considered as a security, meaning it is not subject to the mandatory listing on the CVM.
• There is no minimum capital amount stipulated by law (the capital must be enough for the activity the company intends to undertake). 
• The company must have at least one director.
• The only mandatory corporate bodies are the general assembly and management. However, whenever a company issues securities or is classified as a medium-sized company (with between 31 and 100 employees and an annual turnover of more than MZT 30 million and up to MZT 160 million) or a large company (with more than 100 employees and an annual turnover of more than MZT 160 million), it must adopt one of the following structures: (i) board of directors and supervisory board or single auditor; or (ii) board of directors, which includes at least the audit committee and the external auditor.
• The shareholder has a limited liability against the company’s obligations. This means that the response to company obligations is limited to the company’s assets and creditors cannot claim directly from the partners. However, the articles of association of the company can stipulate that one or more shareholders can be liable with their personal assets to the company’s creditor up to a certain amount; this liability may be joint and several with that of the company or the new company in relation to it, but it must be equal for all the partners.

Joint stock company (sociedade anónima)

• The minimum number of shareholders is one.
• There is no maximum number of shareholders.
• The shareholder limits their liability to the value of the shares that they have subscribed to.
• There is no minimum capital amount stipulated by law (the capital must be enough for the activity the company intends to exercise).
• If the company is publicly incorporated, the share capital can only be paid up in cash.
• The company needs a minimum of one director, provided that the share capital of the new company does not exceed MZT 5 million and that the company does not revert to initial public offerings, not listing of bonds in the CVM.
• As shares are considered securities, they must be registered with the CVM.
• Joint stock companies have a more complex corporate structure to the extent that they must have three social bodies: a board of the general assembly, board of directors / management, supervisory board / single supervisor, or, alternatively, an audit committee.
• The joint stock company may be incorporated via public subscription (initial public offering); however, public incorporation is subject to the sale of 75% of the shares offered to the public.

Shares are always nominative, meaning the owners of the shares must always be registered.