Mozambique
Corporate Guide

What is the process of setting up a company in Mozambique?

The general procedure for incorporation of companies in Mozambique is as follows:

• Reservation of the name of the company to be incorporated, at the Legal Entities Registrar Office.
• Signature of an incorporation agreement (which shall include the articles of association of the company), by Private Document with notarised signature or, if the share capital is constituted by immovable assets, the incorporation of the company will have to be made by way of public deed.
• Registration of the company at the Legal Entities Registrar Office and publication of the articles of association in the Government Gazette, which is a simultaneous process.
• Registration of the ultimate beneficial owners with the Legal Entities Registrar Office.
• Tax registration to obtain the taxpayer number (NUIT).
• Obtaining a business licence.
• Opening a bank account.
• Importing of the share capital (initial investment) and registration of the importation with the Central Bank, which will issue a document confirming the registration, named Boletim de Importação de Capi-tais Privados (BICP). The Commercial Code allows the share capital to be paid up to one year from the date of registration of the Company.
• Issuance of share certificates (only for joint stock companies and simplified joint stock companies): 
• In the case of titled shares – issuance of certificates representing the company’s shares; preparation of the share register book; and registration of the shares in the share register book.
• In case of dematerialised shares – co-ordination with the financial intermediaries that will open the shareholders’ accounts and register the shares.
• Registration of shares with the Central Securities Depository (only for joint stock companies).
• Declaration of the start of activities with the tax authority.
• Registration of the company with the National Institute of Social Security.
• Communication of commencement of activities to the Ministry of Labour, Employment and Social Security.

In certain fields of activity, prior authorisation to incorporate a company is required, for example:

• For credit institutions and financial companies, the process of incorporation is subject to the prior written authorisation of the Central Bank of Mozambique, which should be considered as the first step.
• For insurance institutions, the process of incorporation is subject to the prior written authorisation of the Ministry of Economy and Finance, which should be considered as the first step.