doing business in -Bissau

country profile international treaties and memberships government  Executive: The president is chief of state and the prime minister is the international  African Continental Free Trade Area Agreement structure head of government. The president is directly elected by absolute majority and regional  African Development Bank Group popular vote in two rounds, if needed, for a five-year term with no limits to organisations  African Union the number of subsequent terms. The prime minister is appointed by the and customs  Community of Portuguese Language Countries president after consultation with party leaders in the National People's unions  Community of Sahel-Saharan States Assembly. Cabinet is appointed by the president.  Economic Community of West African States  Legislative: Guinea-Bissau has a unicameral National People’s  Group of 77 Assembly.  International Monetary Fund  Judicial: The highest court is the Supreme Court, which has both  International Organization of the French-speaking World appellate and constitutional jurisdiction. Subordinate courts are the  Islamic Development Bank Appeals Court, regional courts and military court.  Organisation of African, Caribbean and Pacific States  Next presidential elections: November 2024  Organization of the Islamic Conference economic  Nominal GDP (USD billions): 1.67  Organization for the Harmonization of Business Law in Africa (“OHADA”) data  GDP per capita (USD): 919.37  United Nations  Inflation rate (% change): 2.15  West African Development Bank  Government revenue (% of GDP): 19.06  West African Economic and Monetary Union (“WAEMU”) (Union  Government gross debt (% of GDP): 51.77 Economique et Monétaire Ouest Africaine, (“UEMOA”))  World Bank Group  Guinea-Bissau receives preferential treatment under the agreements listed *Source: IMF (May 2020) here: http://ptadb.wto.org/Country.aspx?code=624

 Agriculture is the main economic sector in Guinea-Bissau with cashew bilateral  Guinea-Bissau has a bilateral investment treaty in force with Portugal. nuts as the main cash crop. There is potential for development of mineral investment  Treaties have been signed with Angola and Morocco but these have not resources such as phosphates, bauxite, and mineral sands. Guinea- treaties yet entered into force. Bissau has begun with the exploration of offshore oil and gas.  Guinea-Bissau’s main export partners are India and Vietnam. The main investment-  African Growth and Opportunity Act export commodities include fish, shrimp, cashews, peanuts, palm kernels, related  Cotonou Agreement and raw and sawn lumber. agreements /  Multilateral Investment Guarantee Agency institutions  Guinea-Bissau’s main import partners are Portugal, , China, the  World Trade Organization Netherlands, and Pakistan. The main import commodities include dispute  Convention on the Settlement of Investment Disputes (ICSID Convention) foodstuffs, machinery and transport equipment, and petroleum products. resolution (Signatory State) risk ratings  World Economic Forum Global competitiveness index (2019): N/A  OHADA  World Bank ease of doing business (2020): 174/190  United Nations Commission on International Trade Law (UNCITRAL)  Corruption perception index (2019): 168/180 intellectual  A comprehensive list of IP-related treaties signed by Guinea-Bissau is property (“IP”) available at: http://www.wipo.int/wipolex/en/profile.jsp?code=GW treaties  See the trade marks section below for further detail.

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doing business in Guinea-Bissau

legal regime foreign investment regime applicable legal  Guinea-Bissau’s legal system is based on Portuguese law and local investment  The Investment Code, approved by Law No. 13/2011 of 5 August 2011, as regime customary law. regime amended by Law No. 3/2015, governs investment in Guinea-Bissau.  The company formalisation centre (Centro de Formalização de Empresas, dispute  There is a specialised commercial court for the purpose of dispute “CFE”), under the authority of the Ministry of Economy and Finance, acts resolution resolution and contract enforcement. as a one-stop shop for business registration.  The OHADA treaty also provides an arbitration procedure. Disputes relating to the general uniform acts, or indeed any other business dispute, registration /  Companies must register with the CFE for the following: can be submitted to the OHADA arbitration procedure. licensing  obtaining a certificate of name registration (Certidão Negativa de requirements Denominação Social); land  A 1998 constitutional law grants land ownership to the government and  paying registration fees; acquisition, allows renewable 90-year concessions to be granted to private investors.  submitting company statutes to obtain the public deed (Escritura planning and Pública); use  obtaining a tax number (“NIF”) from the tax office representative; and competition  There is no domestic competition law regime governing merger control or  registering the company and obtaining a registration certificate prohibited practices in Guinea-Bissau. (Certidão de Matrícula) and a commercial licence.  Guinea-Bissau is a member of the regional competition bodies ECOWAS,  Companies must also open a bank account and deposit the capital at a OHADA, and UEMOA. OHADA does not yet have an operational bank. competition law regime in place, but UEMOA does govern merger control and prohibited practices. In addition, ECOWAS launched its regional non-industry  The following general non-industry specific registration/licences may also competition authority on 31 May 2019. Business activities in Guinea- specific be required: Bissau should therefore be conducted with UEMOA and ECOWAS in registrations / mind. licences Trade and employment  Companies and permanent establishments should be registered with the Personal requirements TPPRR in terms of the General Commercial Law Uniform Act and the Property Rights OHADA Revised Uniform Act on Commercial Companies and Economic immigration  Expatriates working in Guinea-Bissau must hold a valid work permit and a Register Interest Groups. residence permit. A work permit has to be sponsored by a local employer. (“TPPRR”)  There is no restriction on the number of work permits that one may Ministry of  Once a company has been incorporated, it is necessary to register it and possess. Labour its employees with the Ministry of Labour. fixed-term  Fixed term contracts are allowed in Guinea-Bissau. If the contract (Inspeção Geral contracts and continues up to two years, it will be considered an indefinite contract of de Trabalho - temporary employment. Ministério da employment Reforma services Administrativa, Função Pública payment in local  Remuneration must be paid in local currency. e Trabalho) currency National Institute  All employers and employees must be registered for social security at the of Social INSS. Security (Instituto Nacional da Segurança Social, “INSS”)

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doing business in Guinea-Bissau

industry-  Industry-specific licenses may also be required. private limited liability company specific minimum  SARL | SA | SAS: A minimum of one shareholder is required. licences number of  In principle, local shareholders are not required, but may be required in incentives  Incentives include: shareholders certain specified sectors such as mining, oil and gas.  various benefits available to investment projects carried out in Guinea- Bissau; and minimum share  In terms of the OHADA Uniform Act on Commercial Companies and capital  incentives available to companies in the mining sector under the Mines Economic Interest Groupings, the following minimum share capital and Quarries Code, which vary according to the prospecting, research requirements apply: or exploration period.  SARL: at least F.CFA1-million, which shall be divided into equal shares whose face value may not be less than F.CFA5 000; exchange  The state guarantees investors the right of conversion of foreign currency  SA: F.CFA10-million; and control and F.CFA and the remittance abroad of amounts payable by way of  SAS: no minimum required share capital. regulation profit, dividends or return of investment, as well as the payment of borrowed capital, interest, goods and services purchased or contracted directors  SARL: must have at least one managing director (gérant). It is with individuals or companies not resident in Guinea-Bissau. recommended that someone who is either based in or regularly travels to  The Investment Code also guarantees the right of foreign personnel Senegal be appointed as managing director, as it is required for such a working for a company, and legally authorised to live and work in Guinea- person to hold a long term visa. There is no requirement to appoint Bissau, to transfer abroad whole or part of their remuneration earned in directors / managers in addition to the managing director. the country, without prejudice of complying with its tax obligations.  SA: must appoint a chairman of the board who can also act as general  The transfer, sale or liquidation of investments between non-residents or manager of the company (directeur général). A board of directors with non-resident investors is free and investors are guaranteed the right to three to 12 members, including a chairman, is to be appointed. repatriate the proceeds from those transactions after paying any taxes  SAS: free to determine its management structure, which should, as a owed. minimum, consist of one chairman. There is no requirement to appoint a board of directors. types of  The forms of doing business available in Guinea-Bissau are mainly the entities following provided for by the OHADA Uniform Act on Commercial company  There is no requirement to appoint a company secretary in Guinea-Bissau. available for Companies and Economic Interest Groupings: secretary foreign  public limited company (société anonyme, SA); auditor  SARL and SAS: must appoint a statutory auditor when two of the following investment  simplified limited lability company (société par actions simplifiée, three conditions are met at the end of the financial year: SAS);  its total balance sheet exceeds F.CFA125-million;  private limited liability company (société à responsabilité limitée,  the annual turnover exceeds F.CFA250-million; or SARL);  the permanent staff exceeds 50 employees.  general partnership (société à nom collectif, SNC);  SA: appointment of an auditor is mandatory.  limited partnership (société en commandite simple, SCS);  joint venture (société en participation); registered  Every company shall have a registered office which shall be indicated in  de facto partnership (société de fait); address the Articles of Association.  economic interest grouping (groupement d’intérêt économique, GIE);  The address of the company’s accountants or lawyers may be used as  registered branch of a foreign company; and registered address for an interim period.  representation or liaison offices. shelf  Shelf companies are not available in Guinea-Bissau. companies registration  Companies are registered with the CFE and it takes approximately two process weeks to complete registration once all the required documents have been submitted.

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doing business in Guinea-Bissau

tax transfer pricing  In terms of Guinea-Bissau’s transfer pricing rules, transactions entered tax system  Guinea-Bissau has a source-based tax system, in terms of which both into between “associated persons” must be entered into on an arm’s residents and non-residents are subject to tax on income earned from a length basis. source in Guinea-Bissau.  Two entities are considered related if one entity has the power to exercise, directly or indirectly, a significant influence on the management decisions corporate  A company is resident in Guinea-Bissau if its legal seat is in Guinea- of the other. residence Bissau or has any other form of permanent representation in Guinea- Bissau. limitations on  There are no thin capitalisation rules applicable in Guinea-Bissau, interest however, a limitation applies on the deductibility of interest paid to related corporate tax  Resident companies and permanent establishments of foreign companies deductibility entities where the interest rate exceeds the market rate. rate are subject to corporate income tax at the rate of 25%. employee taxes  Companies are also subject to a minimum tax liability equal to 1% of their The income tax rates applicable to resident individuals are: gross annual turnover. annual chargeable income tax rate (F.CFA) capital gains  Capital gains are included in ordinary taxable income and subject to tax (“CGT”) corporate income tax at the standard rate of 25%. Up to 500 000 1% 500 001 – 1 000 000 6% withholding tax WHT rate (“WHT”) rates 1 000 001 – 2 500 000 8% payment to residents non-residents 2 500 001 – 3 600 000 10% branch profits N/A N/A Over 3 600 000 12% dividends 15% 15% social security interest 15% (bank deposits, short- 10%  Both employees and employers must make monthly social security contributions term investments and contributions to the INSS. other interest)  The employer contribution rate is 14% of monthly wages, whereas the employee contribution rate is 8% per month. 10% (bonds and treasury bonds with a maturity payroll taxes  There is no payroll tax in Guinea-Bissau. period of less than two years) stamp duty  Stamp duty is levied under the Stamp Duty Regulations and the General Stamp Duty Table, at a percentage or flat rate on certain acts and 5% (securities with a contracts. maturity period of three years)  Real estate transfer tax (sisa sobre as transmissões de imobiliários por título oneroso) at the rate of 5% is payable on the sale of quotas in a royalties 15% 15% limited liability company. management, N/A 25%  Real estate transfer tax on the transfer of immovable property is levied at consulting and the rate of 5%. technical service fees general sales tax double tax  DTAs are in force with Portugal and WAEMU (member countries include taxable supplies  General sales tax is levied on the value added in respect of taxable agreements , , , , , Senegal and . (“DTAs”) supplies of goods and services, as well as in respect of the importation of goods. losses  Losses may be carried forward for a period of three years. general sales  The standard rate of general sales tax is 17%, while a rate of 20% applies tax rate on luxury goods and 10% on imports and sales of listed goods of services.

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doing business in Guinea-Bissau

registration  Taxable persons include inter alia: procedure  An application is filed at the OAPI office in Guinea-Bissau. An application threshold  an individual or corporation that independently and habitually carries is examined to determine if it complies with formal requirements and in on a business as a manufacturer, trader or a provider of services respect of prior conflicting trade marks. If accepted, the registration subject to sales tax; and certificate will be issued and the trade mark registration published for  an individual or corporation that imports goods. opposition purposes.

general sales  Resident companies are required to account for general sales tax under a oppositions  Opposition may be lodged within six months following the date of tax on imported reverse charge mechanism in respect of imported goods or services advertisement of the registration. No extensions are allowed. goods and supplied by non-resident companies without a permanent establishment in services Guinea-Bissau. duration and  A trade mark registration is effective for an initial period of 10 years and, renewal thereafter, renewable for further periods of 10 years. trade marks

international  Madrid Protocol conventions,  Nice Agreement treaties and  Paris Convention For more information or assistance please contact: arrangements  Trade Mark Law Treaty Celia Becker  World Intellectual Property Organization Executive | Africa regulatory and business intelligence  World Trade Organization [email protected] cell: +27 82 886 8744 *Note This document contains general information and no information provided herein may in any way be

construed as legal advice from ENSafrica, any of its personnel and/or its correspondent firms. Guinea-Bissau is a member of Organisation Africaine de la Propriété Professional advice must be sought from ENSafrica before any action is taken based on the information Intellectuelle (“OAPI”). An OAPI application automatically covers all member provided herein. This document is the property of ENSafrica and consent must be obtained from countries, as the member states had to renounce their national IP laws in order ENSafrica before the information provided herein is reproduced and/or distributed in any way. to become members. It is therefore not possible to file individual national applications in any of the OAPI member states. LAST UPDATED AUGUST 2020

classification  The international classification of goods and services applies. A single application may cover any number of class, however, goods and services may not be included in the same application.

categories of  Provision is made for: trade marks  collective marks;  geographical indications; and  service marks.

filing  Certified copy of the priority document (if applicable); requirements  electronic copy of the trade mark;  full particulars of the applicant; and  Power of attorney, in French or English, simply signed.

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