Legal forms of incorporation

  • In Mozambique, the main types of corporate entity are the following
Sociedades por Quotas – LDA (Company by quotas) Sociedade Anónima de Responsabilidade Limitada – SA (Company by shares) Sociedade Unipessoal por Quotas – SUQ (Sole shareholder)
  • LDA company is a limited liability company typically used for medium-sized and small-sized investments.
  • For large investments, it is recommended to create a SA company. No minimum capital is required.

Set-up your foreign investment

Create your local company (if applicable)

Description Requirement
Obtain a certificate of name reservation (certidão de reserva de nome)
  • In order to get the reservation of company name, submit the application form to the Legal Entities Registrar of Maputo (Conservatória do Registo das Entidades Legais).
  • The availability of the company name will be verified.
  • Fees amount at MZN 300 (MZN 100 for the application form, MZN 200 for the certificate of name reservation).
Register your company and ask for publication of the company statutes in the Official Gazette (Boletim da República)
  • To register your company (i.e. get a Registry Certificate), the signed Articles of Association must be submitted at the Legal Entities Registrar (Conservatória do Registo das Entidades Legais).
  • Fees depend on the share capital of the company. The Fee Schedules of the Legal Entities Registrar (Tabela de Emolumentos do Registro das Entidades Legais, Diploma Ministerial 2/2016 of January 6) provides more details on the calculation of fees.
  • To publish the company & statutes in the Official Gazette (Boletim da República) the investor must submit a publication summary to the Imprensa Nacional of Mozambique (fees: MZN 2,820 per 25-line page, source:  Diploma Ministerial nº 79/2017 of December 27).
Obtain an environmental licence (if applicable) from the Environmental Impact Assessment Authority (the Ministry of Land, Environment and Rural Development-MITADER)
  • The environmental licence shall be issued before any other legally required licences.
  • The environmental licensing process consists of three stages:

1. Issuance of the provisional environmental licence, after the approval of the EDPA – this being optional;
2. Issuance of the environmental installation licence, after the approval of the environmental impact assessment (EIA) or SEA and presentation of the approved resettlement plan, if there is such need;
3. Issuance of the environmental operation licence, after the verification of full compliance with the EIA and full implementation of the resettlement plan, in cases where it is necessary. The request must be submitted by filling in the respective form, accompanied by the following documentation:
a) Descriptive report of the proposed activity and the pre-project;
b) Justification of the activity;
c) Legal framework of the activity;
d) Brief biophysical and socioeconomic information of the project area and impact of the activity;
e) Current land use in the area of activity;
f) The available preliminary environmental information sheet, in the form of the required annex, duly filled in;
g) Provisional DUAT (Direito de Uso e Aproveitamento de Terra) of the area available for the development of the project;
h) Operating plan.

  • The EIA is required for almost all development projects affecting the environment (e.g infrastructure, roads, bridges, mining, agriculture, tourism, irrigation etc).
Obtain an Industrial permit (if applicable) at the Ministry of Industry and Commerce (Balcão de AtendimentoÚnico – BAU)
  • To obtain the operating licence, the following documentation is required
  1. Copy of applicant’s commercial certificate;
  2. Copy of applicant’s representative’s identification documents;
  3. The minimum amount of investment;
  4. Copy of applicant’s tax identification number (Numero Único de Identificação Tributária – NUIT);
  5. Where applicable, a copy of the power of attorney granting powers to the signatory of the relevant application.
Obtain a Commercial License at the Ministry of Industry and Commerce (Balcão de AtendimentoÚnico – BAU)
  • Main requirements are the following
  1. Passport with business visa or permit of permanent residence valid for foreigners;
  2. Unique Tax Identification Number (NUIT) ;
  3. Certificate of name reservation;
  4. Certificate of legal entity registration

Apply for investment approval

 

Description Requirement
Obtain the Investment Certificate
  • The application must be done at the Agency for Investment and Export Promotion (APIEX).
  • The investment project proposal shall be accompanied by the required documents for its analysis, namely
  1. Copy of the applicant’s identification document;
  2. Commercial registration certificate or reservation of corporate name of the implementing company;
  3. Plan or drawing of the location where the project will be implemented or the respective lease agreement;
  4. Copy of the commercial representation licence (only when the project implies the establishment of a foreign commercial representation).
  • APIEX is also in charge of delivering the authorisation for investment incentives.
Register with the Central Bank of Mozambique
  • In order to comply with the foreign exchange legislation, the investor has to register the investment with the Bank of Mozambique.
  • This step has to be done within 90 days of the date of authorization or of the actual entry of the amount of the investment.

Notify the commencement of your business

 

Description Requirement
Register with the Mozambique
Revenue Authority 
(Autoridade
Tributária de Moçambique)
  • In order to apply for a NUIT and declare the beginning of business activity, the investor has to provide the following
  1. Specific form (M/01C) duly completed and signed by an accountant and applicant’s representative;
  2. Certificate of name reservation;
  3. Company & registry certificate;
  4. Copy of operating licence(s).
  • This step must be done at least 15 days before the start of activities.
Notify the commencement of your
business at the One-Stop Shop (if
applicable)
  • Depending on its activity, the investor may have to notify the commencement of business or to obtain a business license.
  • The notification shall contain
  1. The application form;
  2. A copy of a valid Identification document;
  3. A legal entity registration certificate or a copy of the publication of the articles of association in the Government Gazette (Boletim da República) and a proof of the quality of the applicant for legal persons;
  4. A copy of the proof of issuance of the NUIT (Unique Tax Identification Number).
Declare the commencement of
activities & register employees
with the Ministry of Labour,
Employment (MITESS)
  • The investor must notify
    (a) the commencement of activities,
    (b) the recruitment of a new employee and
    (c) the schedule of work hours at the Provincial Directorate of Labor, Employment and Social Security (Direcção Provincial do Trabalho, Emprego e Segurança Social).
  • The investor has to provide the following documentation
  1. Communication letter;
  2. Copy of operating licence(s) ;
  3. Copy of declaration of commencement of activity for tax purposes, acknowledged as received by the Mozambique Revenue Authority (Autoridade Tributária de Moçambique).
  • This step must be done at least 15 days before the start of activities.
Register the company and the
employees with the National
Institute of Social Security (Instituto
Nacional de Segurança Social- INSS)
  • The investor has to provide the following documentation:
  1. Application letter;
  2. Copy of operating licences;
  3. Copy of the M/02 form for tax registration;
  4. Copy of employees’ identification documents (including identity documentation, birth certificate, unique tax Identification number).
  • This step must be done within 15 days after the start of the activity (cf. Decree nº 51/2017 of December 3).
  • After the registration of the company, staff can register online.

Do not forget to

Description Requirement
Open a local bank account
Obtain the right to use and benefit
from land (Direito de Uso e Aproveitamento de Terra-
DUAT)
  • To get the DUAT, the investor has to submit an application to the relevant Municipality/Provincial Directorate of Agriculture.
Subscribe a compensation
insurance coverage to protect your
staff
Find an accountant
  • The investor can find accountants here.