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Procedures for Company Incorporation and Registration in Cabo Verde

As an investor eyeing opportunities in Cabo Verde's dynamic economy—driven by sectors like tourism, renewable energy, fisheries, and digital services—understanding the company incorporation process is essential. The archipelago has pioneered business-friendly reforms, notably the "Empresa no Dia" (Company in a Day) initiative, a one-stop-shop service that enables full registration in as little as one day for a nominal fee. This program, governed by Decree-Law n.º 3/2021 and available on key islands like Santiago, São Vicente, Sal, and Boa Vista, has slashed bureaucracy and timelines, making Cabo Verde one of Africa's most efficient destinations for startups and foreign ventures. The overall process typically takes 1-4 weeks, depending on complexity and whether using the streamlined service. This guide outlines the key procedures based on 2025 regulations from the Commercial Registry (Conservatória do Comércio) and recent updates. While general, it's advisable to consult local experts or Pro-Empresa for personalized guidance, especially for regulated sectors like aviation or banking.

See also: Obtaining a Número de Identificação Fiscal (NIF)

Common Types of Companies in Cabo Verde

Before proceeding, familiarize yourself with the primary business structures under the Cabo Verde Companies Code, which emphasize flexibility and low entry barriers:

  • Limited Liability Company (Sociedade por Quotas - Lda): The preferred choice for startups, SMEs, and foreign investors. Requires at least one shareholder (single-member Lda allowed) and one director (who may be the same person), with liability limited to contributions. No minimum share capital is mandated (nominal €0.01 suffices), and no auditor is required unless turnover exceeds CVE 10 million (~€90,000) or staff tops 10. Quota transfers need written agreements with pre-emptive rights.
  • Public Limited Company (Sociedade Anónima - SA): Ideal for larger-scale operations or public offerings. Needs at least two shareholders (or one if another company) and a governance board (minimum three directors, or one for smaller firms). Minimum capital is also €0.01, with registered shares transferable by endorsement. Mandatory supervisory board or auditor for bigger entities.
  • Branches of Foreign Companies: Permits operations without a new entity, but the parent bears full liability. Preferred for testing markets like tourism on Sal, though a local subsidiary (Lda) often unlocks better tax incentives.

Foreign investors enjoy full rights, with 100% ownership permitted in most sectors—no local partner required. Incentives under the Investment Code further ease entry for priority areas.

See also: Business structures available in Cabo Verde

Step-by-Step Procedures for Incorporation and Registration

The process is coordinated by the Commercial Registry under the Instituto Nacional de Cabo Verde (INCV), with "Empresa no Dia" at Banco Nacional Ultramarino (BNU) branches offering integrated commercial, tax, and social security registration. For branches or complex setups, use the full Conservatória process. Here's the breakdown:

  1. Approval of the Company Name Begin by reserving a unique name via the INCV portal or "Empresa no Dia" office, specifying the legal form (e.g., "Lda") and business purpose. The name must not conflict with existing entities and can evoke local culture (e.g., "Morabeza Ltda" for hospitality).

    Requirements: Founders' identification (passport for foreigners, ID for locals); online pre-check recommended. Timeline: 1-3 days (instant via portal). Cost: CVE 1,000 (~€9) for certification.

    Approved names are reserved for 90 days, with a certificate issued.

    See also: Commercial Registry Offices and Empresa no Dia Portal

  2. Drafting and Signing the Act of Incorporation Prepare the Articles of Association (estatutos), a private document outlining structure, objectives, headquarters, capital, and governance. Sign before a notary if including non-cash contributions (e.g., equipment for renewables). Customize beyond Code basics for flexibility.

    Key elements:

    • Founders' details (names, addresses, nationalities).
    • Company purpose (e.g., eco-tourism on Santo Antão), registered address, and nominal capital.
    • Board/management setup and quota/share distribution.

    Requirements: Notarization for assets; lawyer optional but advised for foreigners. Timeline: 2-5 days. Cost: Notary fees CVE 5,000-15,000 (~€45-135), plus stamp duty (0.2% of capital if applicable).

  3. Deposit of Share Capital Open a provisional bank account in the company's name and deposit the nominal capital (€0.01 minimum, but align with needs—e.g., CVE 200,000 for credibility in fisheries). Banks like BNU issue deposit proof. For Lda, 50% upfront if specified; for SA, 30% initially, balance over 5 years.

    Requirements: Name certificate, draft articles, and IDs. Timeline: 1-2 days. Cost: Bank fees ~CVE 2,000 (~€18); no enforcement on minimums.

    Funds release post-registration.

  4. Official Registration Submit articles, name certificate, and deposit proof to the Commercial Registry via "Empresa no Dia" for simultaneous NIF and INPS issuance. Receive a definitive certificate with essentials (name, capital, directors).

    Requirements: All prior docs; apostille/legalization for foreign ones. Timeline: 1 day via "Empresa no Dia"; 7-14 days otherwise. Cost: CVE 2,500 (~€23) for commercial registry; total "Empresa no Dia" fee CVE 5,000 (~€45).

    Registry handles publication prep.

  5. Publication in the Official Gazette Articles publish in the Boletim Oficial da República (BOR) for public notice, mandatory under the Companies Code. Automated post-registration.

    Requirements: None from applicant. Timeline: 1-3 months (often faster digitally). Cost: CVE 3,000-10,000 (~€27-90), based on length.

    See also: Boletim Oficial da República (BOR)

Post-Registration Formalities

With incorporation complete, finalize operations:

  1. Tax Registration Secure NIF from Direcção-Geral dos Impostos (DGI) and declare activity start—integrated in "Empresa no Dia."

    Requirements: Registration certificate, BOR proof, founder details. Timeline: Instant via one-stop; 1-3 days manual. Cost: Included in CVE 1,500 (~€14) fee.

  2. Activity Licensing Obtain sector licenses via Ministry of Industry, Commerce and Energy (MICE), Tourism, or Casa do Cidadão. Simplified for retail (48 hours); full for industry/tourism. Use CAE classification.

    Requirements: NIF, registration docs, business plan for incentives. Timeline: 2-10 days (48 hours simplified). Cost: CVE 2,000-25,000 (~€18-225), per scale/sector.

  3. Social Security and Labor Registration Enroll with Instituto Nacional de Previdência Social (INPS) and Labor Directorate for company/employees.

    Requirements: Employee contracts, schedules; within 15 days of hiring. Timeline: 3-5 days. Cost: Nominal CVE 1,000 (~€9); ongoing 15% employer contributions.