Business Registration in São Tomé and Príncipe
São Tomé and Príncipe's business registration process is governed primarily by the Investment Code (Decree-Law No. 19/2016 of November 17), which promotes private investment, provides incentives, and ensures equal treatment for investors. This code replaced earlier frameworks and is complemented by the Tax Benefits Code (Decree-Law No. 15/2016), the Labor Code (updated in 2019), tax regulations under Law 10/2009, and anti-money laundering laws. The outdated Commercial Code of 1888 still applies in limited contexts but has been largely superseded by modern reforms to reduce bureaucracy and align with international standards. It emphasizes transparency, such as beneficial ownership disclosure, and simplifies procedures for company formation.
All registrations occur through the One-Stop Shop (Guiché Único - GUE), administered by the Agency for Promotion of Commerce and Investment (APCI) under the Ministry of Planning, Finance, and Blue Economy.
Foreign investors must comply with the same rules as locals, with 100% foreign ownership allowed in most sectors (exceptions for strategic areas like military or central bank operations).
APCI provides guidance and is mandatory for those seeking incentives under the Investment Code. As of 2025, the process typically takes 1-5 days (24 hours expedited) and costs STN 5,150-10,190 (about $230-456), depending on entity type and expedited options.
Below is a comprehensive overview of the requirements, structured by key stages. This is based on official sources including APCI guidelines, the Investment Code, and World Bank Doing Business metrics (archived but reflective of ongoing practices).
Choosing a Business Structure in São Tomé and Príncipe
Foreign investors seeking investment approval and incentives
A key point for foreign investors is the distinction between the general GUE process and the specific path recommended by APCI.
Foreign investors seeking investment approval and incentives are directed to submit a project application to APCI first, and only after approval does the business registration at the GUE occur. This two-track system underscores the need for foreign investors to engage with APCI early in the process to ensure access to incentives and a more guided path to compliance. The reliance on a hybrid of physical and electronic processes suggests that investors should prepare for bureaucratic friction and plan for a more conservative timeline than the fastest advertised rates.
Registration Process (Step-by-Step)
The process is centralized at GUE in São Tomé or regional offices. Documents must be in Portuguese (translations notarized). Digital submission is encouraged via the GUE portal.
Draft Articles of Association (Estatutos): Notarize a private contract or public deed outlining company purpose, capital, shareholders, directors, and registered office. Requires ID/passports of all parties. Costs ~STN 5,000 ($220) for notary.
Commercial Registration: Submit to GUE: Name reservation certificate. Notarized articles. Shareholder/director IDs (passports for foreigners). Proof of capital deposit. Form for registration. Takes 3-5 days; issues Commercial Registry Certificate. Cost: ~STN 3,000-10,000 ($130-450).
Publication: Publish articles and incorporation notice in the Official Gazette (Diário da República) via the National Printing Office. Digital publication allowed. Takes 2-3 days; cost ~STN 2,000 ($90).
Tax Registration: At the Tax Authority (Direcção dos Impostos): Obtain Unique Taxpayer Number (NIF). Register for VAT (15%) if turnover >STN 100,000/year.
Declare business commencement. Free; takes 1-2 days. Required for all entities.
Social Security and Labor Registration: If hiring employees: Register with National Institute of Social Security (INSS) within 30 days of operations. Enroll with Ministry of Labor. Comply with quotas (e.g., preference for local workers); minimum wage ~STN 2,500/month. Costs minimal; ongoing contributions 20-25% of payroll.
Sector-Specific Licenses: Via GUE or relevant ministry (e.g., Commerce for trade; Environment for EIA under environmental laws). Simplified for small businesses; takes 10-30 days. Costs vary (STN 2,000-20,000).
Bank Account and Operations: Open a corporate account post-registration (requires NIF and certificates). Declare start of activities to Tax Authority to avoid penalties.
Timeline: expect delays. Remote setup possible for foreigners via power of attorney.
Post-Registration Obligations
Licensing
After the company is formally registered, several additional steps are required to ensure full legal operation:
Tax Registration (NIF): The newly incorporated company must obtain a Tax Identification Number (NIF) from the Tax Authority.
Publication in the Official Gazette: The company's statutes must be published in the Diário da República (Official Gazette), a process that can take up to 90 days. The Investment Code also provides for the online publication of corporate acts, a move to modernize and reduce bureaucracy.
Obtaining a Business License: Depending on the nature of the business, a commercial or industrial license is required. The authority for issuing this license varies with the scale of the business, ranging from the Minister of Trade and Industry for large entities to the Provincial Governor for smaller ones.
Social Security Registration: All businesses must register their employees with the National Social Security Institute (INSS) to comply with labor regulations.
Annual Reporting: File audited accounts (if SA or turnover >STN 100,000) with Commercial Registry by May 31. Update UBO changes within 30 days. Taxes: Corporate income tax 25%; file annually. VAT returns monthly/quarterly. Compliance: Maintain registered office; appoint a company secretary for record-keeping. Anti-money laundering rules require KYC on transactions. Incentives: Register with APCI for FDI benefits (e.g., duty exemptions)