Business types and legal structures in Sao Tome and Principe

Business Types for Registration in São Tomé and Príncipe

São Tomé and Príncipe (STP) offers a streamlined business registration process governed by the Investment Code (Decree-Law No. 19/2016) and the outdated Commercial Code of 1888, which has been supplemented by modern reforms to facilitate entrepreneurship.

The system emphasizes transparency, equal treatment for foreign and local investors, and 100% foreign ownership in most sectors (with exceptions for strategic areas like defense).

All registrations are handled through the One-Stop Shop (Guiché Único - GUE), under the Agency for Promotion of Commerce and Investment (APCI) and the Ministry of Justice, Public Administration, and Parliamentary Affairs.

GUE checks name admissibility, handles commercial and statistical registration, taxpayer and social security enrollment, and issues certificates.

As of September 2025, processes take 1-5 days normally (24 hours urgent), with costs in São Tomé and Príncipe Dobra (STN; ≈ €0.0408 per STN). Documents must be in Portuguese, with notarized translations if needed. Foreigners can use power of attorney for remote setup.

Below is an overview of key business types, based on official APCI/GUE guidelines and recent practices.

One-Person Company (Sociedade Unipessoal por Quotas - Single-Member LLC)

Ideal for solo entrepreneurs or small operations. The sole owner (natural or legal person) has limited liability, with only company assets at risk for debts. Minimum share capital: 20,000 STN (€816). Company name must include "Unipessoal, Limitada" or "Unipessoal, Lda."

Requirements and Documents:

Admissibility certificate (name reservation).

Copy of ID/passport and NIF (tax ID); if married, spouse's ID/passport and NIF.

Digital statutes (bylaws) outlining social object (purpose), headquarters, and reference.

Power of attorney (notarized) for non-resident foreigners.

Shared Company (Sociedade por Quotas - Multi-Member LLC)

Suitable for partnerships or small to medium businesses with multiple shareholders. Liability is limited to contributions, promoting shared risk. Minimum share capital: 150,000 STN (€6,122).

Requirements and Documents:

Admissibility certificate.

Copies of shareholders' ID/passport and NIF; if married, spouse's ID/passport and property regime.

Minutes of general assembly (notarized) if a partner is another company.

Digital statutes, social object, headquarters, surrounding reference, contact.

Power of attorney for non-residents.

Society (Sociedade Anónima - Joint Stock Company)

Designed for larger enterprises with shares that can be publicly traded. Offers flexibility for raising capital but requires more governance. Minimum share capital: 350,000 STN (€14,286).

Requirements and Documents:

Admissibility certificate.

Copies of shareholders' ID/passport and NIF; if married, spouse's details.

Digital statutes, social object, headquarters, surrounding reference, contact.

Power of attorney for non-residents.

Branch Registration for Foreign Companies

Foreign entities can establish a branch or subsidiary without forming a new local company.

Requirements and Documents:

Foreign company registration certificate.

Permit/license.

Parent company statutes.

General assembly minutes (notarized) detailing headquarters, NIF, commercial number, allocated capital, representative appointment, and activities.

Proof of no insolvency/bankruptcy.

Representative's ID/passport.

Dissolution/Extinction of Company

To wind up operations legally.

Requirements and Documents:

Updated commercial certificate.

Notarized dissolution minutes.

Accounting balance sheet showing no debts/credits.

Negative debt certificate (Tax Department).

Debt clearance (INSS - Social Security).

Members' ID/passport.

Power of attorney for non-residents.