FREQUENTLY ASKED QUESTIONS
The SA and the SARL have in common that they are both Companies in which the partners or shareholders are only liable for the debts of the Company up to the amount of their contribution. The SARL is a partnership, suitable for business projects on a human scale, of the family type; which implies that the shares can only be transferred by contract. Its management bodies give it more flexibility in terms of creation and operation. The SA is a capital company, which is generally reserved for large-scale projects, or with strong development prospects. Its shares can be transferred freely. It requires the appointment of an auditor, and its mode of administration is more rigid. It is more credible with financial partners and is suitable for financing and capital raising operations.
Article 311 of the revised Uniform Act on commercial companies and economic interest groups (AUSGIE) sets the amount of minimum share capital at 1,000,000 CFA francs. However, in this same provision, the Ohada legislator leaves a certain latitude (“unless national provisions to the contrary”) to the national legislator as to the setting of a minimum share capital. In the Comoros, Order 15-002/MJFPRADHAI/CAB, of February 17, 2015 relating to the Constitution and the Release of the Capital of the Limited Liability Company, sets a minimum share capital of 100,000 Comorian francs (i.e. approximately 130,000 CFA). AUSGIE sets a minimum share capital for public limited companies of 10,000,000 CFA francs, which is the equivalent of 7,500,000 Comorian francs (Art. 387). No derogation from this amount is permitted.
For both types of companies, it is possible to incorporate them with at least one
The creation of companies is governed by the revised Uniform Act on commercial companies and economic interest groups (AUSGIE). Specifically, the creation procedure is provided for by the 2019 Interministerial Order amending the Order of October 25, 2012 setting the procedures for recording business activity declarations. It generally takes place in 3 phases: 1- Information: The founders contact the ANPI or go there to obtain information on commercial companies and business creation procedures. During this phase, an information sheet containing all the information necessary for the creation of their business is given to them; they are entered in the visitation register. 2- Filing of the file: The founders go to the ANPI, with the documents to be provided, for the filing of the statutes and minutes. During this phase, if they have not yet established statutes, a pre-established model is made available to them and their information is integrated into it. The founders sign and initial the statutes and minutes and proceed to the cash payment of the creation costs. 3- Registration: An ANPI liaison officer is responsible for forwarding the business creation file: - At the study of a notary for the authentication of the statutes and issuance of the DNSV. During this phase, the founders deposit their capital in a banking institution against receipt (issuance of a capital payment slip). - At the Estates Department (Tax Administration) for the registration of statutes and affixing of tax stamps - At the Registry of the Commercial Court for registration with the RCCM Nota Bene: a) When the activity to be created is regulated, the file is sent to the service/department concerned to obtain special authorization (provisional authorization) before submitting the application to the registry of the Commercial Court.
The legal deadlines for obtaining the RCCM are as follows: - 6 hours for the declaration of entrepreneurial activity, - 24 hours for natural persons - 72h for legal entities
The difference lies solely in the production for foreigners of a visa valid it
Foreigners are subject to the same conditions as nationals (Cf. Question n°4) with the only difference that they must produce an additional residence permit, in particular: - A valid Visa for foreign associates; - A resident card for foreign managers (equivalent to the investor visa) NB: It is possible for foreigners not residing in the Comoros to entrust the management of the company to a resident (national or foreigner).
In the current state, a person abroad wishing to set up his business in the Comoros must mandate another person, located in the Comoros, to carry out the formalities in his name and on his behalf.
From the first stage, promoters benefit from support from ANPI in: - Information and orientation, - Obtaining special authorizations - The reduction of interactions and intermediation with the services of the administration - Follow-up of the processing of files
Conforme explicado acima (Cf. Questão n.º 4), a abertura da conta bancária é feita após o passo de autenticação no notário. Os bancos abrem automaticamente uma conta provisória em nome da empresa em formação assim que for fornecido um documento da ANPI que comprove a constituição da empresa (Estatutos, recibo, etc.) . Deve saber que esta conta só estará acessível após a emissão do registo comercial. Em caso de rejeição ou abandono, é emitido um certificado aos promotores e entregue ao banco para a liberação dos fundos e o encerramento da conta.
These activities are governed by specific laws (regulated activities). The same is true for certain sectors. To be able to carry out the said activities or, where applicable, in the said sectors, special authorization must be obtained (Cf. Question n°4 – a)). The sectors are: Education (General education, technical training center) Agriculture, fishing and breeding Health (medical clinic, pharmacy, etc.) Teaching Tourism (hotels, restaurants, excursions, etc.) Insurance and Bank Information Telecommunications Security Sea and air transport This list is not exhaustive. In conclusion, we speak of a regulated activity or sector when there is a legal text (law or regulation) which provides for it.
The procedure for creating a subsidiary obeys the provisions of the revised AUSGIE cited above, in particular in its article 179 which provides that "a company is the parent company of another company when it owns in the second more than half of the capital. The second company is the subsidiary of the first”. Once this condition is satisfied, the subsidiary can take the legal form among the forms provided for in the Ohada space and the creation follows the procedure provided for in question n°4 mentioned above, with the difference that, in addition to the documents to be provided, the founders are asked to produce the RCCM (or registration certificate) of the parent company.
In accordance with the Uniform Act of December 15, 2010 relating to the law of cooperative societies (AUSCOOP), there are two forms of cooperative societies, namely: - simplified cooperative societies (SCOOPS) with at least 5 members, - and cooperative societies with a board of directors (COOP-CA) with at least 15 members. It should be specified that these companies may practice in all sectors, fields or branches of human activity.