Options for registering companies in Equatorial Guinea
Equatorial Guinea is a member of the OHADA (Organisation for the Harmonisation of Business Law in Africa), ensuring a unified legal framework for corporate governance. The jurisdiction is a primary hub for hydrocarbons and maritime services in the Gulf of Guinea, offering access to the CEMAC (Economic and Monetary Community of Central Africa) common market.
Corporate establishment is regulated by the OHADA Uniform Act on Commercial Companies. Foreign investment is managed through a "One-Stop Shop" (Ventanilla Única) system designed to consolidate administrative procedures, tax registration and commercial licensing into a centralised process.
Equatorial Guinea offers international investors the following legal structures for establishing a local presence:
Limited liability company (Sociedad de Responsabilidad Limitada - SARL)
- The SARL is the most utilised structure for small and medium-sized foreign subsidiaries. It protects shareholders by limiting their financial liability to the amount of their capital contribution.
- The OHADA Uniform Act permits members to freely determine the minimum registered capital in the company's articles of association. While a nominal figure of XAF 5,000 is legally permissible, an initial capital of US$2,000 (approximately XAF 1,250,000) is typically recommended for operational and banking credibility.
- The structure allows for a single shareholder (Sociedad de Responsabilidad Limitada Unipersonal). In certain strategic sectors, such as oil and gas, local regulations mandate 35% local shareholding and native representation on the board.
Branch office (Sucursal)
- A branch office serves as a direct legal extension of a foreign parent company. It does not possess a separate legal personality or independent assets from its overseas headquarters.
- There is no statutory minimum share capital requirement for the registration of a branch. However, for administrative and practical purposes, an initial working capital of US$1,000 is recommended to facilitate local banking setup.
- Under OHADA law, a branch of a foreign company must be converted into a local subsidiary (such as an SARL) after two years, unless the Ministry of Trade grants a specific, renewable exemption for long-term projects.
Representative office (Oficina de Representación)
- A representative office is restricted to non-commercial, preparatory, or auxiliary activities. It is strictly prohibited from engaging in direct commercial trade, issuing invoices, or generating income within the country.
- This entity type has no minimum share capital requirement. Similar to the branch, an allocation of US$1,000 is recommended for local liaison expenses and administrative compliance.
- The office must register with the Commercial Registry. It is intended for market research and acting as a bridge between the foreign head office and local authorities before a full commercial commitment is made.
To help you choose the right structure, we have created an 'at a glance' summary table for the common company types that outlines key differences in formation processes, requirements and timelines. It serves as a valuable resource for foreign companies looking to set up or expand a business in Equatorial Guinea.
Comparison of the common types of companies in Equatorial Guinea
Information verified against Organisation for the Harmonisation of Business Law in Africa (OHADA)
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