Equatorial Guinea provides several business forms for investors, of which the main forms include:

Company (Limited Liability, Public Limited);
Limited Partnership; and
Foreign Business (Subsidiary, Branch).

Company

Companies can be formed either as Limited Liability Company or as a Public Limited Company. The most common form of setting up a business is the Limited Liability Company.

Limited Liability Company

The key aspects of a Limited Liability Company include:

Minimum share capital of XAF 100,000 is required (reduced from XAF 1 million by Presidential Decree of 24 April 2020);
Minimum 1 director and 1 shareholder of any nationality is required;
Local representative is required if the director is not a resident in Equatorial Guinea;
Mandatory to appoint an auditor; and
Mandatory to maintain accounting books in French at the registered office in Equatorial Guinea according to OHADA laws.

Public Limited Company

The key aspects of a Public Limited Company include:

Minimum capital of XAF 1 million is required to be paid-in full at the time of incorporation;
Minimum 3 directors and 1 shareholder of any nationality is required;
Local representative is required if the director is not a resident in Equatorial Guinea;
Mandatory to maintain accounting books in French at the registered office in Equatorial Guinea according to OHADA laws; and
Shares can be offered to public.

Limited Partnership

The key aspects of a Limited Partnership include:

Minimum capital of USD 1 is required;
Minimum 2 partners and 1 managing director of any nationality is required;
Partners of the firm are jointly liable for the company’s debt limited to their share of contribution; and
All incorporation documents are required to be submitted in French.

Foreign Business (Subsidiary, Branch)

Foreign companies can conduct their operations in Equatorial Guinea through the constitution of a subsidiary or branch office. A subsidiary can be formed as a Limited Liability Company or a Public Limited Company or as a Limited Partnership with 100% foreign holding. Note, however, that pursuant to Law N. 124/2007, the share capital of foreign companies operating in the petroleum sector must be held for at least 35% by at least 3 Equatorial Guinean companies or individuals (unless the local partner is the State oil company (EGPetrol) or the State gas company (SONAGAS)). Also, one-third of the board of directors must be comprised of nationals of Equatorial Guinea.

The branch of a foreign entity is not regarded as a separate legal entity in Equatorial Guinea and its operations are defined and controlled by the foreign parent entity. The branch office is required to appoint at least one resident representative on behalf of the foreign parent entity. Pursuant to the revised OHADA rules, the branch must be converted into a subsidiary within 2 years of operations. The conversion obligation may be postponed by ministerial authorization for a similar period of 2 years but only once and only for companies subject to a “special regime”. Prior to the 2014 revision of the OHADA rules, the conversion obligation could be postponed by ministerial authorization multiple times and without the limitation to those entities benefitting from a “special regime”.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references:

“Doing Business” report from World Bank – click here
Reports and publications from OECD – click here
Reports and publications from IMF - click here
Reports and news from Tax Justice Network – click here
Taxation overview in Equatorial Guinea (Spanish) – click here
Invest in Equatorial Guinea - click here
Ministry of Mines, Energy and Industry – click here

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