Comoro Island stipulates the following legal forms for doing business in the country:

Company (Limited Liability or Public Limited);
Partnership (General, Limited or SEP);
Joint Venture; and
Foreign Business (Subsidiary, Branch).

Company (Limited Liability or Public Limited)

Companies can be formed either as Limited Liability Companies (SARL) or as Public Limited Companies (SA).

Key aspects of a Limited Liability Companies (SARL) include:

Minimum share capital required is KMF 750,000;
Minimum one shareholder is required of any nationality;
Maintenance of annual financial statements is mandatory;
Minimum one manager is required. The manager can be a natural person or a legal entity based in/ residing in/ citizen of any country; and
Shareholder’s liability is limited to their contribution in company.

Key aspects of a Public Limited Company (SA) include:

Minimum share capital required is KMF 7.5 million;
Shares can be offered to public;
Can be formed by a minimum of one shareholder of any nationality;
Shareholder’s liability is limited to their contribution in the company;
Maintenance of annual financial statements is mandatory; and
Mandatory to appoint a statutory auditor.

Partnership (General, Limited or SEP)

General Partnership includes general partners with unlimited liability. They are jointly liable for all the obligations of the firm.

Limited Partnership consists of at least one general partner and few limited partners. General partners have unlimited liability whereas the limited partners have liability limited to their contribution.

SEP is similar to general partnership but has no legal status and hence it is not allowed to conclude contracts. The partners of a SEP can conclude contracts in their personal capacity.

Joint Venture

Joint Venture is an Economic Interest Group that facilitates or develops the economic activity of its members.

Foreign Business (Subsidiary, Branch)

Foreign entities can own 100% shares of an LLC, hence, can operate through a subsidiary in Comoro Island. Foreign investment is permissible in all the sectors. However, for few industries such as telecommunication, oil & gas, banking & ﬁnance, water & electricity and airlines, speciﬁc government approval is required.

Foreign businesses can conduct their operations in Comoro Island through a branch office. The operations of the branch office are predetermined by the parent company. Branch is not regarded as separate legal entity from its parent entity.

If the parent company of the branch is located outside of OHADA, then the branch is considered as temporary. 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
Ministry of Finance and Budget – click here
Invest in Comoro Island – click here

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