South Sudan provides several business forms for investors, of which the main forms include:

Company (Private Limited Liability Company or Public Limited Liability Company)
Partnership
Joint Venture
Foreign Business (Subsidiary or Branch or Representative Office)

Company

Companies can be formed as Limited Liability Companies ('LLCs'), which can be either private or public companies. Private LLCs in South Sudan are classified as small, medium or large enterprises. Medium and large enterprises require local interest of at least 31%.

The key aspects of Private LLC include:

Shareholders' liability is limited to their contribution in the company
No minimum capital requirement
Minimum 2 shareholders and maximum 50 shareholders are permitted
Minimum 1 director is required
Shareholders & directors can be of any nationality and need not be resident in the country
Shareholder & director can be an individual or a company
Not permitted to offer shares to the public

The key aspects of Public LLC include:

Shareholders' liability is limited to their contribution in the company
No minimum capital requirement
Minimum 7 shareholders and 1 director are required
Shareholders & directors can be of any nationality and need not be resident in the country
Shareholder & director can be an individual or a company
Can offer shares to the public

Partnership

A partnership is formed when two or more persons agree to carry on a business for profit as co-owners. Partnerships can be formed as general partnerships where partners are jointly and severally liable for the obligations of the partnership firm. The number of partners in a partnership cannot exceed 20, except where a partnership is formed for the purpose of carrying on a profession, in which case the number of partners cannot exceed 50.

Joint Venture

Joint ventures can be formed between natural persons or legal entities by agreement to pursue a common business goal. A foreign entity can also be a party to a joint venture, subject to certain restrictions. A joint venture may be set up either as a Partnership or a Private or Public LLC.

Foreign Business (Subsidiary, Branch, Representative Office)

Foreign companies can conduct their operations in South Sudan through the constitution of a Subsidiary, Partnership, Joint Venture, Branch Office or a Representative Office. A Subsidiary can be formed as a private or public LLC with 100% foreign holding, subject to certain restrictions. According to the Investment Promotion Act, 2009, the minimum capital requirement for establishing a foreign-owned subsidiary in South Sudan is the equivalent of USD 100,000.

Branch is not considered as a separate legal entity in South Sudan. Its operations are pre-defined by the foreign parent company. Branch Office is required to have a registered office and appoint a resident representative, on behalf of the foreign parent company in South Sudan.

Representative Office is not regarded as separate legal entity in the country. It is not permitted to carry out business or commercial activities in the country. It is only permitted to conduct market research and to promote products and services of the parent company within South Sudan. A Representative Office of a foreign entity is also required to be registered in the territory of South Sudan. Representative Office is also required to appoint at least 1 representative on behalf of the foreign parent entity.

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