Business in Cabo Verde

Business formation begins with the business model, company name, purpose, registered office, capital and choice of legal form. Possible forms include an individual enterprise (Empresa em Nome Individual (ENI)), a quota company (sociedade por quotas), a single-member quota company (sociedade por quotas unipessoal), a public limited company (sociedade anónima), a single-member public limited company (sociedade anónima unipessoal) and a cooperative company (sociedade cooperativa). Capital is stated in CVE. For a partially paid cash contribution, at least half must be paid immediately; the remainder may be paid no later than three years later. Contributions in kind require a valuation report from an accountant. A company-name admissibility certificate (Certificado de Admissibilidade de Firma (CAF)) is required for the company name. Formation can be completed online through the online company formation service (Empresa Online) or the Unified Portal (Portal Único). Authentication is provided through Autentika authentication (Autentika), the Mobile Digital Key (CMD) or the National Identity Card (CNI); according to the available information, the portal review takes three working days. The fee is based on the applicable schedule. Alternatively, the same-day company formation service (Empresa no Dia) combines formation in one appointment through the citizen service centre (Casa do Cidadão) or the registry office (Conservatória). The historical rule provided for completion immediately or within 24 hours at the latest; the responsible office should confirm current availability and timing. The tax identification number (NIF) is required for formation, legalisation and operational and corporate actions. Before business activity begins, Form 110 (Modelo 110), the declaration of commencement of activity, must be filed with the National Directorate of State Revenue (DNRE) or the tax offices (Finanças). Changes must be reported within 15 days. Commercial registration and the NIF do not automatically authorise every activity: depending on the sector and location, permits, inspections, insurance, qualification evidence or municipal use approvals may also be required. For trade and imports, the Chamber of Commerce (Câmara de Comércio) and the Commerce Portal (Portal do Comercio) handle the relevant procedures. Typical documents include the NIF, registry extract, articles of association, Modelo 110, and identity and suitability evidence; health checks or inspection fees may also apply. Industrial businesses go through the Industrial Registry (Cadastro Industrial), a provisional licence, an inspection (Vistoria) and then the definitive licence. Construction companies need an operating licence (Alvará) by class and category as well as evidence of economic, financial and technical capacity. Other regulated activities are handled by the responsible specialist authority. The specific licence requirement follows from the activity and location and cannot be determined from formation alone. The regime for micro and small enterprises is known as the special regime for micro and small enterprises (REMPE). According to the DNRE description, micro-enterprises have up to five employees and/or turnover of up to 5,000,000 Escudos; small enterprises have six to ten employees and/or turnover above 5,000,000 and below 10,000,000 Escudos. The simplified regime does not apply to every sector or group of persons; professional freelancers may in particular be excluded. An alternative is the organised accounting regime (RCO). REMPE provides simplified record-keeping, invoicing, tax and social-security rules; the DNRE states a quarterly turnover tax (TEU) of 4 percent of turnover, while current thresholds, special rules and the specific classification should be checked before registration. Legal entities are subject to corporate income tax (IRPC). Individuals with business or professional income fall under Category B of personal income tax (IRPS). Value-added tax (IVA) applies to taxable supplies, services and imports. Depending on the regime, ongoing obligations include invoicing, record-keeping, archiving, annual and information returns, withholding tax and the relevant IVA returns, including Form 106 (Modelo 106). Deadlines and forms depend on the applicable regime and the calendar of the DNRE or the Porton di Nôs Ilha public services portal (Porton di Nôs Ilha); REMPE rules must not be equated with the rules of organised accounting or IVA. Employers and self-employed workers (Trabalhador por Conta Própria (TCP)) pay contributions to the social security institute (INPS). Employer registration requires, among other things, an operating licence, publication of the formation in the Official Gazette (Boletim Oficial), the NIF and proof of representation. According to the INPS, the employer notification should be made within 15 days after business operations begin. Employees and TCPs must be registered within 30 days from the start of activity. Contributions are due by the 15th day of the following month and can be paid through a payment document (Documento de Cobrança), bank, portal, ATM, home banking, QR or POS. For investment projects, the investment promotion agency (Cabo Verde TradeInvest) provides an interface. The process may include investor registration, project assessment, an Investment Certificate, and registration and monitoring. Tax, customs, property or stamp benefits under the Tax Benefits Code (Código de Benefícios Fiscais) depend on the project, sector, legal form, recognition and evidence; formation alone does not create an automatic entitlement. The business support agency (Pró Empresa) supports micro, small and medium-sized enterprises technically and financially and assists with innovation, formalisation and competitiveness. Programmes such as StartUp Jovem, Promeb, Express+, Pró Crédito, Fomento do Microempreendedorismo, Fomento Empreendedorismo Jovem and Empreender Universitário each have their own target groups and conditions. The Stimula Empreenda+ financing line (Stimula Empreenda+) works with financial institutions and may require, among other things, nationality or a valid residence card, no outstanding debts with Finanças and INPS, age, women’s or capital requirements, and qualification evidence; financing is not guaranteed. Informal self-employment and small-scale trade are a functional alternative to a formal business structure in Cabo Verde, but they do not provide the same rights and access. Pró Crédito expressly supports the transition from informal production into the formal economy, including through better credit conditions and organised accounting. Formal businesses must operate within their registered purpose and their tax, licensing and social-security parameters and comply with ongoing evidence, payments, invoices, retention and reporting requirements. Requirements may differ between islands, municipalities and specialist sectors. For closure, a Declaration of Cessation of Activity (Declaração de Cessação de Actividade) must be filed with the DNRE within 30 days. Tax returns, outstanding debts and archives must be finalised; INPS, licences, the municipality and the responsible specialist offices must also be notified or deregistered. For a company, the dissolution resolution is generally followed by liquidation and commercial-register entry. A simplified procedure is available where there is a unanimous resolution and an express absence of assets and liabilities. Under the regular procedure, dissolution should be registered no later than three months after the resolution; completion of liquidation and accounts may take up to five years, and the closing registry entry should be made within three months after approval. A debt situation that cannot be orderly resolved falls under the procedure in the Code of Recovery and Insolvency (Código de Recuperação e Insolvência) and is not the same as voluntary cessation. Formation costs do not have one nationwide amount. They depend on the legal form, registry, licence, inspection, municipality and specialist sector; under REMPE, certain formation and registry fees may be reduced or waived under the applicable law. For specific decisions, the DNRE, INPS, PEO, Casa do Cidadão, Conservatória, the responsible municipality and the relevant specialist authority should confirm current deadlines, fees, thresholds and permits.