Business in São Tomé and Príncipe

The Guiché Único Para Empresas (GUE) and the Direcção Geral dos Registos e do Notariado (DGRN) handle the main company-registration steps. The process normally includes a Certidão de admissibilidade for the business name, a digital Estatuto or Pacto Social, identity documents and, where applicable, residence documents, powers of attorney, translations or legalized corporate records. A resident foreign applicant generally submits two passport copies and a valid residence card. A non-resident foreign applicant generally submits two passport copies, a national tax-card or NIF document, contact details and, where required, a legalized power of attorney. A corporate shareholder may need a foreign commercial-register or licence document and a legalized copy of its shareholder resolution. The current GUE fee for registering a sociedade is 5,190 Dbs with normal processing in three days or 10,190 Dbs with urgent processing in one day. Registration as an Empresário Comercial pessoa singular costs 500 Dbs with one-day processing. A Sucursal costs 5,190 Dbs with processing listed as three to five days. Registering a company amendment costs 3,150 Dbs normally or 5,650 Dbs urgently, plus 2,500 Dbs for each new registration. Updating the register costs 1,500 Dbs. A refund after withdrawal is not guaranteed. A representative or lawyer may act for the applicant, but direct online formation is not established by the available evidence. The business must also check whether its activity requires an Alvará or another sector licence. Activities listed in tables A, A1, A2, B and C are exempt from the licence or Alvará requirement but remain subject to an annual operating fee. Activities outside those tables may require a licence from the responsible authority. The decision can take up to 15 working days, with internal opinions generally due within 72 hours. Street trading, quitandas and similar activities are licensed by the relevant Câmara Distrital or by the Região Autónoma do Príncipe. The Direcção dos Impostos (DI), the tax authority, requires a declaração de início de actividade to be filed electronically at least 15 days before operations begin. The DI can review the notification within 30 days and may apply tacit acceptance afterward. After receiving a licence decision, the business must notify the DI for tax, contribution and licensing purposes. The normal VAT rate is 15%. Under Anexo I, the VAT rate applies to 50% of the invoice basis. The special regime under Decree-Law 12/2023 applies a 5% turnover charge below 1,000,000 Dbs and a fixed charge below 100,000 Dbs, calculated as 2% of one twelfth of 100,000 Dbs, or 167 Dbs per month. Invoices under the special regime must be marked “IVA – Regime Especial”. Periodic VAT returns are filed electronically by the last day of the following month, and an invoice must generally be issued within eight days after the tax event. The business must use DI-approved invoicing software, keep sales and purchase records in an orderly manner and maintain accounts under national standards set by the Comissão de Normalização Contabilística. Changes must be reported within 30 days, and cessation must be reported to the DI within 30 days. The DI may declare cessation officially when it determines that the business is no longer operating. The Autoridade Geral Aduaneira (AGA) and the Guiché Único de Comércio handle import and export processes. Customs charges, supply-chain disruption and foreign-exchange exposure can materially affect a business that relies on imported goods or equipment. Electricity can be expensive and unreliable, and limited connectivity, climate exposure and the small remote-island market can affect delivery, production and growth. The Agência de Promoção de Comércio e Investimento (APCI) supports investment promotion, business facilitation and public-private dialogue. Under the Investment Code in Decree-Law 19/2016, investments from EUR 50,000 may generally qualify for access to guarantees or tax incentives under the Fiscal Benefits Code, but access depends on the project and sector and is not automatic. The CRIP/APCI application process is used for incentive applications. The Direção do Empreendedorismo and REINA provide incubation, training, mentoring and networking through programmes whose availability and eligibility can depend on calls or target groups. Young Entrepreneur and Empreende Jovem programmes focus mainly on young participants and do not create a general entitlement to funding. Formal capital access remains fragmented, and these programmes should not be treated as a guaranteed startup-financing source. A company can be dissolved and extinguished through the GUE. Typical documents include a current commercial-register extract, a legalized shareholder record, a balance sheet showing no claims or debts, a DI tax and compliance certificate, identity documents and, where relevant, a power of attorney. The GUE fee is 3,150 Dbs for normal three-day processing or 5,650 Dbs for urgent one-day processing. A company without evidence of activity for two years may be subject to automatic extinction under the applicable registration rules. A standardized local process for transferring a business was not clearly established in the reviewed primary sources, so a sale or transfer should receive legal or notarial review rather than being treated as equivalent to a simple company amendment. Formal business activity is established, but micro-business and informal activity remain widespread. Formalization is an explicit policy objective. Registration may be relatively quick, yet sector licensing, tax compliance, translations, notarial work, customs, electricity and connectivity can determine the actual cost and timeline. Employment and labour-law duties arise when staff are engaged, but they are separate from the business-registration system.