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1.1.1. Main Forms of Doing Business

Guinea recognizes the following main business forms for operating in the country:

  • Company (Limited Liability or Public Limited); and
  • Foreign Business (Branch or Representative Office or Subsidiary).

Company

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

Key aspects of a Limited Liability Company include:

  • Its name is preceded or followed by “société à responsabilité limitée” (SARL);
  • Can be formed by a minimum of 1 shareholder and 1 director;
  • Minimum capital requirement is GNF 100,000; and
  • Liability of the shareholders is limited to their contribution.

Key aspects of a Public Limited Company (or Corporation) include:

  • Its name is preceded or followed by ‘société anonyme’ (SA);
  • Can be formed by a minimum of 1 shareholder and 1 director;
  • Shares can be issued to the public;
  • Liability of the shareholders is limited to their contribution;
  • Shares are freely transferable; and
  • Minimum share capital requirement is GNF 50,000,000.

Foreign Business

Foreign business can conduct their operations in Guinea through the constitution of a branch office or a representative office or a subsidiary. Subsidiary company can be LLC or Corporation.

Representative office is not regarded as a separate legal entity from its parent. It is only allowed to promote the activity of its foreign parent and is not allowed to carry out any independent commercial or production activity in Guinea.

Similar to the representative office, a branch also does not have a legal personality separate from its principal. However, a branch can conduct commercial activities in Guinea. A branch must have at least 1 director to represent its operations in Guinea. 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
  • Ministry of Economy and Finance – click here