Business Registration in Mozambique

Mozambique's business registration process is governed primarily by the Commercial Code (Código Comercial de Moçambique), which was updated in 2022 through Decree-Law No. 1/2022 of May 25, replacing the previous 2005 version (Decree-Law No. 2/2005 of December 27). This new code modernizes company formation, introduces new entity types, eliminates outdated ones, and facilitates digital registration and publication to improve the business environment and align with international standards. It emphasizes transparency, such as mandatory beneficial ownership registration, and simplifies procedures to reduce bureaucracy. The code is complemented by the Investment Law (Law No. 3/93, as amended), tax regulations under the Tax Code (Decree-Law No. 1/2014), and labor laws.

All registrations occur through the One-Stop Shop (Balcão de Atendimento Único - BAÚ) or the Legal Entities Registry (Conservatória do Registo das Pessoas Coletivas - CRPC), administered by the Ministry of Justice. Foreign investors must comply with the same rules as locals, with 100% foreign ownership allowed in most sectors (exceptions for strategic areas like mining or defense).

The Agency for Promotion of Investments and Exports (APIEX) provides guidance but is not mandatory for registration unless seeking incentives. As of 2025, the process typically takes 17-30 days and costs MZN 10,000-50,000 (about $150-750), depending on entity type and sector.

Below is a comprehensive overview of the requirements, structured by key stages. This is based on official sources including APIEX guidelines, the Commercial Code, and World Bank Doing Business metrics (archived but reflective of ongoing practices).

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Foreign investors seeking investment approval and incentives

A key point for foreign investors is the distinction between the general BAU process and the specific path recommended by APIEX.

Foreign investors seeking investment approval and incentives are directed to submit a project application to APIEX first, and only after approval does the business registration at the BAU occur.

This two-track system underscores the need for foreign investors to engage with APIEX early in the process to ensure access to incentives and a more guided path to compliance. The reliance on a hybrid of physical and electronic processes suggests that investors should prepare for bureaucratic friction and plan for a more conservative timeline than the fastest advertised rates.

Step-by-Step Registration Process

The process typically involves 5-7 procedures, taking 10-30 days (faster via E-BAU). It can be done at BAU offices in Maputo or provinces, or online for eligible steps.

1. Name Reservation (1-2 days):

Apply at the Commercial Registry (Conservatória) for a "certidão negativa" confirming uniqueness.

Cost: MZN 500 (~$7.50).

Legal Basis: Commercial Code, Article on company denomination.

2. Draft and Notarize Articles of Association (Estatutos) (2-5 days):

Outline purpose, capital, shareholders, management (e.g., board), and address.

Execute via public deed (notary) or private document (signed by all, notarized later).

For foreigners: Power of attorney for a local representative.

Deposit capital in a Mozambican bank (e.g., Millennium BIM); obtain proof.

Cost: Notary fees ~MZN 5,000-10,000 (~$75-150).

3. Company Incorporation and Provisional Registration (3-7 days):

Submit deed to Commercial Registry for provisional entry.

Publish summary of statutes in the Boletim da República (Official Gazette).

Cost: Publication ~MZN 2,000 (~$30).

4. Final Registration at Commercial Registry (5-10 days):

Submit full documents to BAU or Conservatória for definitive registration.

Obtain Commercial Registration Certificate.

Legal Basis: Commercial Code requires this for third-party effects; Decree-Law No. 1/2024 mandates beneficial ownership filing here.

5. Tax Registration (NUIT) (1-3 days):

Register with Autoridade Tributária (Tax Authority) for Taxpayer Identification Number (NUIT).

Automatic for VAT (17%) if turnover >MZN 1 million/year.

Cost: Free.

6. Obtain Business License (Alvará) (5-15 days):

Apply via BAU to Ministry of Industry and Commerce (or sector ministry, e.g., Energy for renewables).

Simplified for micro/SMEs (indefinite validity, low impact).

Includes inspections for health/safety.

Cost: MZN 3,000-20,000 (~$45-300), based on size/sector.

Post-Registration Obligations

Licensing

After the company is formally registered, several additional steps are required to ensure full legal operation:

Tax Registration (NUIT): The newly incorporated company must obtain a Tax Identification Number (NUIT) from the Mozambique Tax Authority.

Publication in the Official Gazette: The company's statutes must be published in the Boletim da República (Official Gazette), a process that can take up to 90 days. The new Commercial Code also provides for the online publication of corporate acts, a move to modernize and reduce bureaucracy.

Obtaining a Business License: Depending on the nature of the business, a commercial or industrial license is required. The authority for issuing this license varies with the scale of the business, ranging from the Minister of Trade and Industry for large entities to the Provincial Governor for smaller ones.

Social Security Registration: All businesses must register their employees with the National Social Security Institute (INSS) to comply with labor regulations.

Annual Reporting: File audited accounts (if SA or turnover >MZN 250,000) with CRPC by May 31. Update UBO changes within 30 days.

Taxes: Corporate income tax 32%; file annually. VAT returns monthly/quarterly.

Compliance: Maintain registered office; appoint a company secretary (new under 2022 Code) for record-keeping. Anti-money laundering rules require KYC on transactions.

Incentives: Register with APIEX for FDI benefits (e.g., duty exemptions). Priority sectors (agriculture, tourism) qualify for reduced rates.