The new Commercial Code of Mozambique
Mozambique's business registration process is streamlined through the One-Stop Shop (Balcão de Atendimento Único - BAU) and governed primarily by the Commercial Code (Código Comercial), approved by Decree-Law No. 1/2022 of May 25, which came into force in 2022 and partially repealed the previous Commercial Code (Decree-Law No. 2/2005 of December 27).
This code regulates the formation, registration, and operation of commercial entities, defining acts of commerce, company types, and obligations for registration to ensure validity against third parties. Complementary laws include the Private Investment Law (Law No. 8/2023 of June 9), which facilitates foreign direct investment (FDI) and outlines incentives, and the Legal Entities Registry Regulations (Decree-Law No. 1/2024 of March 8), which introduced beneficial ownership registration requirements.
The process is overseen by the Agency for the Promotion of Investment and Exports (APIEX) under the Ministry of Industry and Commerce, with registration handled at Commercial Registry Offices (Conservatórias do Registo Comercial) or via the Electronic One-Stop Shop (E-BAU).
As of September 2025, no major regulatory changes to the core registration process have been enacted since the 2024 registry updates, though ongoing reforms (e.g., judicial and labor law revisions) may impact operations.
The World Bank's last Doing Business assessment (pre-2020) ranked Mozambique 138/190 for ease of starting a business, with an average of 17 days and 7 procedures, but APIEX reports faster timelines (10-30 days) via digital tools.
Foreigners can own 100% of most entities without a local partner, except in restricted sectors like mining or fishing.
Key Innovations and Changes
The new Commercial Code introduced a number of major innovations and made substantial changes to existing corporate structures, legal processes, and governance rules.
1. Introduction of the Simplified Joint Stock Company (SAS)
The creation of the Simplified Joint Stock Company (Sociedade Anónima Simplificada - SAS) is considered one of the code's most significant and novel features. This new business type was specifically designed to offer greater flexibility and ease of creation, making it an ideal option for startups and small-scale investors.
Formation: An SAS can be formed by one or more individuals or legal entities.
Limited Liability: Each shareholder's liability is limited to the value of the shares they have subscribed for.
Modernization of Company Classifications and Governance
The new code replaces the previous system with a detailed classification of companies based on specific criteria, and it modernizes rules for corporate management.
Company Classification: A new classification system categorizes companies as micro, small, medium, or large based on a combination of employees and annual turnover. For manufacturing companies, the criteria also include initial investment and installed power. This new classification system is used for various purposes, including determining eligibility for hiring foreign employees and for contracting with the State.
Digitalization of Corporate Acts: In a move to reduce bureaucracy, the new code allows for the publication of company acts to be made on an internet site, in addition to the traditional publication in the Official Gazette (Boletim da República). It also permits General Assembly meetings to be held via "technological means," such as video conferencing, as long as the identity of the participants and the authenticity of their declarations can be guaranteed.
New Corporate Bodies: The code formally introduces the role of a "Company Secretary" as an optional corporate body. It also defines new fiduciary duties for company directors, such as a duty to keep confidential information and to disclose relevant facts to the market in a timely manner.
Changes to Existing Structures: The new code made several important changes to existing corporate types. For Private Limited Companies (LDAs), the notice period for a General Assembly meeting was reduced from 30 days to 15 days. It also eliminated the limited partnership company (sociedade em comandita) as a legal option.
Other Notable Changes
The code introduced a range of other updates to streamline business processes and enhance legal clarity:
Sole Proprietorship: The code now provides a formal definition of a sole proprietor as an individual who professionally and habitually engages in business activity.
Limited Liability for Sole Proprietors: It specifies that a sole proprietor can institute limited liability for their business, where only the assets declared in the registration are liable for business debts, rather than their personal fortune.
Statute of Limitations: The statute of limitations for the company's rights against its partners, managers, and liquidators (and vice-versa) was reduced from five years to three years.
Liquidation Process: The code contains new rules on the winding up and liquidation of companies, with the objective of facilitating the end of a company's life. It also allows for the reopening of a liquidation process if new assets of the defunct company are discovered after the process has been completed.
Beneficial Owner: The code introduces the concept of a "beneficial owner" (beneficiário efectivo) and requires companies to maintain accurate and updated information about the identity of their beneficial owner.
