Gambia (officially the Republic of the Gambia) is a small country in West Africa with a smoothly growing economy that attracts foreign businessmen with its flexible tax system and the support of the government of foreign investors. Businesses in The Gambia may be registered as a company, a sole proprietorship, a partnership, or other forms of business.
Procedures For Registering A Company
You are advised to find yourself a legal practitioner who will carry out the following:
Step 1: Name search for company.
Step 2: Notarisation of company statutes.
Step 3: Payment of stamp duty and deposit of corporate tax with Commissioner of Income Tax.
Step 4: Registration at the Commercial Registry in Banjul. Fees are incremental depending on the share capital of the company.
Step 5: Get an operational license from either Kanifing Municipal Council or Banjul City Council.
Step 6: Send copies of contracts of employment to the Department of Trade & Industry.
Step 7: Register employees with the Social Security Corporation.
Business registration certificate
The certificate of registration or a certified copy must be prominently exhibited in a conspicuous position at the principal place of business. A certificate is valid for a period of 12 months from the date issued and must be renewed at the end of such period.
Licenses and Permits
There are various permits & licences required in establishing a business in the Gambia depending on the type of project. For instance, projects in the fisheries, tourism, Information Technology and mineral exploration require licenses to operate. However GIEPA serves as the link between the investor and the responsible institutions and the Agency provides all the necessary facilitation and support to secure the required approvals and licenses.
Environmental Clearance issued by the National Environment Agency (NEA) is required of all projects that could have a negative impact on the environment. There are guidelines set out by the NEA as per the Environment Act 1994.
Investors wishing to employ expatriates whose skills are not available in the Gambia are required to obtain Residence and Work permits for each expatriate staff. The process is very simply and completed application forms can be sent direct to the Department of State for Interior or to Giepa for processing.
Company legislation is contained in the Companies Act, 1955. The Act provides for three types of companies:
– A company limited by shares: The liabilities of its members are limited to the amount payable on the shares held by them;
– A company limited by guarantee: The liabilities of the members are limited to such an amount as each may undertake to contribute to the assets of the company in the event of it being wound up;
– An unlimited company: A company not having any limit to the liabilities of its members.
The company may be a private company or a public company. Under the company legislation a private company restricts the transfer of its shares, limits the number of its members to a maximum of 50, and prohibits any invitation to the public to subscribe to any shares or debentures of the company.
Memorandum & articles of association:
To incorporate a company the law requires the company to file the following documents with the Registrar of Companies:
– Memorandum of association: Indicates the name of the company, its registered place of business, its objectives, whether it is a limited liability company, and the authorized share capital with the amount subscribed by each member;
– Articles of association: Contain the company’s organization and rules of operation.
– A format for both the memorandum and articles of association is provided in the Act.
Private companies must have at least one director. In the case of public companies, a minimum of two directors should be appointed in accordance with the regulations contained in its articles. Most articles provide for the appointment of alternate directors and this is considered advisable particularly where there are non-resident directors. The names and nationalities of directors must appear on all relevant documents.
Every company must appoint a secretary who need not necessarily be an employee of the company. A sole director or an employee of a corporation who is a sole director cannot act as a secretary.
Under Gambian law, a company must keep statutory records including the following registers: members; directors and secretary; mortgages and debentures; directors’ holdings; and minutes of directors’ and members’ meetings. Every company must also have a common seal.
Certificate of incorporation
Every registered business must have a certificate of incorporation from the Registrar General, entitling the investor to operate a business entity in the Gambia.
Not more than 18 months after incorporation, and subsequently at least once in every calendar year (and not later than 15 months after the previous annual general meeting), the directors must present to the company in a general meeting: profit-and-loss accounts; balance sheet; directors’ report; and auditor’s report.
The accounts must be compiled up to a date not more than nine months earlier than the annual general meeting. Final accounts must be filed annually with the Registrar of Companies, attached to the annual returns and be open to inspection by the public.
The accounts must give a true and fair view of the state of affairs of the company as at the end of its financial year, and of the profit and loss for the year. Specific requirements with regard to the form and contents of the balance sheet and profit-and-loss account are contained in the eighth schedule of the Company’s Act, 1955.
Where a Gambian company has one or more subsidiary companies, group accounts must be presented in the form of consolidated statements.
Every company must have an auditor, who must either be a member of a United Kingdom accounting body recognized by the Ministry of Finance and Economic Affairs or approved by the Minister, except for exempted private companies. In addition, the auditor must not be an officer or servant of the company or a partner or employee of such a person or a body corporate.
The directors may appoint the first auditor before the first annual meeting to hold office until the conclusion of the meeting. The auditor is then automatically reappointed at subsequent general meetings, unless the members decide otherwise or the auditor resigns or is not qualified to continue to act. An auditor’s report attesting to the state of the company’s finances and accounting procedures must be attached to every balance sheet presented before a general meeting.
Every company must have a registered office in the Gambia to which all communications and notices may be addressed.
Nominal statutory fees are payable upon incorporation.
How we can help you
If you are considering forming a business or you need expert help with company registration in the Gambia, LegalGenius™ is ready to assist you with its skilled team of lawyers, consultants and tax experts. We are committed to making the process as stress-free and streamlined as possible for you, and we will take care of all your document preparation and administrative tasks regarding the registration forms, payment of government fees, local address registration, banking support, etc., whilst always keeping your exact objectives and unique vision in mind throughout the process.
Please use our Company Formation Wizard if you would like to set up your registered company in the Gambia or if you would like to know the costs involved prior to proceeding with our exceptional services. For other queries and special requests for complex or customised company formation services, please contact us at firstname.lastname@example.org