Company formation

How to Set Up a Company in São Tomé and Príncipe: A Step-by-Step Guide for Foreign Investors

São Tomé and Príncipe is one of the few African countries where a foreigner can register a 100% foreign-owned company within a week, with no local partner and no need to travel. Registration is the easy part; the real work comes after — the bank account, licences, accounting and repatriating profits. Here is the full path.

Step 1. Choose the legal form

For most foreign projects an Lda or a single-member company is the best fit: few formalities and liability limited to the capital. An SA makes sense if you plan to bring in several investors or work with state concessions.

Step 2. Design the structure before you register

Three decisions are best made up front — amending the articles later takes longer and costs more:

• Who is the shareholder — you personally or your holding company. This affects dividend taxation and the document package.
• Business activities. Tourism, construction, fishing, finance and health-related activities require licences. List everything you plan to do in the next few years in the articles.
• Who is the manager (gerência). A foreigner can be the manager and there is no residence requirement, but for banks and authorities it helps to have someone on the ground with a power of attorney.

Step 3. Gather the documents

• passports and proof of address of the shareholders and the manager;
• for a corporate shareholder — a recent registry extract, its articles and a board resolution to set up the subsidiary;
• a notarised power of attorney if you will not attend in person;
• Portuguese translation and legalisation of foreign documents;
• a registered office in São Tomé — mandatory.

This is where most time is lost: apostilles and consular legalisation in your own country can take longer than the registration itself.

Step 4. Registration at the Guiché Único para Empresas

Companies are registered at the one-stop shop of the Ministry of Justice in São Tomé city, where you also receive the registration number and the tax number (NIF) and the articles are published. It usually takes 2–5 working days once the file is complete. If the activity requires a licence, the relevant authority replies within 15 working days.

Step 5. Bank account and paid-up capital

The account is opened at a local bank, usually within 1–2 weeks. The bank checks the ultimate beneficial owners and the source of funds, so keep the same documents at hand. The dobra is pegged to the euro (STN 24.5 = €1), so currency risk for a euro investor is minimal.

Step 6. Register the investment — if you want incentives

This is the step most often skipped. Investments of €50,000 or more can be registered under the Investment Code with APCI, the Trade and Investment Promotion Agency. Registration unlocks tax and customs incentives and the guaranteed right to transfer profits abroad. The money must enter the country officially, through a bank, or getting it out again will be difficult. See our guide to taxes and incentives.

Step 7. After registration

• file the start-of-activity declaration with the tax office;
• register with social security (INSS) when you hire staff;
• keep accounts and file annual returns — corporate income tax is 25%;
• arrange a residence permit for foreign staff and for a manager who will live in the country.

How long it all takes

A realistic timeline is 1–2 weeks from a complete file to an operating company with a bank account. Most time usually goes on preparing documents in the investor’s country — apostilles and translations — so start with those.

MARSF sets up companies end to end and supports them afterwards: registered office, bank account, licences and investment registration. Remotely, under a power of attorney.

This article is for general information only and is not legal or tax advice. Laws and fees may change — check the current terms before you decide.