Introduction:
Businesses in The Gambia may be registered as a company,
a sole proprietorship, a partnership, or other forms
of business (namely co-operatives, subsidiaries of other
companies). Investors wishing to seek Giepa
assistance must first register their business ventures
as legal entities operating in The Gambia.
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.
•
Sep 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 Law:
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.
Share capital:
No restriction is placed on the minimum or maximum share
capital of a company.
Directors:
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.
Secretary:
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.
Statutory books:
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.
Accounting records:
A company may adopt any form of accounting system provided
its records give a true and fair view of its state of
affairs, explain its transactions and can be properly
audited.
Every company must keep proper books with respect to:
all sums of money received and expended; all sales and
purchases of goods; assets and liabilities.
If the books are kept in the Gambia, such returns that
disclose, with reasonable accuracy, the financial position
of the business must be sent to the Registrar General
for record keeping at least every six months.
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.
Accounts:
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.
Auditors:
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.
Registered offices:
Every company must have a registered office in the Gambia
to which all communications and notices may be addressed.
Costs:
Nominal statutory fees are payable upon incorporation.
Other provisions:
The Companies Act also regulates such matters as prospectus,
winding up and appointment of receivers. In addition
to the annual return mentioned earlier, returns have
to be submitted to the Registrar of Companies within
stipulated periods on other matters including the following:
changes in directors; allotment of shares; changes in
the location of registered office; and registration
of mortgage. Penalties are imposed for non-compliance
with the Companies Act of The Gambia.
Disclaimer:
Do not rely on any of the above information to make
any decisions. The owner of this website shall not be
liable for any loss sustained to any person, organisation
or any other entitiy whatsoever as a result of reliance
on any of the above information. |
