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 at GRA.
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.
Business Investment
Incentives
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. |
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