Doing business in Gabon

How quickly can I set up a business?

• The first step is the review of your setup file by the ANPI Gabon, the administration in charge of business creation in Gabon.
• For the second step, you can normally receive your single record sheet in under 24 hours (company’s birth certificate). However, the procedures may take up to one month and our company makes every step easier for you.

What is the minimum investment needed?

• The minimum investment includes capital and set-up costs such as administrative fees.

• The capital required depends on the legal status of the company you are creating. For instance, to set up a Public Limited Company (PLC) the minimum is 10,000,000 XAF.

• The other types of companies do not require a minimum capital. Investors must decide.

• The administrative costs of setting up any kind of company range from 200,000 to 500,000 XAF (investingabon.ga, 2021, website).

How can I raise finance?

• Personal investor funds

• Other types of financing: crowdfunding, business angels and financial grants from around the world such as USADF, AECF, SeedStars Africa, Schawd foundation and many others.

• Bank loans are available but the interest rates are very high – around 15 % on average (The French Ministry of Economy, banking sector 2019, website). For this reason, it is generally the last type of funding that one should consider.

What are the legal requirements for setting up my business?

In general, the Gabonese State does not have a systematic right of participation in the capital of companies, except for sectors such as hydrocarbons, mines, etc…

Hydrocarbons:

The state may take a maximum 10 % stake in the capital of any operator holding an exclusive authorisation for the development and production of hydrocarbons. (Law N°002/2019 of 16 July 2019 on the hydrocarbon code in Gabon).

Mining sector:

The state has a systematic right of 10% in the capital of the exploitation titles’ holders on natural resources from the subsoil, soil and water. In the mining sector, this right can reach 25 %.

What structure should I consider?

As Gabon is governed by the Organisation for the Harmonization of Business Law in Africa (OHADA), two main legal structures are possible: the individual company and commercial/trading company.

The individual company:

• Only one individual
• Jointly and unlimitedly to his personal asset
• Relatively set-up low cost
• Flat-rate tax, incentive and very flexible

Regarding “The trading company”, the different types are:

The partnership:

• For two or more merchants
• Jointly and severally liable for company’s debts
• There is no minimum amount of capital
• Decisions are taken by mutual agreement

The limited partnership :

Same as the partnership except that some partners are only liable up to the value of theirs contributions.

The limited liability company (LLC):

• One or several partners
• Partners are free to fix the minimum capital investments
• Partners are only liable up to the value of theirs contributions
• Auditor is mandatory, if applicable

The public limited company (PLC):

• One or Several shareholders
• The law fixes the capital at a minimum of 10,000,000 FCFA (shares of at least 10,000 FCFA)
• Risk limited to contributions
• Auditor is mandatory
• Managing director is mandatory with three or fewer shareholders.
• A boars of directors is possible with up to three shareholders but mandatory in the presence of more than three shareholders.

The simplified joint stock company (SJSC):

• One or several partners
• Individuals are free to fix the minimum capital investments
• Risk limited to contributions
• President (individual or legal person) is mandatory.

The opening of a foreign branch is allowed for a period of two years, renewable once.

What advice can you give me in regards to payroll and taxation requirements?

The investor must provide the proof of an existence company location. He has 2 options:

• Rent local premises, in this case it will be subjected to the legal arrangements governing commercial leases.
• Consider a simple domiciliation of the company. The entrepreneur may either use a collective domiciliation in premises common to several enterprises, or use a temporary domiciliation at his own domicile.

Payroll and HR requirements:

• Finding the best candidate by outsourcing with a local recruitment firm, publishing in newspapers or on local websites dedicated to job search such as emploi.ga.

• Salary depends on work experience and the wage category (1. senior managers/engineers, 2. higher technicians, 3. technicians, 4. qualified workers, 5. specialised workers and 6. unskilled workers). However, the minimum wage in Gabon is 150,000 XAF.

Tax/regulatory and reporting:

• Corporation tax: rate of 30 % except for petroleum and mining sector taxed at a rate of 35 %. The minimum amount of tax due is equal to 1 % of the global turnover or the amount of 1 000 000 XAF.

• Income tax of natural persons: Due by every person who has a permanence residence in Gabon or has resided at least 6 months. Progressive rate scale (0 % to 35 %).

• The VAT: Common law rate is 18%. Reduced rates to 10 %, 5 % and 0% applicable for exports and international transport.

Others taxes:

• Business licence for certain area of activity
• Special solidarity contribution : 1 % of the same VAT base

Tax advantages:

• Specific incentives depending on the sector
• Tax conventions CEMAC, OCAM, France, Belgium and Canada

Is there anything else that I should know?

• Preferential tax treatment for new businesses or businesses investing in tourism, wood industry and several other job-creating sectors.

• The wealth of its subsoil has made Gabon the 4th largest oil producer in sub-Saharan Africa and the 32nd in the world.

• 85% of the country is covered by a dense and humid forest that contains some sixty species prized among which Okoumé and Ozigo. For example, in 2007, Okoumé and Ozigo accounted for 60% of Gabonese timber production.

• Port infrastructure in the Owendo area of 45 ha, including 25 for the mineral terminal and 20 for the multipurpose terminal for aggregates and certain wood products. This infrastructure consists of a 1.5 km long rail spur, a 170 m linear wharf at a depth of 4 metres and an ore storage area.

• Second country in sub-Saharan Africa after Equatorial Guinea, which has the highest per capita income

• A predominantly young population with an average age of 26 and a literacy rate of 83.18% in 2015. This makes Gabon an important source of labour for any company wishing to establish itself.