CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Manuel Esteves de Albuquerque and Júlio Martins Júnior, Raposo Bernardo & Associados
3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The following types of company are the most relevant provided for in the Cabo Verde Companies Code, and are frequently chosen by foreign investors aiming to start their own enterprise structure in Cabo Verde. The choice of one of these structures depends on many factors, such as: • the type of business to be implemented; • the simplicity or size of the operations; • the amount of capital to be invested; • the possibility to transfer ownership freely; and • disclosure rules about the aforesaid ownership. The most commonly used forms are public limited companies and limited companies, since they are more operational. Public Limited Companies (Sociedade Anónima) A public limited company ( sociedade anónima , or SA) is the form traditionally adopted by larger companies. It is primarily characterised by the fact that it has a more complex organisational structure than, for exam - ple, the limited company. The public limited company form also provides greater flexibility when it comes to share capital insofar as no special procedure is required for the transfer of shares. This type of company has the following characteris - tics. • Minimum share capital of EUR0.01. • A minimum of two shareholders. A single-share - holder public limited company incorporation is permitted if the single shareholder is another company. • As a general rule, public limited companies are incorporated by means of a private document (articles of association). Additional formalities may apply if the shareholders perform contributions in kind. • As a rule, the transfer of shares is free and may be carried out by means of an agreement between the parties. • The governing bodies of a public limited company are as follows.
(a) A management board, generally with a mini - mum of three members. Management can be entrusted to one director if the turnover for two consecutive years is expected to be less than CVE10 million. In addition to the election of the effective members of the board of directors, substitute directors must be elected in num - bers not exceeding one third of the effective directors – this means three effective members and one substitute member, or one effective member and one substitute. (b) A shareholder meeting. (c) A supervisory board (three members) or one auditor – a member of the supervisory board or the auditor must be certified. (d) An auditor (for large companies). • Shareholders’ liability is limited to capital sub - scribed, but shareholders are jointly and severally liable for all contributions contained in the by-laws. • Flexibility of capital – only registered shares are allowed, which are transferred by endorsing the share certificate in the name of the transferee. Notice must be given to the company for the pur - poses of registration in the share book. Book-entry shares are transferred by registration in the trans - feree’s bank account. The only limit on the free transfer of shares may arise from any pre-emption rights that have been established by the sharehold - ers in the articles of association. Limited Companies (Sociedade por Quotas) This type of company has the following characteris - tics. • A minimum share capital of EUR0.01. • A minimum of two shareholders as a rule, although single-shareholder limited liability company incor - poration is permitted. • As a general rule, limited companies are incorpo - rated by means of a private document (articles of association). Additional formalities may apply if the shareholders perform contributions in kind. • The transfer of shares may be carried out by means of an agreement between the parties, except when the incorporation has been made through public deed. • The company is governed by management, with one or more directors. An auditor is not manda -
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