CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Manuel Esteves de Albuquerque and Júlio Martins Júnior, Raposo Bernardo & Associados
tory, but companies that do not have a supervisory body must appoint a certified auditor to carry out the statutory audit if their turnover is greater than CVE10 million and/or the number of employees is more than ten. • Shareholders’ liability is limited to capital sub - scribed, but shareholders are jointly and severally liable for all contributions contained in the by-laws. • The transfer of shares must be made by written agreement between the parties. The articles of association may set limits or conditions on the transfer of shares or pre-emptive rights in favour of other shareholders or the company itself. 3.2 Incorporation Process The procedural steps to set up a company are as fol - lows. • Approval of name – the first step in this type of process is to gain approval for the name of the company to be set up, and to indicate what type of company it will be. • Head office of the company – the company must indicate the location where it will carry out its com - mercial activity. • Corporate structure – the identification docu - ments or commercial certificates, according to whether individuals or legal entities are involved, of the shareholders or quota-holders who will make up the corporate structure of the company are required. If the individuals or legal entities are foreign, the above documents must be legalised at the Cabo Verdean consulate in the country of origin, or apostilled. If the shareholders or quota- holders are legal entities, it will also be necessary for the written resolution approving the setting up of the Cabo Verdean company and the sharehold - ing to be held by the legal entity in question. • Powers of attorney – if the share/quota-holders are not available to travel to Cabo Verde to sign the documentation necessary for the process of incor - porating the company, they will have to execute powers of attorney granting powers to representa - tives in Cabo Verde to deal with the respective legal steps of incorporation. • The articles of association – this document estab - lishes the rules that will govern the operation of the company.
• Composition of the corporate bodies – the mem - bers who will form the first board of directors must be indicated at the moment of incorporation. • Commercial licence – after dealing with the deed of incorporation and respective commercial registra - tion, an application must be made requesting the issue of the commercial licence. • Commercial representation – foreign branches of commercial companies may choose to be repre - sented in Cabo Verde through branches, agen - cies, delegations or other forms of representation. Representations are authorised to carry out activity in Cabo Verde in accordance with the applicable time limit. 3.3 Ongoing Reporting and Disclosure Obligations The ongoing reporting and disclosure obligations depend on the company’s sector of activity. Com - panies that operate in finance, banking, insurance and communications are subject to different levels of ongoing reporting and disclosure obligations. Companies that are not subject to special legal regimes must report the following: • annual accounts, which are to be filed annually with the commercial registry and must be publicly available; • a statement of commencement of activity from the tax authorities; • a statement of commencement of activity for social security purposes; and • any amendment to the articles of incorporation. 3.4 Management Structures For a sociedade anónima , the management must be structured as a board of directors, with a minimum of three members or an executive board of directors. Where the share capital does not exceed EUR90,691, the board of directors can be replaced by a single director. For sociedades por quotas , management is dis - charged by one or more managers, who must be individuals, designated by the shareholders.
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