CABO VERDE LAW AND PRACTICE Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Manuel Esteves de Albuquerque and Mafalda Contumélias Batista, Raposo Bernardo & Associado s
• The transfer of shares may be carried out by means of an agreement between the par - ties, 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 mandatory, 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 subscribed, 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 condi - tions 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 follows. • 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 commercial activity. • Corporate structure – the identification docu - ments or commercial certificates, according to whether individuals or legal entities are involved, of the shareholders or quota-hold - ers who will make up the corporate structure of the company are required. If the individuals or legal entities are foreign, the above docu - ments must be legalised at the Cabo Verdean consulate in the country of origin, or apos -
tilled. 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 shareholding 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 incorporating the company, they will have to execute powers of attorney granting powers to representatives in Cabo Verde to deal with the respective legal steps of incorporation. • The articles of association – this document establishes the rules that will govern the operation of the company. • Composition of the corporate bodies – the members 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 com - mercial registration, an application must be made requesting the issue of the commercial licence. • Commercial representation – foreign branch - es of commercial companies may choose to be represented in Cabo Verde through branches, agencies, 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 obliga - tions depend on the sector of activity of the company. Companies that operate in financial, banking, insurance and communications are subject to different levels of ongoing reporting and disclosure obligations.
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