CABO VERDE Law and Practice Contributed by: Nelson Raposo Bernardo, Joana Andrade Correia, Júlio Martins Júnior and Manuel Esteves Albuquerque, Raposo Bernardo & Associados
1. Introductory 1.1 Forms of Corporate/Business Organisations
member, or one effective member and one substitute. (b) A shareholders’ meeting. (c) A supervisory board (three members) or one auditor – a member of the superviso - ry board or the auditor must be certified. (d) An auditor (for large companies). • Shareholders’ liability is limited to capital subscribed, but shareholders are jointly and severally liable for all contributions contained in the by-laws. • Flexibility of capital – only registered shares are allowed. Registered shares are transferred by endorsing the share certificate in the name of the transferee. Notice must be given to the company for the purposes of registration in the share book. Book-entry shares are trans - ferred by registration in the transferee’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 Liability Partnership (Sociedade por Quotas) – Primarily Used for Small Businesses This type of company has the following charac - teristics. • A minimum share capital of EUR0.01. • A minimum of two shareholders as a rule. Single-shareholder limited liability company incorporation is permitted. • As a general rule, limited companies are incorporated by means of a private document (articles of association). Additional formalities may apply if the shareholders perform contri - butions in kind. • 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.
In Cabo Verde, most business organisations are incorporated in the form of companies with dis - tinct legal personality. The corporate forms are as follows. Public Limited Companies (Sociedade Anónima or SA) – Used for Large Companies This type of company has the following charac - teristics. • Minimum share capital of EUR0.01. • A minimum of two shareholders. A single- shareholder public limited company incorpo - ration is permitted if the single shareholder is another company. • As a general rule, public limited compa - nies are incorporated by means of a private document (articles of association). Additional formalities may apply if the shareholders per - form contributions in kind. • As a rule, the transfer of shares is free and may be carried out by means of an agree - ment between the parties. The governing bodies of a public limited com - pany are as follows. (a) A management board, generally with a minimum of three members. Manage - ment 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 effec - tive members of the board of directors, substitute directors must be elected in numbers not exceeding one third of the effective directors – this means three effective members and one substitute
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