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Mozambique: Structures defined in the Commercial Code

Mozambique: Structures defined in the Commercial Code

 

Most usual structures defined in the Commercial Code of Mozambique, approved by Decree-Law no. 2/2005 dated 27 December 2005, amended by Decree-Law no. 2/2009 dated 24 April 2009 and Decree-Law no. 1/2018 dated 04 May 2018

 

 

LIMITED LIABILITY COMPANY

(Sociedade por quotas)

PUBLIC LIMITED COMPANY

(Sociedade Anónima)

Branches, Agencies, Delegations or other local forms of representation
DEFINITION  

Capital is divided into shares and the partners

are only liable on the social patrimony for company debts (exceptions are however also provided)

 

Capital is divided into shares and each partner is liable up to the value of the shares he/she subscribed. In the silence of the articles of association, the creation of branches, agencies, delegations or other local forms of representation depends on the deliberation of the partners.
TERMS The company lasts, in principle, indefinitely. The company lasts, in principle, indefinitely. The branch does not have any specific term however the foreign commercial representation license is valid for a minimum of one year and a maximum of five years, as required.
SHARE CAPITAL It is up to the partners and shareholders to set the appropriate share capital.

 

There is no legal requirement regarding the minimum amount of share capital.

 

There is no legal requirement regarding the minimum amount of share capital.

 

The branch does not formally have any minimum share capital; however, the parent company must assign a specific amount to the branch’s allocation fund.

SHARES The nominal value of each share must be expressed in national currency.

 

Industry contributions are not permitted.

 

Subscription of the shares that must be paid in cash can be deferred, up to half of their nominal value, but the total amount of payments made for these, altogether with the sum of the nominal values ​​of the shares corresponding to the contributions in kind, must make up the share capital agreed by the partners.

The Articles of Association state the number of shares into which the company’s share capital is divided.

The issuance of shares for less than their nominal value is prohibited.

 

The subscription of the face value of the subscribed shares can be deferred up to seventy-five percent of their face value.

The deferral of the subscription, for a certain and determined date or to be determined by management, cannot exceed five years.

 

Except as otherwise provided by law or the contract for shares, the shares may be nominative or through a bearer.

                     N/A
ORGANS General meeting.

 

Board of Directors.

 

The Articles of Association can create a supervisory Board composed of at least three members.

General meeting.

 

Board of Directors.

 

Supervisory Board or a single supervisor.

 

Companies must always designate a representative for the branch, agency, delegation, etc. with habitual residence in Mozambique.
LEADERS  

 

Director(s)

 

 

Either a Board of Directors managed by a Chairman of the Board of Directors and deputy directors. A representative of the branch must be appointed by the competent organ of the head office of the branch, agency, delegation, etc.
LIABILITY OF LEADERS The directors are liable to the company for the damages caused by their acts or omissions done in breach of legal or statutory duties, unless they prove that they acted without fault. The directors are liable to the company for the damages caused by their or omissions done in breach of legal or statutory duties, unless they prove that they acted without fault. The head office of the branch is civilly liable for acts or omissions of the person who legally represents or compels it, in such a way that the principal is responsible for the acts or omissions of the commissioners.
AUDITOR                             N/A Yes.

 

                      N/A
 

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