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Company creation

Documents required
Designation Qty
Basic Procedures

Statutes of Company (*)

Initials on each page with signature of all partners on the last page

The location of the premises should be indicated in the statute or in company minutes

6

Photocopy of the manager’s National Identity Card (NIC)

OR IF FOREIGNER, copy of passport with the long-stay visa

3

4

Manager(s)’s residence certificate (original) < 3 months 2

Rights to premises (headquarters or place of activity) OR lease contract or sublease agreement (*) - please mention the telephone number of the property-owner)                                                

Attachments:

-          If owner = registered owner: full Copy of land title certificate OR land legal certificate <3 months

-          If owner = heir not mentioned in the legal situation or the land title certificate: notarial deed of the registered owner and lease agreement by co-heirs

-          If owner = legal representative: power of attorney written by the owner

-          If owner = buyer: a duly registered sale agreement < 1 year

-          If owner = tenant, i.e. there is a sublease agreement: provide the previous lease contract regularly registered with express approval of the owner       

Plan of location testified by Fokontany

5

2

Power of attorney and legalized copy of CIN of the legal representative 2
Declaration relative to Senior managers of company (manager and co-manager) (*) 1
Eventually, authorisations from concerned Ministries for regulated activities 2

(*: Model or form can be obtained from EDBM or downloaded from the website: www.edbm.gov.mg

Additional documents for shareholder of legal entity
Excerpt of Trade and Companies Registry <3 months 2
IF CREATION of SARLU:registeredstatus 1
IF MALAGASY LEGAL ENTITY:Minutes of shareholding interest recorded + copy of tax card 1
Additional documents for limited company (SA)
Minutes of constitutive general assembly 6
Minutes of Board of Directors 6
Declaration of subscription and payment 6
Application form 6
Statement of subscription and payment 6
Certificate of deposits / paid-up capital 2
Additional documents for liaison office, branch or agency

Statutes of parent company

No need for statutes for the liaison office, branch or agency

6
PV (duplicate) with: appointment of representative, opening a liaison office, agency or branch, designating the street address of headquarters and location of premises in Madagascar as well as the start and end date of the financial year 6
Extract from the Trade and Companies Register (RCS) <3 months in French of parent company (French translation for other versions) 1
Documents required for the activity of wholesaler, manufacturer, collector and importer
Certificate of existence of the  place of activity (sales office and warehouse) issued by the Fokontany of the located place 2
Detailed plans of the place of activity with clear indication of the office, the sales store, the warehouse, testified by Fokontany 2
Formal business registration letter (*) for manufacturers and importers / prior authorization for wholesalers (at the Regional Taxation Office Analamanga 67 ha) 2
Fees (Payable in cash to Front Office of EDBM)
Designation Amount
Registration of statutes 0.5% of the share capital (minimum charge: 10,000 Ar)
Registration of commercial lease 2% of the total rent for the term of the lease
Minutes - Power of Attorney 2 000 Ar
Registration on Trade and Companies Registry 16.000 Ar
Statistical Registration (STAT) 40.000 Ar

 

 

 

Income taxation on revenue (IR)

(Article 01.01.14 of the General Taxation Code)

or taxation based on turnover (IS)

(Art 01.02.05 of the General Taxation Code)

 

If option IR If option IS
100.000Arfor taxpayers exercising agricultural, craft, industrial, mining, hotel, tourism or transport activities 16.000 Ar for farmers, livestock raisers, fishermen, small mining extractors, carriers/goods-handlers using non-motorized vehicles (cart, rickshaw, dugout canoe etc.)
320.000Arfor other companies 50.000 Arfor craftsmen, small restaurant managers, small producers
  100.000 Arfor mining artisans, artists and such persons, salespersons, hotelkeepers, contractors, restaurant managers
  150 000 Arfor self-employed or freelancers, multiple activities and others.
Documents issued (within 4 days) provided that the submitted files are complete

-          Registration documents (statutes and commercial lease contracts: original and duplicate; proof of payment of instalment)

-          Statistical card with STAT number

-          Taxation card

-          Extract from trade registry

-          RCS receipt with RCS number

-          Acknowledgement receipt of payment of registration fees and instalment of IR

-          Copy of the notification of the new company’s creation extracted from EDBM website

Department(s) involved

-          EDBM-Taxation: Ministry of Finance and Budget (MFB) / Directorate-General of Taxes (DGI)

-          EDBM-RCS: Ministry of Justice (MINJUS) / Trade and Registry Court

-          EDBM-INSTAT: National Institute of Statistics

Notes and references
  • Law N° 2014-010 of 21st August 2014 amending and completing some provisions of Law No. 2003-036 of 30 January 2004 on Commercial Companies
  • General Taxation Code 2017
  • Law N°2016-032 of 28 December 2016 on Finance Law 2017
  • Law N°2016-007 as of 12 July 2016, on amended Finance Law for 2016
  • Decree No. 2011-050 of 1 February 2011 amending Decree No. 2005-151 of 22 March 2005 and Decree No. 2004-453 of 06 April 2004 establishing the conditions of application of Law No. 2003-036 of 30 January 2004 on Commercial Companies
  • Decree No. 2008-440 of 5 May 2008 on the Trade and Companies Registry and advertising furniture credit
  • Decree No. 2005-380 of 22 June 2005 on the registration of new statistical institutions engaged in economic or social activity in Madagascar
  • Order No. 15981/2011 of 26 April 2011 on the tariffs of the commercial register and companies to pay in cash to the Front Office at EDBM or RCS at EDBM
  • Decree No. 2002-1008 of 11 September 2002 on the new statutes of INSTAT, Public announcement No. 16-13/VPEI/SG/INSTAT/DG/DAF of 8 March 2013 on tariff and statistical maps and Communication 2271 -13/VPEI/SG/INSTAT/DG, renewing statistical cards to pay in cash to INSTAT at EDBM
Hours
  • File reception at EDBM Taxation office: 08h30-12h00
  • Tax card issuance: from 14.30

NB: No reception of files on the last day of the month (business monthly statement)