Introduction
Businesses in The Gambia may be registered as a company, a sole
proprietorship, a partnership, or other forms of business
(namely co-operatives, subsidiaries of other companies).
Investors wishing to seek
Giepa assistance must
first register their business ventures as legal entities
operating in The Gambia.
Procedures For Registering A Company:
Step One:
Name search for company costs about £1-2
Step One:
Notarisation of
company statutes cost about £3
Step Three:
Payment of
stamp duty and deposit of corporate tax with Commissioner of
Income Tax.
Step Four:
Registration at the Commercial Registry in Banjul. Fees are
incremental depending on the share capital of the company.
Step Five:
Get an operational license from either Kanifing Municipal
Council or Banjul City Council.
Step Six:
Send copies of contracts of employment to the
Department of Trade & Industry.
Sep Seven:
Register employees with the Social Security Corporation.
Business registration certificate:
The certificate of registration or a certified copy must be
prominently exhibited in a conspicuous position at the principal
place of business. A certificate is valid for a period of 12
months from the date issued and must be renewed at the end of
such period.
Licenses and Permits:
There are various permits & licences required in establishing
a business in The Gambia depending on the type of project. For
instance, projects in the fisheries, tourism, Information
Technology and mineral exploration require licenses to operate.
However GIEPA serves as the link between the investor and the
responsible institutions and the Agency provides all the
necessary facilitation and support to secure the required
approvals and licenses.
Environmental Clearance issued by the National Environment
Agency (NEA) is required of all projects that could have a
negative impact on the environment. There are guidelines set out
by the NEA as per the Environment Act 1994.
Investors wishing to employ expatriates whose skills are not
available in The Gambia are required to obtain Residence and
Work permits for each expatriate staff. The process is very
simply and completed application forms can be sent direct to the
Department of State for Interior or to
Giepa for processing.
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Company Law:
Company legislation is contained in the Companies Act, 1955. The
Act provides for three types of companies:
A company limited by shares: The liabilities of its members are
limited to the amount payable on the shares held by them;
A company limited by guarantee: The liabilities of the members
are limited to such an amount as each may undertake to
contribute to the assets of the company in the event of it being
wound up;
An unlimited company: A company not having any limit to the
liabilities of its members.
The company may be a private company or a public company. Under
the company legislation a private company restricts the transfer
of its shares, limits the number of its members to a maximum of
50, and prohibits any invitation to the public to subscribe to
any shares or debentures of the company.
Memorandum & articles of association:
To incorporate a company the law requires the company to file
the following documents with the Registrar of Companies:
Memorandum of association: Indicates the name of the company,
its registered place of business, its objectives, whether it is
a limited liability company, and the authorized share capital
with the amount subscribed by each member;
Articles of association: Contain the company's organization and
rules of operation.
A format for both the memorandum and articles of association is
provided in the Act.
Share capital:
No restriction is placed on the minimum or maximum share capital
of a company.
Directors:
Private companies must have at least one director. In the case
of public companies, a minimum of two directors should be
appointed in accordance with the regulations contained in its
articles. Most articles provide for the appointment of alternate
directors and this is considered advisable particularly where
there are non-resident directors. The names and nationalities of
directors must appear on all relevant documents.
Secretary:
Every company must appoint a secretary who need not necessarily
be an employee of the company. A sole director or an employee of
a corporation who is a sole director cannot act as a secretary.
Statutory books:
Under Gambian law, a company must keep statutory records
including the following registers: members; directors and
secretary; mortgages and debentures; directors' holdings; and
minutes of directors' and members' meetings. Every company must
also have a common seal.
Accounting records:
A company may adopt any form of accounting system provided its
records give a true and fair view of its state of affairs,
explain its transactions and can be properly audited.
Every company must keep proper books with respect to: all sums
of money received and expended; all sales and purchases of
goods; assets and liabilities.
If the books are kept in the Gambia, such returns that disclose,
with reasonable accuracy, the financial position of the business
must be sent to the Registrar General for record keeping at
least every six months.
Certificate of incorporation:
Every registered business must have a certificate of
incorporation from the Registrar General, entitling the investor
to operate a business entity in the Gambia.
Accounts:
Not more than 18 months after incorporation, and subsequently at
least once in every calendar year (and not later than 15 months
after the previous annual general meeting), the directors must
present to the company in a general meeting: profit-and-loss
accounts; balance sheet; directors' report; and auditor's
report.
The accounts must be compiled up to a date not more than nine
months earlier than the annual general meeting. Final accounts
must be filed annually with the Registrar of Companies, attached
to the annual returns and be open to inspection by the public.
The accounts must give a true and fair view of the state of
affairs of the company as at the end of its financial year, and
of the profit and loss for the year. Specific requirements with
regard to the form and contents of the balance sheet and
profit-and-loss account are contained in the eighth schedule of
the Company's Act, 1955.
Where a Gambian company has one or more subsidiary companies,
group accounts must be presented in the form of consolidated
statements.
Auditors:
Every company must have an auditor, who must either be a member
of a United Kingdom accounting body recognized by the Ministry
of Finance and Economic Affairs or approved by the Minister,
except for exempted private companies. In addition, the auditor
must not be an officer or servant of the company or a partner or
employee of such a person or a body corporate.
The directors may appoint the first auditor before the first
annual meeting to hold office until the conclusion of the
meeting. The auditor is then automatically reappointed at
subsequent general meetings, unless the members decide otherwise
or the auditor resigns or is not qualified to continue to act.
An auditor's report attesting to the state of the company's
finances and accounting procedures must be attached to every
balance sheet presented before a general meeting.
Registered offices:
Every company must have a registered office in the Gambia to
which all communications and notices may be addressed.
Costs:
Nominal statutory fees are payable upon incorporation.
Other provisions:
The Companies Act also regulates such matters as prospectus,
winding up and appointment of receivers. In addition to the
annual return mentioned earlier, returns have to be submitted to
the Registrar of Companies within stipulated periods on other
matters including the following: changes in directors; allotment
of shares; changes in the location of registered office; and
registration of mortgage. Penalties are imposed for
non-compliance with the Companies Act of The Gambia.
Business Investment
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