Gambia Company Formation & Entity Choice

Entity types, incorporation and annual compliance

Companies in The Gambia are incorporated under the Companies Act, 2013, with registration handled through the Single Window Business Registry / Registrar of Companies. The private company limited by shares is the most common vehicle. These figures are a draft to confirm with a licensed Gambian professional.

• Common entity types — Private company limited by shares, public limited company, company limited by guarantee, sole proprietorship, partnership, and registered branch of a foreign company (Companies Act, 2013)
• Minimum number of incorporators — Two or more persons may form and incorporate a company (Companies Act, 2013)
• Minimum share capital — No statutory minimum; subscribers must take at least 25% of the authorized share capital (typical authorized capital D500,000) GMD ((approx — D500,000 is typical practice, not a statutory minimum; confirm)) (Companies Act, 2013)
• Constitutional documents — Memorandum of Association and Articles of Association stating the authorized share capital (Companies Act, 2013)
• Step 1 — Name reservation — Verify and reserve the proposed company name with the Registrar of Companies (Companies Act, 2013)
• Step 2 — Incorporation filing — Submit incorporation forms (e.g. Form S.V.3) and Articles of Association to the Single Window Registry (Single Window Business Registration Act, 2013)
• Step 3 — Tax registration — Register with the Gambia Revenue Authority (GRA) to obtain a Tax Identification Number (TIN) (Income and Value Added Tax Act)
• Step 4 — Trade license and SSHFC — Obtain a municipal trade license from the local council and register employees with the SSHFC (Companies Act, 2013)
• Incorporation timeline — Can be completed within a day at the Banjul main office or KMC branch (allow longer for ancillary registrations) ((approx — confirm)) (Single Window Business Registration Act, 2013)
• Incorporation cost — Fixed fee bands based on declared share capital, plus name reservation and registration fees ((approx — exact fee schedule published by MoJ Companies Division; confirm)) (Companies Act, 2013)
• Annual compliance — annual return — File an annual return with the Registrar of Companies ((approx — confirm filing date and contents)) (Companies Act, 2013)
• Annual compliance — tax return — File the corporation tax return with the GRA by 31 March following the tax year (Income and Value Added Tax Act)
• Annual compliance — accounts and audit — Maintain accounting records; audited accounts reduce the minimum turnover tax from 2% to 1% ((approx — confirm statutory audit thresholds)) (Companies Act, 2013)