Malawi Company Formation & Entity Choice

Entity types and incorporation

• Governing law and general framework — Companies in Malawi are formed under the Companies Act, 2013, administered by the Registrar of Companies (Department of the Registrar General). The private company limited by shares is the most common vehicle for business. (Companies Act No. 15 of 2013)
• Governing law — Companies Act No. 15 of 2013 (Companies Act No. 15 of 2013 (https://www.icam.mw/wp-content/uploads/2016/04/Companies-Act-No-15-of-2013-150dpi.pdf))
• Incorporating authority — Registrar of Companies (Department of the Registrar General) (Companies Act No. 15 of 2013)
• Common entity types — Private company limited by shares; public company limited by shares; company limited by guarantee; sole proprietorship; partnership; foreign company (branch) registration (Companies Act No. 15 of 2013)
• Minimum share capital (private company) — No prescribed minimum share capital for a private company (Companies Act No. 15 of 2013 (https://www.lawgratis.com/blog-detail/corporate-law-at-malawi))
• Membership limit (private company) — Maximum 50 members; share transfers are restricted (Companies Act No. 15 of 2013)
• Minimum directors — At least one director; at least one director ordinarily resident in Malawi ((approx — confirm the resident-director requirement)) (Companies Act No. 15 of 2013)
• Incorporation steps — Reserve company name, file the incorporation application (prescribed form) with director/secretary consents, obtain Certificate of Incorporation, then register for TPIN/tax and VAT and any business licences (Companies Act No. 15 of 2013)
• Incorporation timeline — Typically a few days to about two weeks once documents are complete (online via the registry portal) ((approx — confirm current processing times)) (Companies Act No. 15 of 2013)
• Incorporation / registration fees — Statutory registry fees apply (name reservation plus incorporation fee) ((approx — confirm current MWK fee schedule with the Registrar General)) (Companies Act No. 15 of 2013)
• Tax registration after incorporation — VAT registration threshold — Register for a Taxpayer Identification Number (TPIN) with the MRA; register for VAT if turnover exceeds MK 25,000,000/year MWK (Taxation Act (Chapter 41:01); Value Added Tax Act (Cap 42:02))
• Core annual compliance — File an annual return with the Registrar, maintain statutory registers, hold an AGM, prepare financial statements, and file the annual corporate tax return within 180 days of year end (Companies Act No. 15 of 2013; Taxation Act (Chapter 41:01))