Company Formation in São Tomé and Príncipe

Sourced from the law, in part. Tax year 2026. The Finance Ministry site refused access on 1 November 2026, so the tax codes themselves were not read. Rows marked unverified carry older figures that no official page has confirmed. No accountant has signed this version and it has had no independent review yet.

Who this applies to

Founders choosing an entity in STP. Older points, unverified: Lda (quotas, liability limited to subscribed quota), SA (shares, larger ventures), sole trader (unlimited liability), company law of Portuguese origin. Decree-Law 43843 of 5 August 1961 regulates quota companies (Law 17/2009).

Rates, bands and thresholds

Item	Amount / treatment	Tax year	Official source
Lda minimum capital	Dbs. 150,000,000 in the text of 2009; old dobras, before the later re-denomination. Current-dobra value unverified	2009, no later change seen	Law 17/2009
Minimum members	Capital equals the sum of partners' quotas, except in single-member companies, so single-member companies exist. Older two-member point: unverified	2026	Law 17/2009
EUR equivalent	unverified: older source said about EUR 6,000. The 2009 gazette set a buying rate of 24,500 dobras per euro	2026	same gazette
Timeline	unverified: older World Bank source, several days to weeks	2026	unverified

The base

Registry: Commercial Registry Code, Law 13/2018 (gazette). Licensing rules sit in the DGRN law list. One-stop Guiche Unico route: unverified; guicheunico.st did not answer.

Deadlines and filing

Older sequence, unverified: name, articles, capital deposit, registry, tax number, INSS, licences. Then file a VAT start declaration 15 days before activity (VAT) and register with INSS (payroll). Annual accounts and monthly filings continue whatever the activity level (older point, unverified as to accounts).

Penalties and interest

Unverified.

Cross-border points

Foreign founders: exchange and investment rules are in Decree-Law 19/2016, not read.

Two worked examples that recompute

Example 1. Two partners with equal quotas on the 2009 figure.

name: Equal quotas
inputs:
  capital: 150000000
steps:
  - each: capital / 2
expected:
  each: 75000000

Example 2, decision. A sole founder compares a single-member company with a sole trader; a company adds minimum IRC of at least Db 2,400 a year (IRC). At turnover of Db 2,000,000 the minimum is Db 4,000.

name: Company minimum
inputs:
  turnover: 2000000
steps:
  - minimum: max(turnover * 0.002, 2400)
expected:
  minimum: 4000

Ask the client first

• Number of founders
• Activity and licence
• Foreign ownership
• Planned capital
• Staff from day one

Sources

Source	URL	Read on
Law 17/2009, private company capital (Gazette 90, 31 Dec 2009)	https://dgrn.gov.st/leis/Lei/Altera_Lei_Socieades_quotas.pdf	2026-11-01
Law 13/2018, Commercial Registry Code (sumario only read)	https://dgrn.gov.st/leis/Lei/Codigos_Registo_Predial_Comercial.pdf	2026-11-01
Decree-Law 11/2011 gazette, on the commercial licensing file (first page only read)	https://dgrn.gov.st/leis/Lei/actividade_comercial_seu_licenciamento.pdf	2026-11-01

The Assembly of Sao Tome and Principe publishes its Diario on www2.camara.leg.br, hosted by the Brazilian Chamber of Deputies. The Ministry of Finance site (financas.gov.st) answered 403 by fetch and in a browser tab on 2026-11-01 and was not read.

Not yet confirmed: Commercial code text; capital in current dobras; registry fees; one-stop steps; timeline; SA capital.