Source-cited draft: company formation & entity choice for Sao Tome and Principe (tax year 2025) — rates, thresholds and rules with primary-source citations. Unverified; pending local-accountant review.
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Company law framework
Company law follows the Portuguese-derived Commercial Companies Code (Codigo das Sociedades Comerciais). The most common vehicles are the Sociedade por Quotas (Lda, private limited) and the Sociedade Anonima (SA, public limited). Companies register with the commercial registry (Conservatoria do Registo Comercial).Codigo das Sociedades Comerciais (Sao Tome and Principe)
Private limited company
Sociedade por Quotas (Lda) — capital divided into quotas, member liability limited to subscribed quotaCodigo das Sociedades Comerciais (Sao Tome and Principe) — https://www.expanship.com/st/blog/types-of-companies-in-sao-tome-and-principeView source ↗
Public limited company
Sociedade Anonima (SA) — capital divided into shares; suited to larger venturesCodigo das Sociedades Comerciais (Sao Tome and Principe) — https://www.expanship.com/st/blog/types-of-companies-in-sao-tome-and-principeView source ↗
Sole trader
Empresario em Nome Individual — individual carrying on business with unlimited personal liabilityCodigo das Sociedades Comerciais (Sao Tome and Principe)
Minimum members (Lda)
2 members (single-member quota company also possible)Codigo das Sociedades Comerciais (Sao Tome and Principe) — https://www.expanship.com/st/blog/types-of-companies-in-sao-tome-and-principeView source ↗
Minimum share capital (Lda)
Db 150,000,000 (roughly EUR 6,000) STNCodigo das Sociedades Comerciais (Sao Tome and Principe) — https://www.expanship.com/st/blog/types-of-companies-in-sao-tome-and-principeView source ↗
Registration body
Conservatoria do Registo Comercial (commercial registry); often via the Guiche Unico one-stop shopCodigo do Registo Comercial (Sao Tome and Principe)
Core incorporation steps
Reserve company name, execute articles of association, deposit capital, register with commercial registry, obtain tax number (NIF) and INSS registration, and obtain any sector licencesCodigo das Sociedades Comerciais / Codigo do Registo Comercial
Typical incorporation timeline
Several days to a few weeks via the one-stop shopDoing Business / Guiche Unico procedures — https://archive.doingbusiness.org/content/dam/doingBusiness/country/s/sao-tome-and-principe/STP.pdfView source ↗
Annual accounts filing
Companies must prepare and file annual financial statements regardless of activity levelCodigo das Sociedades Comerciais (Sao Tome and Principe) — https://www.expanship.com/st/blog/types-of-companies-in-sao-tome-and-principeView source ↗
Annual tax compliance
File the annual IRC return, monthly VAT returns (if registered), and monthly INSS and payroll withholding filingsCodigo do IRC / Codigo do IVA / INSS regulations
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