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Company creation

Procédures

Phase Pre-creation       
              
  • Existence of an object and a headquarters           
  • Choice of company name or company           
  • Choice of legal form           
  • Adoption of statutes (company)           
  • Choosing a Local              

    Phase Constitution and Administrative Legal       

    How to create a company in Madagascar       

    Cration phase is done in maximum 04 days within EDBM:       

                
    • Edition status (company)           
    • Constitutive General Assembly (company)           
    • Establishment and subscription payments (SA company)           
    • Opening a capital company's (SA)           Obtain or request made
    • licenses or permits or approvals required for the activity.           
    • Authentication procedures (company)           
    • Recording status (company)           
    • Declaration of existence           
    • Registration tax for obtaining the tax file number           
    • Tax Declaration           
    • Regulation of business tax           
    • Where to extract the role of patent           
    • Registration in the Commercial Register in order to obtain an analytical and serial number           
    • Statistical registration in order to obtain a statistical number           
    • Tax registration to obtain a
    • tax identification number           
    • Obtaining business card              

      Post constitution Phase       
                  
      • Hiring staff           
      • Affiliation at CNAPS and club membership of Occupational Medicine           
      • Opening a bank account           
      • Publication in newspapers

        Documents required

        Designation Qty
        Basic Procedure  

        Statutes of Company (*)

        Initialed per page and the last page signed by all partners

        The place of performance shall be indicated in the status or a PV

        8

        National Identity Card (NIC)

        OR IF ABROAD, passport copy with the long-stay visa of the manager (s)

        3
        Residence certificate (original) of the manager(s) <3 months 2

        Enjoyment of a local (headquarters or place of practice) OR lease contract of sublease (*)

        Documents to include:

        Copy of title certificate OR legal sitation <3 months OR final deed of sale registered <1 year; SI SUBLETTING, initial registered lease

        Tracking Plan covered by Fokontany

        5

        2

        Proxy and legalized copy of CIN of the agent 2
        Declaration of existence (*) 5
        Statement of formation of a company (B1), IF Co-management, insert (B1 Bis) (*) 3
        Declaration of non-conviction (manager and co-manager) (*) 1
        Investment capital (*) 1
        Company identification card (*) 1
        Patent (*) 1
        Certificate of parentage (ONLY for foreign manager and co-manager) (*) 1
        (*): Model or form that can be removed EDBM or downloaded from the website: www.edbm.mg  
        Supplements for associated corporation  
        Extracts SCR <3 months 2
        IF CREATION of SARLU: status  
        IF MALAGASY ENTITY: PV of equity registered+ Copy of Tax Card 1
        Additions for limited company (SA)  
        PV of general assembly 8
        PV of Board of Directors  8
        Statement of subscription and payment 8
        Application Form 8
        State of subscription and payment 8
        Blocking certificate / paid-up capital 2
        Supplements for liaison office, branch or agency  

        Incorporation/status of the parent company

        No need for statutes for the liaison office, branch or agency

        6
        PV (duplicate) with: appointment of representative, opening a liaison office, agency or branch, designating the assaults of the headquarters and place of operations in Madagascar as well as the start date and end of the financial year 6
        Extract from the Trade and Companies Register (RCS) <3 months in French parent company (French translation of other versions) 1
        Supplementary documents required for the activity of wholesaler, manufacturer, collector and importer  
        Certificate of existence of the location (sales and deposits) issued by the Fokontany of the location 2
        Detailed plans of the premises used for the activity with explicit indication of the dining, shopping, places of deposits covered by Fokontany 2
        Declaration on honor (*) 2

        (*): Model or form to be retrieved from the EDBM or downloaded from the website: www.edbm.gov.mg

        Fees

        Designation Amount
        Payable by certified check to the Tax Department / EDBM  
        Registration of status 0.5% of the share capital (minimum charge: 10.000 Ar)
        Registration of commercial lease 2% of the total rent for the term of the lease
        Registration in the commercial register (SCR) 16.000 Ar
        Statistical Registration (STAT) 40.000 Ar
        Payable cash to the Home Department / EDBM  
        Account of the tax on income (IR) 320.000 Ar
        PV 2.000 Ar

        Document issued (4 days)

        • Recorded documents (statutes and commercial lease contracts: original and duplicate; declaration of existence and proof of payment of installment
        • Received with RCS number RCS
        • Statistical card number STAT
        • Tax card
        • Acknowledgement of records declaration and installment of IR
        • Extract from the commercial register

        Departements concerned

        • EDBM-Taxation: Ministry of Finance and Budget (MFB) / Directorate General of Taxes (DGI)
        • EDBM-RCS: Ministry of Justice (MINJUS) / Registry of the Commercial Court
        • EDBM-INSTAT: National Institute of Statistics

        Schedule to receive applications

        Schedule for receipt of applications for creating society at the Taxation Department: 9 am to 11h30 am 
        Afternoons are reserved for the processing of applications and issuance of tax cards
        NOTE: No receiving records on the day of month-end (setting monthly statement).

        Notes and references

        • Finance Acts and the General Tax Code
        • Law No. 2011-015 of 28 December 2011 Finance Act, 2012, Terms for recording statutes, commercial lease and PV, the calculation of interim tax revenues
        • Law No. 2003-036 of 30 January 2004 on Commercial Companies
        • Decree No. 2011-050 of 1 February 2011 amending Decree No. 2005-151 of 22 March 2005 and Decree No. 2004-453 of 06 April 2004 laying down the conditions of application of Law No. 2003-036 of 30 January 2004 on Commercial Companies
        • Decree No. 99-716 of 8 September 1999 on the Trade and Companies Registry, as amended by Decree No. 2001-345 of 25 April 2001
        • Decree No. 2008-440 of 5 May 2008 on the Trade and Companies Registry and advertising furniture credit
        • Decree No. 2005-380 of 22 June 2005 on the registration of new statistical institutions engaged in economic or social activity in Madagascar
        • Order No. 15981/2011 of 26 April 2011 on the rate of the commercial register and companies to pay in cash to the Home / EDBM department or SCR / EDBM 
        • Decree No. 2002-1008 of 11 September 2002 on the new statutes of the INSTAT, Opinion No. 16-13/VPEI/SG/INSTAT/DG/DAF of 8 March 2013 on the tariff and statistical maps Communication 2271 -13/VPEI/SG/INSTAT/DG renewing statistical cards to pay in cash to the INSTAT / department EDBM

        Version: October 2014