Company creation

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      Procédure de création d’une entreprise à madagascar

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How to create a company in Madagascar
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          Assemblée générale constitutive (société)

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• Constitutive General Assembly (company)
            Ouverture d’un compte capital de société (SA)

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• Opening a capital company’s (SA)
            Authentification des actes (société)

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• Authentication procedures (company)
            Déclaration d’existence

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• Declaration of existence
            Déclaration fiscale

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• Tax Declaration
            Obtention de l’extrait du rôle des patentes

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• Where to extract the role of patent
            Immatriculation statistique en vue de l’obtention d’un numéro statistique

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• Statistical registration in order to obtain a statistical number
            Obtention de la carte professionnelle

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• Obtaining business card
        Phase post constitution

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  Post constitution Phase
        Embauche du personnel

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• Hiring staff
            Ouverture d’un compte bancaire

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• Opening a bank account
            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