Country investment factsheet · OHADA business law
Legal & tax framework for investment — June 2026 edition
Series: OHADA country factsheets — a country-by-country overview of investment across the OHADA area.
A small coastal nation of West Africa and the only Portuguese-speaking state in the OHADA area and WAEMU, Guinea-Bissau has a distinctive profile: an economy driven by cashew, a strategic fisheries sector, and a business-law framework harmonised across 17 states despite a Portuguese legal tradition. A member of WAEMU — a single-currency monetary zone pegged to the euro — the country introduced VAT in 2025. This factsheet summarises the macroeconomic, tax and legal data relevant to an entry decision, with particular focus on the legal securing of the investment.
Guinea-Bissau at a glance
A harmonised business-law framework
- OHADA — Guinea-Bissau applies the uniform business law of the Organisation for the Harmonisation of Business Law in Africa (17 member states, 9 Uniform Acts: companies, security interests, debt recovery, insolvency, arbitration, etc.) — a particularly notable asset for a Portuguese-speaking country. Disputes may be brought before the CCJA, whose awards are enforceable across the 17 states.
- WAEMU — an 8-state economic and monetary union (central bank: BCEAO); free movement of goods and a common foreign-exchange framework. Reference: uemoa.int.
- Revised SYSCOHADA accounting — the mandatory accounting framework, readable by any investor across the zone.
- Also a member of the African Union, the AfCFTA, ECOWAS, OAPI (intellectual property) and CIMA (insurance).
Common OHADA company forms
| Form | Minimum capital | Typical use |
|---|---|---|
| SA (public limited co.) | XOF 10,000,000 | Codified governance, access to public savings |
| SAS (simplified joint-stock co.) | Set freely by the by-laws | Statutory flexibility — joint ventures, holdings |
| SARL (LLC) | Set freely by the by-laws | Simpler projects, light structure |
| Branch | Attached to the foreign company | OHADA duration limit to anticipate |
Registration with the RCCM; formalities through the business-creation desk.
Tax regime — the essentials
| Tax | Rate | Details |
|---|---|---|
| Corporate income tax (CIT) | ~25% | Within the WAEMU harmonised band (25-30%) — to be confirmed against the tax code in force. |
| VAT | 19% (reduced 10%) | Introduced on 1 January 2025. Normal regime: turnover above XOF 40 M; simplified regime XOF 10-40 M; exemption below XOF 10 M. |
| Withholding taxes (non-residents) | By type of income | Withholdings on dividends, interest, royalties and services paid to non-residents — rates to be confirmed against the tax code (Portuguese-language text). |
| Tax treaties | WAEMU | Main applicable framework: the WAEMU multilateral convention. A very limited bilateral treaty network. |
Tax source: Guinea-Bissau tax code (in Portuguese); 2025 VAT reform. Data to be confirmed against the official text — international tax databases offer limited coverage for this country.
Attractive sectors
- Cashew — the backbone of the economy: more than 80% of exports. Strong potential for local processing (almost all output is currently exported raw).
- Fisheries — a strategic fisheries resource; agreements and investment projects in fishing.
- Agriculture — rice, fruit, diversification beyond the single cashew value chain.
- Energy & infrastructure — significant needs; opportunities in electrification and logistics.
Investment incentives
- Investment Code — a national framework of tax and customs incentives (terms to be checked with the Bissau-Guinean authorities).
- Local cashew processing — a strategic diversification focus that may open incentive regimes.
- Note: Guinea-Bissau’s own investment-promotion agency and one-stop shop should be identified with the authorities — not to be confused with the schemes of Guinea (Conakry), a separate country.
Work permits for expatriates
- Issuance of residence and work permits to expatriate staff holding a local contract.
- Free transfer of salaries to the home country, after payment of local taxes and social contributions.
Foreign-exchange regulation
- WAEMU / BCEAO framework. Cross-border financial transactions fall under WAEMU’s common foreign-exchange regulation, administered by the BCEAO; capital movements and transfers are regulated, channelled through approved intermediaries (banks) and subject to declaration.
- Repatriation of dividends and capital. Transfer abroad of profits, dividends and disposal proceeds is permitted but conditional on documenting the flows and paying the taxes due — to be structured and documented from the moment of entry into the capital.
- Good practice. Funding the investment in foreign currency and keeping documentary traceability of each flow secures the later transfer of funds.
Regulation subject to change — precise terms (thresholds, supporting documents, timelines) to be checked with the BCEAO and an approved intermediary.
Securing the investment — the UGGC angle (OHADA levers)
Beyond the figures, a successful entry rests on command of the legal framework. In a small Portuguese-speaking market that has only recently introduced VAT, the OHADA asset — harmonised business law and CCJA arbitration — is a decisive source of security for the foreign investor.
- CCJA arbitration — dispute resolution before OHADA’s Common Court of Justice and Arbitration; awards enforceable across the 17 member states — a guarantee of predictability despite the Lusophone specificity.
- Security interests (Uniform Act) — a full range of guarantees (mortgage, pledge, autonomous guarantee, security agent) to secure financings.
- FX & repatriation — WAEMU/BCEAO foreign-exchange rules: structure dividend and capital repatriation upfront.
- Governance & compliance — OHADA company law, SYSCOHADA, early-difficulty prevention.
Our teams support these transactions across M&A, tax law and litigation & arbitration (CCJA).
Our reading — the practitioner’s view
The figures don’t tell the whole story. Here are the points we flag to our clients before any entry into Guinea-Bissau — where field experience makes the difference.
Which structure to choose?
For a foreign operator, the choice is most often between the SA (codified governance, XOF 10,000,000 capital, access to public savings) and the SAS (statutory flexibility, freedom of governance and capital). The SARL remains suited to simpler projects. Applying OHADA law offers a familiar reference framework to investors from the zone, despite the Portuguese-speaking administrative environment.
Three pitfalls investors underestimate
- The Lusophone environment. The tax code and the administration operate in Portuguese, while business law is OHADA (in French). This dual-language reality calls for reliable translations and for checking each tax rate against the official text, as international tax databases offer little coverage of this country.
- VAT, recent (2025). Introduced on 1 January 2025, VAT (19% / 10%) is still ramping up; its application terms and thresholds must be checked against the texts in force before any modelling.
- The cashew mono-dependence. The economy relies on raw cashew exports for more than 80%. Local-processing projects are promising but require a careful analysis of the incentives actually available and of the logistics chain.
From text to practice
The structuring asset remains membership of OHADA and WAEMU: an investor already present in the zone finds a familiar legal and monetary base. National incentive schemes and the investment-promotion desk should be identified with the Bissau-Guinean authorities (without confusing them with those of Guinea-Conakry). For regulated sectors (fisheries, cashew), anticipating authorisations and their timelines remains essential.
Frequently asked questions
What is the minimum capital to set up an SA in Guinea-Bissau?
The minimum capital for a public limited company (SA) is XOF 10,000,000. For the SARL and SAS, it is set freely by the by-laws. Registration is with the RCCM. Guinea-Bissau is a member of OHADA and WAEMU.
What is the corporate income tax rate in Guinea-Bissau?
The corporate income tax rate is around 25%, within the WAEMU harmonised band — to be confirmed against the tax code in force.
What is the VAT rate in Guinea-Bissau?
VAT was introduced on 1 January 2025: a 19% standard rate and a 10% reduced rate. Thresholds distinguish a normal regime (turnover above XOF 40 M), a simplified regime, and an exemption below XOF 10 M.
How can an investment be secured in the OHADA zone in Guinea-Bissau?
Investors benefit from OHADA’s CCJA arbitration (awards enforceable across the 17 member states), OHADA security interests, the SYSCOHADA framework, and must structure dividend repatriation upfront under WAEMU/BCEAO foreign-exchange rules.
Does Guinea-Bissau apply OHADA law?
Yes. Guinea-Bissau is one of the 17 OHADA member states, despite its Portuguese-speaking legal tradition. It applies the 9 Uniform Acts and is part of WAEMU and the revised SYSCOHADA accounting framework.
Considering an entry into Guinea-Bissau?
Contact the UGGC Africa team · Download the country factsheet (PDF)
Disclaimer. This country factsheet is provided for general information, as at June 2026; it does not constitute legal or tax advice and cannot bind UGGC Africa. The figures are drawn from public sources and are subject to change; as this country’s international tax coverage is limited, several rates are to be confirmed against the official text. Any investment decision should be the subject of a tailored analysis.
Sources: IMF (Guinea-Bissau country report, 2026) · World Bank (Macro Poverty Outlook) · UN / Worldometer (population) · 2025 VAT reform (specialist sources) · Société Générale Import-Export (taxation) · OHADA · BCEAO · WAEMU · uggcafrica.com.