Sao Tome and Principe

EXCHANGE

Under the Santomean financial laws and regulations, only banks and financial institutions duly licensed may carry out banking and financial activities in the country.

REGULATORY BODY

National Bank of Sao Tomé and Príncipe

PRINCIPAL LEGISLATION

• Financial Institutions Law (Law No. 9/1992, of 03 August 1992)
• Foreign Exchange Law (Decree Law No. 32/99, of 25 October 1999)
• CORPORATE GOVENRNANCE CODE:Commercial Companies Law (Letter of Law 0f 06 September1888)
• Limited Liability Companies Law (“Lei das Sociedades por Quotas”) (Decree Law No. 43843 of 11 April 1901)

The competition rules, practice and procedure are in their very initial stages in São Tomé and Príncipe.

LEGISLATION

• Rules of procedure for stabilizing commodity prices (Decree No. 55/2014, of 31 December 2014)
• Update of the petroleum products price structure (Decree No 35/2022, of 20 July 2022)

CORRUPTION PERCEPTION INDEX RANK WORLDWIDE FOR 2022

65 out of 180 countries

CORRUPTION PERCEPTION INDEX SCORE FOR 2022

45 out of 100 countries

São Tome and Principe has ratified the following conventions on Anti-Money Laundering and Counter-Financing of Terrorism:

United Nations International Convention for the Suppression of the Financing of Terrorism (ratified in 2006);

United Nations Convention against Organised Transnational Crime (ratified in 2006),

International Convention for the Suppression of Terrorist Bombings (ratified in 2006).

STRUCTURE OF THE COURT SYSTEM

The judiciary system of São Tomé and Príncipe is based on civil law.
The courts are organized by hierarchy in which the higher courts’ judgments bind the court further down the hierarchy as follows:

1. Constitutional Court
2. Supreme Court of Justice
3. Court of First Instance

In addition, São Tomé has specialized courts (in Portuguese “juízos judiciais”), which have their focus in specific areas notably: labour, family and children law.

PERCEPTION OF LOCAL COURTS

The mainstay of Santomean’s legislation is the right of access to justice, the right of a fair trial and that justice shall not be denied to anyone due to a lack of financial means.

The judicial system in São Tome and Principe is not as effective and efficient as it could. There is a significant room for improvement.

ARBITRATION

The arbitration rules, practice and procedure are in their very initial stages in São Tomé and Príncipe.

An arbitration centre has already been created, but it is not yet operational.

LEGISLATION

By Laws of the Arbitration Centre of the Chamber of Commerce, Industry, Agriculture and Services (Decree Law No. 26/2020, of 14 December 2020)

Voluntary Arbitration Law (Law No 9/2006, of 02 November 2006)

LISTING COMPANIES

There are basically two forms of establishing a local presence in São Tomé and Príncipe:  incorporation of a local company, and registration of a branch.

Limited liability companies vs. branch

There are typically three vehicles that a foreign company may set up to carry out activities under the laws of São Tomé and Príncipe (“STP”):

1. A local joint stock company (“SARL”);
2. A local limited liability company by quotas (“Limitada”); or
3. A branch (of a foreign company).

Both SARL and Limitada companies are limited liability companies.
A SARL is the appropriate form of organization for large and widely-held enterprises. SARL companies must have a minimum of five (5) shareholders. As a rule, the minimum share capital required is of Dobras 350.000.000,00 (roughly EUR 14.000), but there are a few exceptions.

A Limitada has a much simpler structure than a SARL company. The minimum number of members is two. Quotas do not have physical existence (certificates) and are registered with the Commercial Registry Services. Each shareholder may only hold one quota and every shareholder must participate in the company’s share capital. The minimum share capital is of Dobras 150.000.000,00 (roughly EUR 6.000).

It is also possible to incorporate sole shareholder companies, in which case the minimum share capital is of Dobras 20.000.000,00 (roughly EUR 800).

Although a branch is not a separate legal entity different from its parent company, it does have full legal capacity to enter into business contracts and is, in general, subject to Santomean law as if it was a company incorporated locally.

São Tomé and Principe has a swift procedure for the incorporation of companies (and registration of branches), which is carried out at a one-stop shop designated Guichet Único. The procedure usually does not take longer than 8 days, and if paying an extra urgency fee, the procedure may be completed within 3 days.

FOREIGN INVESTOR RULES

Foreign investment is governed by Santomean Investment Law (No. 19/2016, of 17 November 2016), Investment Code Regulation (Decree No 18/2017, of 28 December 2017) and Tax Benefits Code (Law No. 15/2016, of 17 November 2016), which applies to all investments carried out by foreign entities in the country from Euros 50.000 (fifty thousand)  (this includes incorporation of companies, registration of branches, acquisition of real estate).

FOREIGN INVESTMENT GUARANTEES

Pursuant to Law No. 19/2016, of 17 November 2016 which approved the Santomean Investment Law, investors shall have the right to be treated well and fairly irrespective of their nationality and be granted protection against any measures which might affect their private ownership.

There are no restrictions on equity participation and on the control of a local company by a foreign investor.

The applicable foreign exchange regime does not have any relevant restriction, notably to the transfer of dividends abroad, which may affect the profitability of the foreign investment.

The government of São Tomé and Principe is unlikely to expropriate the assets of foreign investors directly. However, it must be noted that the financial and exchange crisis in São Tomé and Principe is experiencing relevant difficulties in getting profits and dividends repatriated in a timely manner. 

FOREIGN EXCHANGE REGIME

The import and export of foreign capital is subject to specific procedures before the Central Bank of Sao Tomé and Principe (“BCSTP”).

Santomean law regulates commercial and financial operations that may influence the balance of payments, namely foreign exchange operations.

Exchange operations are determined as follows:

• Purchase or sale of foreign currency;
• Imports and exports
• Current invisible operations;
• Opening and movement of national currency bank accounts in legal currency in foreign countries, or for international payments.

Matters related to alcohol advertising are set out in the Decree Law No. 13/2018, of 18 September 2018 – Advertising Regulations for Alcoholic Beverages, where is said that advertising should respect the following matters:

Not be directed to minors, and in particular not showing them consuming alcohol, or inciting them to consume.

Not encourage excessive consumption.

Not suggest accomplishment, social success or special skills as a result of consumption.

Not suggest the consumption of such beverages to physical exercise or to driving, and not suggest alcohol consumption is a positive quality.

Further, alcohol advertising on radio and television is forbidden from 6:00 AM to 10:00 PM, and the exhibition of alcohol advertising must include a warning as intended for need to moderate the consumption of alcoholic beverages as well as any possible risks for the public health.

São Tomé and Principe has taxation on income, as follows:

Individual Income Tax (“Imposto sobre o Rendimento de Pessoas Singulares” - IRS) is due by individuals residing in São Tomé and Principe, on a worldwide income basis, and non-residents, in regard to income obtained in São Tomé and Principe.

Corporate Income Tax (“Imposto sobre o Rendimento de Pessoas Colectivas” – IRC) is due by companies residing in São Tomé and Principe, non-resident without permanent establishment. Resident entities are taxed on the totality of their income (after deducting the relevant costs), while permanent establishments are only taxed in regard to income attributed to such establishment.

The IRC general tax rate is 25%.

São Tomé’s VAT is applicable to the sale of assets and provision of services by individuals and entities that develop am economic activity. VAT may be due by resident and non-resident entities. The VAT rate is from a minimum of 7,5% to a maximum of 15%.

SISA – this tax follows upon the transfers, against payments, of the imposed property (Law 5/2007, of 11 May 2007)

DOUBLE TAXATION TREATIES

São Tomé and Principe has signed the agreement on double taxation with Portugal, where only one of the States is granted the power to impose taxes on the income of individuals or companies.