Legal framework overview · Union of the Comoros
Company Formation in Comoros
Setting up a company in the Union of the Comoros requires consideration of both Comorian law and the OHADA corporate framework. Foreign investors must also take into account the specific investment requirements applicable to foreign-owned businesses.
01
Legal framework for companies in Comoros
The Union of the Comoros has been a party to the Treaty on the Harmonisation of Business Law in Africa (OHADA) since 1995. The OHADA Uniform Acts form the core of business law and notably govern companies, commercial law, security interests, insolvency proceedings and dispute resolution.
Comorian law applies alongside the OHADA framework, in particular in respect of investment, taxation, employment and sector-specific regulation. The legal framework must therefore be read in conjunction, and the structuring of an investment project in Comoros requires consideration of both sources of law.
For an overview of the firm's practice in this area, see Corporate, M&A & Investments.
02
Choosing the appropriate corporate structure
The main corporate forms available under OHADA law for establishing a presence in Comoros include the following. The choice depends notably on the structure of the investment, the contemplated governance, the number of investors and the objectives of the project.
- Separate legal personality: yes
- Shareholders: 1 to 100
- Minimum share capital (general rules): KMF 100,000
- Minimum share capital (current administrative practice for foreign investors): KMF 25,000,000
- Management body: manager(s)
- Statutory auditor: subject to statutory thresholds
- Organisational flexibility: high
- Separate legal personality: yes
- Shareholders: minimum 2
- Minimum share capital (general rules): KMF 7,500,000 (FCFA 10,000,000)
- Minimum share capital (current administrative practice for foreign investors): KMF 25,000,000
- Management body: board of directors and chairman/CEO or managing director + board
- Statutory auditor: yes
- Organisational flexibility: more rigid
- Separate legal personality: yes
- Shareholders: 1 or more
- Minimum share capital (general rules): no statutory minimum
- Minimum share capital (current administrative practice for foreign investors): KMF 25,000,000
- Management body: president (flexible organisation)
- Statutory auditor: subject to statutory thresholds
- Organisational flexibility: very high
- Separate legal personality: no
- Share capital: no share capital, but funds allocated to the local presence
- Management body: representative of the foreign company
- Statutory auditor: generally no
- Organisational flexibility: limited
- Duration: in principle limited to two years
03
Foreign investor requirements
The Union of the Comoros guarantees freedom of investment, subject to the laws and regulations in force. National and foreign investors may establish companies, acquire interests in existing companies and develop activities across most sectors of the economy.
There is currently no specific statutory minimum share capital applicable across all corporate forms to foreign investors. In practice, however, the Comorian authorities currently require a minimum share capital of KMF 25,000,000 for a company incorporated by a foreign investor. This requirement reflects current administrative practice and should be confirmed with the competent authorities at the time of incorporation.
The 2020 Investment Code provides for several investment regimes, applicable according to the amount invested and the number of jobs created. Regulated sectors — including banking, financial and insurance activities, telecommunications, civil aviation and certain other strategic activities — may require specific authorisations, approvals or licences, and may be subject to additional conditions concerning the nationality or residence of directors, the composition of capital, or minimum share capital.
Foreign investment rules should be assessed in light of the investor, the contemplated activity and any applicable sector-specific regulation.
04
Company registration process
The incorporation of a company in Comoros involves a sequence of formalities, from the drafting of the Articles of Association to registration with the Trade and Personal Property Credit Register (RCCM) and the obtaining of tax and administrative identifiers. The main steps are set out below.
- 01
Drafting and execution of the Articles of Association
Preparation of the Articles of Association in French, definition of the corporate purpose, share capital, governance and operating rules; execution by the shareholders.
- 02
Payment of share capital
Payment of the share capital into a blocked account opened with a local bank and obtaining a certificate confirming the deposit of funds.
- 03
Registration with the RCCM
Filing of the application with the One-Stop Shop and registration with the Trade and Personal Property Credit Register (RCCM).
- 04
Obtaining the NIF
Application to the tax authorities and issuance of the Tax Identification Number (NIF).
- 05
Social security registration
Registration of the company with the National Social Security Fund (CNPS) in respect of its employees.
- 06
Obtaining the business licence
Application for a business licence with the tax authorities.
- 07
Trader's card
Application for a trader's card with the ministry responsible for trade, where the company carries out commercial activities.
- 08
Other approvals or licences
Obtaining sector-specific authorisations required to carry on the activity, including in telecommunications, transport, energy, healthcare and other regulated sectors.
05
Investment approval and the ANPI
The National Agency for Investment Promotion (ANPI) acts as a one-stop shop for investors, in respect of approvals, facilitation and project monitoring.
The 2020 Investment Code provides for several investment regimes, applicable according to the amount invested and the number of jobs created. The question of eligibility should be studied upstream, before expenses are committed, in order to determine whether the project falls within the scope of the Code, which expenses and imports may benefit from the applicable regime, and what commitments and obligations must be undertaken.
For a comprehensive analysis of the investment regimes and the role of the ANPI, access the Doing Business in Comoros — 2027 Edition guide.
06
Subsidiary or branch?
A foreign company may establish a presence in Comoros either through a separately incorporated subsidiary or through a branch. The choice has legal consequences that should be examined before registration.
Subsidiary
- Separate legal personality: yes
- A subsidiary incorporated in Comoros has its own legal personality and its own assets.
- The parent company's liability is generally limited to its contribution.
Branch
- Separate legal personality: no
- Local presence of a foreign company; a branch does not provide the same legal separation as a subsidiary.
- Duration: in principle limited to two years.
07
Key considerations before incorporating
Before incorporating a company in Comoros, the investor should examine a number of questions that may affect the choice of structure, the timing of the project and the applicable regulatory requirements.
Doing Business in Comoros
For a broader overview of the legal and investment framework, access the IAA Doing Business in Comoros guide.
FAQ
Frequently asked questions
Can a foreign investor establish a company in Comoros?
Yes. Under the general investment framework, a foreign investor may incorporate a company in the Union of the Comoros and hold 100% of the capital, subject to the rules specific to the contemplated activity and to any applicable sectoral regulation.
Which corporate forms are available in Comoros?
The main corporate forms available under OHADA law include the SARL (private limited liability company), the SA (public limited company), the SAS (simplified joint-stock company) and the branch (local presence of a foreign company). The choice depends on the structure of the investment, the contemplated governance, the number of investors and the objectives of the project.
Is Comoros part of OHADA?
Yes. The Union of the Comoros has been a party to the Treaty on the Harmonisation of Business Law in Africa (OHADA) since 1995. The OHADA Uniform Acts form the core of business law and notably govern companies, commercial law, security interests, insolvency proceedings and dispute resolution.
Are there specific capital requirements for foreign investors?
There is currently no specific statutory minimum share capital applicable across all corporate forms to foreign investors. In practice, however, the Comorian authorities currently require a minimum share capital of KMF 25,000,000 for a company incorporated by a foreign investor. As this reflects current administrative practice, the applicable requirement should be confirmed with the competent authorities at the time of incorporation.
Can a foreign company operate through a branch in Comoros?
Yes. A foreign company may carry on business directly in Comoros through a branch, without immediately incorporating a separate local company. A branch does not, however, provide the same legal separation as a subsidiary, and its duration is in principle limited to two years.
Is investment approval required?
Investment approval depends on the project, the applicable investment regime and the nature of the activity. The 2020 Investment Code provides for several investment regimes, and the National Agency for Investment Promotion (ANPI) acts as a one-stop shop for investors in respect of approvals, facilitation and project monitoring. The question of eligibility should be studied upstream, before expenses are committed.
Planning to establish a business in Comoros?
ITIBAR & AVOCATS ASSOCIÉS advises companies and investors on corporate structuring, incorporation, investment and regulatory matters in the Union of the Comoros.