The Comoros Investment Code

The legal framework for investment in the Union of the Comoros rests on Comorian national law and OHADA law. The Union of the Comoros has been a party to the OHADA Treaty since 1995; the OHADA Uniform Acts govern, in particular, corporate law, general commercial law, securities, collective proceedings and dispute resolution.

The 2020 Investment Code constitutes the general framework for investment. It should not, however, be read in isolation: investors must also comply with sectoral, tax, customs, social and environmental legislation, as well as the authorisations applicable to their activity.

Comorian law applies in particular to investment, taxation, employment, land and regulated sectors. For certain activities, specific sectoral regulations impose particular conditions that must be examined upstream of any project.

The 2020 Investment Code provides for a regime of tax and customs incentives intended to encourage productive investment and support priority sectors of the Comorian economy. It also aims to create a clear, predictable and non-discriminatory legal framework for national and foreign investors.

The Code applies to private investments made in the Union of the Comoros by national or foreign investors, subject to compliance with the laws and regulations in force, sectoral authorisations, approvals or licences and the exclusions provided for by the applicable texts.

Approval under the Investment Code allows investors to benefit from the regime of tax and customs incentives it provides. It is not a precondition for carrying on an economic activity: the incorporation of a company and the obtaining of Investment Code approval are two separate procedures.

The Union of the Comoros guarantees, subject to the laws and regulations in force, freedom of investment. National and foreign investors may incorporate companies, acquire stakes in existing companies and develop activities in most sectors of the economy.

The Investment Code provides for non-discriminatory treatment between national and foreign investors: they enjoy the same rights and are subject to the same obligations, subject to specific provisions provided by the laws and regulations in force.

Certain regulated activities may, however, be subject to specific conditions concerning the nationality or residence of directors, the composition of capital, minimum Comorian ownership, the obtaining of a licence or approval, minimum share capital or the qualifications of managers.

For Investment Code approval, regime A (SME/SMI) is reserved for Comorian investors. Foreign investors may access regimes B, C and D, subject to compliance with the applicable eligibility criteria.

The National Agency for the Promotion of Investment (ANPI) acts as a one-stop shop for investors. It is responsible for approvals, facilitation and monitoring of investment projects.

ANPI is involved in processing applications for approval under the Investment Code and in supporting investors in their procedures. The question of a project's eligibility should be examined upstream, before any expenditure is committed, in order to determine whether the project falls within the scope of the Code, which expenditures and imports may benefit from the applicable regime, and which commitments and obligations must be undertaken.

Investment Code approval is not sufficient to structure a project. Before establishing in the Comoros, the investor must also examine the legal form of their establishment — local company or branch —, governance, financing, the applicable sectoral regulation, employment, taxation and customs, as well as any administrative authorisations.

For a presentation of corporate forms and the steps to incorporate a company in the Comoros, see Corporate, M&A & Investments and our page on sectoral regulation.