Essential Guide to Incorporating a Limited Liability Company (LLC) in the Central African Republic (CAR)

1. Choose the Right Business Structure

The most common structure for small and medium businesses in CAR is the Limited Liability Company (SARL). The features of an LLC in CAR include:

• Minimum Share Capital: An LLC requires a minimum capital of FCFA 1 million (approximately $1,800).
• Shareholders and Directors: An LLC must have at least one shareholder and one director. These individuals can be of any nationality and reside anywhere.
• Statutory Auditor: An auditor is necessary only if the capital exceeds FCFA 10 million or if the company meets specific operational thresholds.

2. Select a Company Name

The company name must be unique and should not resemble the name of any existing business. Checking name availability with the Agence Centrafricaine pour la Création d’Entreprises (ACCE) is required.

3. Prepare the Necessary Documentation

The following documents must be prepared for the incorporation process:

• Articles of Incorporation: This document outlines the company’s objectives, shareholders, directors, and share capital.
• Identification Documents: Personal identification documents of the shareholders and directors.
• Proof of Address: The registered office address of the company.
• Bank Deposit Certificate: Confirmation of the deposit of the minimum capital in a local bank.

4. Register the Company

The incorporation documents must be submitted to the Agence Centrafricaine pour la Création d’Entreprises (ACCE). The following is required for registration:

• Submission of incorporation documents.
• Payment of registration fees, which vary based on share capital and business type.
• Upon approval, the company receives a company registration certificate.

5. Obtain a Tax Identification Number (TIN)

All businesses must register with the Direction Générale des Impôts (DGI) to obtain a Tax Identification Number (TIN), essential for tax compliance and official transactions.

6. Open a Corporate Bank Account

A corporate bank account must be opened with a local bank in CAR. The account is necessary for managing company finances and receiving payments.

7. Register for Social Security

Any business with employees must register with the National Social Security Fund (Caisse Nationale de Sécurité Sociale, CNSS) to comply with employee welfare regulations such as pensions, health insurance, and other social benefits.

8. Understand Tax and Legal Obligations

CAR’s tax system is relatively straightforward, but understanding the key tax obligations is essential:

• Corporate Tax: The corporate tax rate is 30% for both resident and non-resident companies.
• Value-Added Tax (VAT): VAT is charged at 19% and requires monthly filings.
• Withholding Taxes: Payments such as royalties, technical services, and interest are subject to withholding taxes ranging from 10% to 15%.

9. Comply with Sector-Specific Regulations

Certain industries, such as mining, require additional regulatory permits. For example, businesses involved in mining diamonds, gold, or timber must adhere to specific industry regulations.

10. Seek Legal and Financial Advice

Considering the complexity of CAR’s legal environment, seeking legal and financial guidance from local professionals is recommended. Experts can help navigate the incorporation process and ensure compliance with all relevant laws and regulations.

Advantages of Incorporating an LLC in the Central African Republic

• Limited Liability: Shareholders are not personally liable for the company’s debts.
• Simplicity: The LLC structure is straightforward, making it ideal for small and medium businesses.
• Foreign Investment Opportunities: CAR is open to foreign investment in various sectors, including mining, agriculture, and construction.
• Access to a Growing Market: CAR offers a growing market with opportunities for business expansion.