Cabo Verde introduces new types of contracts through Commercial Code

5 August 2019

Cabo Verde’s new Commercial Code and Commercial Companies Code will come into force on 21 October, replacing colonial legislation that is over a century old and introducing new types of contracts.

According to the Legis-PALOP+TL legal database, the new codes, approved on 23 July, change the organisation and operation of commercial companies, including special contracts, covering the usual commercial contracts (purchase and sale, mandate, loan, deposit), including cooperative, distribution, transport, shipping, and sale on consignment or estimate contract.

A new system has also been set up for some types of contract, namely distribution contracts, which include agency agreements, commercial concession agreements, franchising agreements, consignment agreements, supply agreements, transport agreements, shipping contracts and advertising contracts.

For the first time in Cabo Verde, advertising contracts will be regulated once the new legislation comes into force.

The entire criminal content has also been removed, and a full chapter is focused on dealing with corporate criminal offences.

With the new codes, the former Commercial Code of 1888 and the Commercial Companies Code of 1999 will be repealed, along with subsequent ordinances on the minimum amounts of capital and the decree-law that set out the legal regime for holding companies.

In the new legislation, the obligations of business owners are reviewed, notably the obligation to keep accounts (adapted to new technologies), to prepare a balance sheet and to render accounts.

The statuses of joint ventures and limited partnerships have been removed from the Commercial Companies Code.

However, partners of private limited companies may assume, up to a certain limit, liability for social debts and articles of association may provide ancillary benefits for services.

In order to ensure the effectiveness of the supervisory function, substantial changes have been introduced mainly to public limited companies, particularly large companies and securities issuers listed on the stock exchange. (Macauhub)