Companies and directors have new rules in Mozambique

11 June 2018

In the last month, the Commercial Code for Companies in Mozambique has undergone changes that are considered “important” by the Legis-PALOP legal database, specifically in terms of founding companies and the duties of their directors.

The changes include the new consolidated version of the Commercial Code of Mozambique, whose original version dates back to 2005, new duties of the companies’ directors, with explicit bans on concurrent commercial activity, except with the consent of the partners, on entering into contracts with the company, taking or using company loans, credit, resources or assets, for their own benefit or of third parties or receiving any personal advantage due to the exercise of the position from third parties, among other prohibitions.

According to what Legis-PALOP told Macauhub, with the changes, there is still a list of special rights for partners, with any partner, regardless of the amount of capital held, having one or more special rights, such as the right to elect one or more members to the board or to take part in the board or the right to a preferential percentage of profits.

It is no longer necessary for the nominal value of the shareholdings to be a multiple of 50,000 meticais, and the capital can be realised in cash or in kind or both, Legis-PALOP also notes, which exclusively provides access to the consolidated version of the Commercial Code of Mozambique, including the recent update produced by Decree-Law No. 1/2018 of 4 May.

With the changes, the right to information is extended, insofar as shareholders are able to freely request written information on the management of the company in writing from the company, only stipulating the possibility that the by-laws can require ownership of a minimum percentage, never exceeding 5% of the share capital, to exercise the right to such information. The shareholder also has the right to consult and obtain a copy of any minutes of the General Meeting, immediately and without requiring authorisation from the board, as well as the right to consult and obtain a copy of the minutes of board meetings, with prior authorisation.

It also extends the scope of matters of exclusive competence of the General Meeting, in which the shareholder can be represented by a director, by a third party or by a representative.

For companies subject to Corporate Income Tax (IRPC) and required to keep organised accounts, the balance sheet and annual accounts are required, within 90 days after the General Meeting, to be deposited with the Registry of Legal Entities (EREL).

The changes also introduce a requirement to register the articles of association as a public deed, if the share capital is in kind by transfering immovable assets to the ownership of the company.

For limited companies, consent of the partners is required for splitting shareholdings, and the majority clearance rule is amended, with each metical of the nominal value of the shareholding corresponding to one vote, Legis-PALOP says.

For public limited companies, deliberations are now considered to be passed when half plus one of votes are obtained, it adds. (macauhub)