Focus on Bissau investment immigration and the relevant laws of Guinea: The Investment Code of the Republic of Guinea.
The Investment Code of the Republic of Guinea was enacted by Decree No. 001/PRG/87 of January 3, 1987, and amended by Decree No. L/95/O29 of the CTRN dated August 30, 1995.
Article 1
This Investment Code aims to define the scope and conditions for investments in Guinea, protect investors, and encourage them to actively commit to the realization of Guinea's economic and social development priority plans.
Chapter I
Protection granted to investors and general conditions for investment.
Article 2: Freedom of Enterprise
2-1. Provided they comply with the laws and regulations of the Republic of Guinea, any person may engage in commercial, industrial, mining, agricultural, and service activities within Guinea.
2-2. Subject to the laws and regulations in force in the Republic of Guinea, all legally established enterprises in Guinea shall have the following freedoms:
──To import equipment, machinery and tools, raw materials or supplies, finished and semi-finished products, and all materials necessary for their operations.
——To export their products.
——To formulate and implement their production and commercial policies, as well as policies for hiring and dismissing personnel.
——To select customers and suppliers, and to determine prices.
2-3. Definitions of terms
——"Enterprise" refers to an economic entity engaged in commercial, industrial, mining, agricultural, or service activities through an establishment, branch, or company legally incorporated in Guinea.
——"Legally established enterprise in Guinea" refers to an enterprise that complies with current Guinean laws and regulations.
Article 3: Free Transfer of Funds
3-1. Subject to foreign exchange management regulations, natural and legal persons may invest using capital from abroad and may convert and transfer the following income into foreign currency at will:
a) Various income derived from such investments.
b) Proceeds from the liquidation of investments.
c) Compensation referred to in Article 5 below.
3-2. Composition of "foreign capital investment":
——For enterprises legally registered in Guinea, investments in foreign currency or new equipment acquired abroad may be made in the form of corporate securities or share capital, which shall share in the profits of the enterprise's operation and liquidation; however, except for foreign currency, all investment amounts must be verified by an independent accountant.
──Enterprise profits may be transferred abroad for reinvestment.
──Repurchasing existing enterprises or acquiring equity with foreign currency investment.
For the implementation of Article 3-2, the income mentioned in clause "a" of Article 3-1 may be considered as foreign currency investment.
Article 4: Principle of Equality between Public and Private Sectors
To achieve the goal of economic competition, and unless necessitated by public interest, state-owned enterprises and private enterprises shall be guaranteed the same rights and obligations.
Article 5: Protection of Ownership
Except for requirements explicitly stipulated by law for public utility, the state shall not take any requisition or nationalization measures against investments made by individuals or enterprises.
In cases of public utility needs, requisition measures shall not be discriminatory and must be appropriately compensated, with the compensation amount determined according to international law and international practices.
Article 6: Equal Treatment between Foreign Natural/Legal Persons and Guinean Nationals
6-1. Subject to the jurisdiction of the laws and regulations of the Republic of Guinea, foreign natural and legal persons registered in Guinea shall enjoy the same treatment as Guinean nationals regarding rights and obligations.
6-2. Foreign enterprises and expatriates shall enjoy the same rights as Guinean enterprises and nationals, and shall receive the same protection for industrial property rights such as trademarks, patents, labels, and trade names.
6-3. Foreign enterprises and expatriates shall be treated equally with Guinean enterprises and nationals in judicial proceedings.
Article 7: Reciprocity
This chapter does not contain reciprocity clauses.
Chapter II: Preferential Clauses
Article 8: Preferential Clauses
8-1. Any person may establish an enterprise in Guinea or expand an existing one, and shall be entitled to one or more tax incentives as long as it contributes to achieving one or more priority goals of national economic and social development plans.
8-2. Priority development goals are as follows:
──Promoting small and medium-sized enterprises (SMEs) in Guinea.
──Developing non-traditional exports.
──Utilizing Guinea's natural resources and raw materials through local processing.
──Carrying out economic activities in economically underdeveloped regions.
The realization of the above goals shall ensure coordinated economic development and create employment opportunities for Guinea.
8-3. Priority development sectors are as follows:
1)──Agricultural production, especially grain cultivation and farmland improvement.
2)──Cash crop cultivation, including product processing and packaging.
3)──Livestock industry, including facilities for animal health protection.
4)──Fishery industry, including processing and storage facilities.
5)──Fertilizer production, chemical or mechanical preparation and processing of animal, plant, or mineral substances.
6)──Health and education services.
7)──Tourism environmental management and development, and the hotel industry.
8)──Promoting real estate with a social nature.
9)──Investment banking or any other credit institution established outside of Zone 1 as stipulated in Article 15 of this Code.
According to the decisions of the National Investment Committee and the urgent needs for national development, the competent minister shall determine changes to priority development sectors, which are not subject to declaration and approval restrictions.
8-4. The above items have corresponding preferential clauses, listed below:
──Guinean SME clause;
──Export-oriented enterprise clause;
──Clause for enterprises utilizing local natural resources and raw materials;
──Clause for enterprises in economically underdeveloped regions.
Section I: Conditions for Benefiting from Preferential Clauses
Subsection 1: General Conditions
Article 9: Scope of Activities Eligible for Preferential Clauses
All enterprises meeting special conditions may benefit from one or more preferential clauses, except for enterprises engaged in the following activities:
a) Trading activities involving the resale of products purchased outside the enterprise in their original state.
b) Exploration and exploitation of minerals and hydrocarbons, for which the Mining and Petroleum Codes have specific provisions.
Article 10: Enterprise Investment
To benefit from a preferential clause, an SME must invest at least 20% of the total investment amount; for other enterprises, 33%, including working capital for the creation or expansion project of the enterprise authorized for reporting.
"Capital investment" in this Code refers to:
──Investment in cash or new equipment in any enterprise established in Guinea through the form of corporate securities or share capital; other than cash investment, other investments must be verified by a certified accountant.
──Enterprise profits may be used for reinvestment.
Article 11: Employment Conditions
To benefit from one or more preferential clauses, the enterprise must notify the National Investment Committee of its employment creation and local staff training plan.
Subsection 2: Conditions for Realizing Priority Development Goals
Article 12: Small and Medium-sized Enterprises (SMEs)
Enterprises that simultaneously meet the following conditions are considered "SMEs":
1) Asset value (excluding the value of production premises and working capital) is between 15,000,000 and 500,000,000 Guinean Francs.
2) Maintains at least 5 employees.
3) Possesses permanent accounting.
Article 13: Export-oriented Enterprises
Production and service enterprises realizing non-traditional exports are considered "export-oriented enterprises," whose foreign exchange turnover (i.e., turnover manifested by actual convertible foreign currency income generated from the enterprise's product and service exports in a fiscal year) exceeds 22% of the enterprise's total annual turnover.
Except for exports of bauxite and its derivatives, gold, diamonds, and iron ore, all exports of goods and services from Guinea are non-traditional exports.
Article 14: Enterprises Utilizing Local Natural Resources and Raw Materials
Processing or service enterprises whose expenses for intermediate consumption items (raw materials, auxiliary materials, and daily supplies) originating from Guinea exceed 50% of their total intermediate consumption expenses in a fiscal year are considered "enterprises utilizing local natural resources and raw materials."
If the cost of raw materials, auxiliary materials, and daily supplies imported into Guinea is less than 50% of the total cost of processing the original products in Guinea, the former may be considered as intermediate consumption originating from Guinea.
Article 15: Establishing Enterprises in Economically Underdeveloped Regions
15-1. To encourage the establishment of enterprises in economically underdeveloped regions, this Code divides the territory of the Republic into 4 regions;
Zone 1: Conakry, Coyah, Dubréka, Forécariah, and Boké.
Zone 2: Fria, Kindia, Mamou, Dalaba, Pita, Labé, Dinguiraye, and Faranah Prefectures.
Zone 3: Kissidougou, Guéckédou, Kankan, Mandiana, Nzérékoré, and Lola Prefectures.
Zone 4: Koubia, Koundara, Mali, Lélouma.