Gn Company Formation

---
name: gn-company-formation
description: "Guinea company-formation and first-year compliance workflow for 2026, based on APIP's current published procedures and the OHADA Uniform Act on commercial companies. Use it to compare an individual business, SARL, SAS and foreign branch, collect the relevant incorporation evidence, distinguish subscribed capital from money paid in, reconcile the published APIP fee routes, and retain RCCM, tax identification and publication outputs. It also sets company-law accounts approval and registry-deposit controls. The statutory basis of Guinea-specific SARL and SA capital guidance remains unresolved; the regional CFA amount must not be relabelled as Guinean francs. Sector permissions, audit appointment, beneficial ownership, tax registration details and full accounting or tax filing methods need separate review."
license: "AGPL-3.0-or-later (code) / OpenAccountants Guide License v1.0 (content)"
metadata:
  source: openaccountants
  openaccountants_url: "https://www.openaccountants.com/skills/gn-company-formation"
  jurisdiction: "GN"
  tax_year: "2026"
  last_updated: "2026-11-01"
---

# Guinea company formation and entity choice v1.1

> **General reference only.** This skill is general tax/accounting reference material for AI-assisted workflows. It has not been reviewed for any specific person's facts, documents, elections, deadlines, residency, filing status, or local procedures. Do not rely on it to file, pay, amend, or take a tax position without review by a qualified professional in the relevant jurisdiction.

## Scope

Prepare an entity-choice note, capital schedule, APIP application pack and incorporation-evidence file for an ordinary Guinea business. APIP publishes a single-window route for enterprise formalisation. Company law comes from the revised OHADA Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE), adopted 30 January 2014. This Guide uses the official signed Journal Officiel text, rather than an intermediary summary or an automatic conversion from CFA into GNF. [APIP route](https://apip.gov.gn/comment-creer-mon-entreprise/); [AUSCGIE](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

The ordinary SARL and SAS methods below are substantive formation work, but they do not establish sector licences, foreign-investment/immigration permissions, an audit exemption, tax elections or a full reporting pack. A branch is a parent-company establishment; RCCM registration alone does not make it a separate company. [AUSCGIE arts. 116-120](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

## Ask the client first

- Who will own and manage the business, where are they resident, and is a foreign parent establishing a branch?
- What activity and location are proposed, and which sector approval is needed before incorporation?
- What liability exposure, investors, share-transfer and governance arrangements change the choice of form?
- What cash/in-kind capital will be subscribed, paid immediately and paid later, and is a special valuation required?
- Which APIP/notarial route applies, and what written fee quotation, identity, residence, parent-company and authority documents are available?
- What year-end, existing commitments, staff and tax registrations will the new business need to service?

## The method, step by step

### Choose the form from the legal and operating facts

| Form | Decision rule and limits | Official source |
|---|---|---|
| Individual business | APIP states no creation capital requirement and unlimited entrepreneur liability. Use a separate personal-liability assessment; the lower registration fee does not decide the form. | [APIP individual business](https://apip.gov.gn/entreprise-individuelle/) |
| SARL / single-member SARL | One or more natural/legal persons, liability limited to contributions, rights represented by social parts. APIP says capital is freely set by associates; AUSCGIE art. 311 expressly reserves contrary national rules. The underlying Guinea exception instrument has not been located, so record that capital-law limitation before finalising the statutes. | [AUSCGIE arts. 309-311](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP SARL](https://apip.gov.gn/societe-a-responsabilite-limitee-sarl/) |
| SAS / SASU | One or more associates; statutes organise governance subject to mandatory rules, capital and nominal share amounts are set in the statutes, and public offerings are prohibited. The SA minimum-capital paragraph is excluded by art. 853-3. | [AUSCGIE arts. 853-1 to 853-5](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP SAS](https://apip.gov.gn/societe-par-actions-simplifiees-sas/) |
| SA | Limited liability with rights represented by shares. SA formation and capital must be reviewed separately: AUSCGIE art. 387 gives a CFA minimum, while APIP publishes a Guinea-franc figure whose supporting mechanism has not been established. Do not relabel the Act's CFA amount as GNF or calculate a floating conversion. | [AUSCGIE arts. 385-389](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP SA](https://apip.gov.gn/societe-anonyme-sa/) |
| Foreign branch | Has no autonomous legal personality and registers locally at the RCCM. Record the foreign parent, legal authority and the art. 120 contribution/dispensation control below before choosing it for a continuing operation. | [AUSCGIE arts. 116-120](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP branch](https://apip.gov.gn/succursale/) |

Do not repeat the historical claim that SARL is the most common form: the sources here establish features and procedure, not a current population ranking.

### Assemble and reconcile capital

For a SARL, subscribe all social parts. Pay in all contributions in kind and at least half the nominal value of cash parts at subscription; call the cash balance in one or more instalments within two years of RCCM registration, under the statutes. Article 312 requires valuation controls for in-kind contributions and special benefits; refer these cases rather than assume the ordinary cash-only example establishes their valuation. [AUSCGIE arts. 311-1,312](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

Immediately deposit paid-in SARL cash in the company-in-formation account at a bank or duly approved credit/microfinance institution, or with a notary, against receipt. Record payment and deposit in the statutes. Article 314 provides the notarial subscription/payment declaration subject to contrary national rules, and blocks the deposited funds until RCCM registration. APIP publishes both private and notarised routes, but its fee label alone does not resolve every national formality exception. Obtain confirmation of the route and documentary evidence before signing. [AUSCGIE arts. 313-315](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP current form](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf).

Keep subscribed capital, initial cash paid, in-kind capital, unpaid balance and release evidence separate from formation fees. A fee paid to APIP is not paid-in share capital. For an SA, all capital must be subscribed before statutes are signed; the cash rule is at least one quarter at subscription and the remainder within three years of registration. These SA funding rules do not resolve the minimum-capital amount in Guinea. [AUSCGIE arts. 388-389](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

### Build the application from the correct route

For a SARL, APIP requests statutes and constitutive assembly minutes; biometric ID/passport for relevant managers/associates; residence evidence or birth evidence for non-residents; proof of capital deposit; two recent identity photographs; and the prior approval where the activity is regulated. Reconcile names, entity name, address, management, capital and activity across the form and all attachments. Do not treat an ordinary incorporation as the regulated-activity licence. [APIP SARL, documents](https://apip.gov.gn/societe-a-responsabilite-limitee-sarl/).

For a SAS, APIP additionally publishes a notarial deposit act for private statutes and a criminal-record extract less than three months old or declaration on honour, with identity, residence/non-resident birth evidence, capital deposit and photographs. Use the SAS list rather than copy the SARL checklist unchanged. [APIP SAS, documents](https://apip.gov.gn/societe-par-actions-simplifiees-sas/).

For a foreign branch, obtain the parent statutes and parent RCCM in French with the legalisation specified by APIP, their notarial deposit act, the parent decision creating the branch, the separate decision appointing the representative and setting powers, and the representative's identity/residence or non-resident birth evidence and photographs. Those corporate resolutions authorise the branch; they are not the minister's dispensation from article 120. [APIP branch, documents](https://apip.gov.gn/succursale/).

APIP's published company sequence includes validation of statutes, payment against receipt, tax registration of statutes, bank capital deposit on a paid-in-capital schedule, then RCCM registration and NIF issuance. Reconcile that administrative sequence with the applicable legal capital-deposit requirements and retain each receipt. [APIP formation sequence](https://apip.gov.gn/comment-creer-mon-entreprise/).

### Reconcile the published fees before payment

The following is the APIP application form retrieved on 1 November 2026, hosted in its June 2026 directory. The form itself is not a newly enacted fee law or an all-in professional quote. Preserve its route labels and confirm which applies. In particular, do not decide what “DEPOT” means from the fee difference alone. [APIP form](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf).

| Published route/item | Fee amount (GNF) | Official source |
|---|---|---|
| SARL, notarised statutes | 300,000 plus 90,000 publication | [Form, statut notarié](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| SARL, private “DEPOT” | 450,000 | [Form, sous seing privé](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| SARL, private “SANS DEPOT” | 530,000 | [Form, sous seing privé](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| SAS, notarised statutes | 400,000 plus 90,000 publication | [Form, statut notarié](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| SA/SAS, private route | 550,000 | [Form, sous seing privé](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| Branch, notarised route | 350,000 plus 90,000 publication | [Form, statut notarié](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| Branch, private route | 500,000 | [Form, sous seing privé](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| Individual business | 212,500 | [Form, personne physique](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |
| Separate registration lines | AGUIPE 68,000; CNSS 0, subject to whether applicable | [Form, enregistrement](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf) |

The SARL web page and information sheet headline GNF 530,000. That agrees with the form's private “SANS DEPOT” row; it is not the fee for every route. No sliding capital-duty rate, notary professional fee, bank charge or all-in total is confirmed here. Obtain those separately. [APIP SARL](https://apip.gov.gn/societe-a-responsabilite-limitee-sarl/); [SARL information sheet](https://apip.gov.gn/wp-content/uploads/2025/07/FICHE-DINFORMATION-SUR-LA-CREATION-DUNE-SOCIETE-A-RESPONSABILITE-LIMITEE-1.pdf).

### Verify completion and start the compliance calendar

Except for a participation company, the Act requires company RCCM registration. Legal personality starts at registration, while the company is constituted on signing/adopting statutes and its pre-registration existence is not opposable to third parties. Do not mark incorporation complete on a payment receipt or draft statute alone. Reconcile the RCCM certificate to the final statutes and capture the NIF, eTax number and SyNERGUI online-publication evidence described by APIP. [AUSCGIE arts. 97-101](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP SARL information sheet](https://apip.gov.gn/wp-content/uploads/2025/07/FICHE-DINFORMATION-SUR-LA-CREATION-DUNE-SOCIETE-A-RESPONSABILITE-LIMITEE-1.pdf).

The company-law calendar requires annual financial statements and a management report; where statutory auditors apply, send them the accounts/report at least forty-five days before the ordinary assembly. Hold the accounts-approval assembly within six months after year-end. Deposit approved financial statements at RCCM within one month after approval; if approval is refused, deposit the refusal decision within the same window. Record actual dates and proof of deposit. These duties do not establish the current detailed accounting statement components, audit thresholds or Guinea tax-return dates. [AUSCGIE arts. 137-140,269](https://biblio.ohada.org/doc_num.php?explnum_id=2032).

For staff, separately complete the [CNSS registration/contribution work](gn-payroll-social.md). An APIP CNSS fee line does not prove employer and individual worker registration. Set up the income-tax, VAT and payroll-tax calendar only after resolving the current law for those jobs; their historical Guide dates do not establish current obligations.

## Boundary and exception table

| Trigger | Required boundary |
|---|---|
| SARL national capital/formality exception | APIP guidance is evidence of administrative practice; obtain the applicable Guinea instrument or legal confirmation before making the final statutory minimum/formality conclusion. |
| SA minimum capital | Hold the Guinea minimum pending its legal mechanism. Do not convert CFA into GNF by assertion. |
| In-kind contributions, regulated sector, foreign permits or beneficial-owner reporting | Obtain the governing valuation, licensing, immigration or ownership-reporting conclusion separately. |
| Foreign branch continuing beyond two years | Article 120 requires contribution to an existing/new company under an OHADA state's law no later than two years after creation unless the competent commerce minister dispenses with the obligation. Subject to special-regime rules, the dispensation lasts two years and is nonrenewable. APIP's short “2 ans renouvelables” description does not replace this precise Act rule. [Art. 120](https://biblio.ohada.org/doc_num.php?explnum_id=2032); [APIP branch](https://apip.gov.gn/succursale/). |
| Missing incorporation or release evidence | Keep status pending; do not assume payment, filing or bank release from a submitted form. |

## Worked cases

An ordinary SARL subscribes GNF 20,000,000 entirely in cash. Subject to confirmation of its applicable Guinea capital/formality route, article 311-1 requires at least GNF 10,000,000 paid at subscription. Paying only that minimum leaves GNF 10,000,000 to call within two years after registration; paying all initially leaves no unpaid cash balance. These amounts are capital, not APIP fees or operating expense.

```oa-check
name: SARL cash paid initially versus in full
inputs:
  subscribed_cash: 20000000
steps:
  - minimum_initial_cash: subscribed_cash * 0.5
  - balance_if_half_paid: subscribed_cash - minimum_initial_cash
  - balance_if_fully_paid: subscribed_cash - subscribed_cash
expected:
  minimum_initial_cash: 10000000
  balance_if_half_paid: 10000000
  balance_if_fully_paid: 0
```

A founder compares APIP's published SARL routes. The notarised route lists GNF 300,000 plus GNF 90,000 publication, or GNF 390,000. The private “SANS DEPOT” route lists GNF 530,000: GNF 140,000 more in the listed APIP components. The private “DEPOT” route is GNF 450,000, or GNF 80,000 below “SANS DEPOT”. This comparison does not choose a legally available route or establish the cheapest all-in route: the notary's own fee, capital, bank charges, capital duties and any applicable separate registration must be added from actual evidence. Do not add a publication fee again where the quoted route total includes it.

```oa-check
name: Compare APIP SARL route components before external fees
inputs:
  notarised_route: 300000
  notarised_publication: 90000
  private_without_deposit: 530000
  private_with_deposit: 450000
steps:
  - notarised_listed_total: notarised_route + notarised_publication
  - without_deposit_minus_notarised: private_without_deposit - notarised_listed_total
  - without_deposit_minus_with_deposit: private_without_deposit - private_with_deposit
expected:
  notarised_listed_total: 390000
  without_deposit_minus_notarised: 140000
  without_deposit_minus_with_deposit: 80000
```

## When to refuse or refer

Refer an SA capital opinion, specialised financial business, public offering, disputed national derogation, in-kind valuation, foreign branch dispensation, sector permit, audit appointment or beneficial-owner filing until its governing rules and facts are established. Do not issue a legal completion opinion from this checklist. The historical capital-duty and annual-tax-date assertions remain explicit source holds, not live filing instructions.

## Filing and payment

File the applicable APIP route with the reconciled signed documents and pay against an official receipt. Obtain final RCCM, NIF/eTax and publication evidence. APIP advertises creation in less than seventy-two hours after capital release; it is an agency service statement, not an unconditional legal deadline or a promise for the client's case. The old one-to-two-week claim is not retained as a verified deadline. [APIP procedure](https://apip.gov.gn/comment-creer-mon-entreprise/).

After registration, track capital calls and the accounts approval/deposit dates above. A CNSS or tax payment follows its separate verified method. Current authenticated APIP/eTax screens, tax regime allocation, statutory sanctions and the full registry correction process have not been inspected.

## Completion checklist

Confirm the entity-choice rationale and all open legal questions; reconcile statutes, identity, authority, capital and activity; identify the APIP fee route and external costs; retain filing/payment receipts and final registration/publication documents; record bank release and outstanding capital calls; open the staff/tax and company-law reporting calendars; and keep unresolved questions with the file. No accountant attestation arises from AI source review.

## Sources

| Official source and portions actually read | Read on |
|---|---|
| [OHADA official signed AUSCGIE text, JO special 4 February 2014](https://biblio.ohada.org/doc_num.php?explnum_id=2032), arts. 97-103,116-120,137-142,269,309-315,385-392,853-1 to 853-8, including neighbours. Current detailed accounting statement components require the separate accounting Act. | 2026-11-01 |
| [APIP formation procedure](https://apip.gov.gn/comment-creer-mon-entreprise/), full procedure, company sequence and timing condition. | 2026-11-01 |
| [APIP SARL](https://apip.gov.gn/societe-a-responsabilite-limitee-sarl/), full features, capital guidance, documents and fees; [SARL information sheet](https://apip.gov.gn/wp-content/uploads/2025/07/FICHE-DINFORMATION-SUR-LA-CREATION-DUNE-SOCIETE-A-RESPONSABILITE-LIMITEE-1.pdf), full one-page document/output/fee list. | 2026-11-01 |
| [APIP creation application form](https://apip.gov.gn/wp-content/uploads/2026/06/FORMULAIRE-DE-CRATION-DENTREPRISE.pdf), full form and fee grid, including route labels, separate registration lines and notes; visually inspected. | 2026-11-01 |
| [APIP individual business](https://apip.gov.gn/entreprise-individuelle/), [SA](https://apip.gov.gn/societe-anonyme-sa/), [SAS](https://apip.gov.gn/societe-par-actions-simplifiees-sas/), and [branch](https://apip.gov.gn/succursale/), each full features/documents/limits page. | 2026-11-01 |

Not yet confirmed: Guinea's underlying SARL capital/formality derogation and SA minimum-capital mechanism; exact applicability/meaning of the APIP “DEPOT” route and separate registrations; sliding capital duties, notary/bank fees and complete costs; detailed SA governance, capital-in-kind valuation and audit appointment; sector/foreigner permissions, beneficial ownership and tax regime registration; current detailed financial reporting standards; current income/VAT/payroll-tax deadlines, authenticated submission screens, registry correction and statutory sanctions. Formation and reporting coverage remain partial.

## Today's figures and who stands behind this skill

This file is an AI skill (tax rules your AI follows) from OpenAccountants, copied on 2026-11-01. Rates, thresholds and deadlines change. For the current version of this skill, its official sources and the named accountant (if any) who stands behind it, call `get_skill` with slug `gn-company-formation` on the OpenAccountants connector (https://www.openaccountants.com/connect), or read https://www.openaccountants.com/skills/gn-company-formation. If neither is available, confirm every figure against the official source pages cited above before relying on it.