Business in Madagascar

A business in Madagascar may be operated as an entreprise individuelle (EI), a company or a functionally equivalent structure. An EI belongs to one individual and does not separate personal assets from business assets, so the owner generally bears unlimited liability. It can suit a small personal activity, but converting an EI directly into a company is not available; the EI must be closed and the new company registered separately. A Société à responsabilité limitée (SARL) is a limited-liability company with a separate legal personality. A SARLU is its single-member form, and both structures commonly suit a small or medium-sized venture that may grow. A Société anonyme (SA), including the single-member SAU, follows capital-company governance and capital rules. A Société en nom collectif (SNC) and a Société en commandite simple (SCS) can expose the relevant general partners to unlimited liability. A société civile (SC) is intended for civil rather than commercial activity. A groupement d'intérêt économique (GIE) supports cooperation between organisations and may operate without capital. A foreign company may use a succursale, agency or liaison structure; a branch has no separate legal personality and remains connected to the parent company's liability. The project should first identify its principal activity and the corresponding NOMAC code, which should match the activity expected to generate the highest revenue. The founder then chooses the legal form, prepares the business purpose, registered office, duration, capital, contributions, governance, result and reserve rules, and liquidation provisions. The company normally needs a local physical premises and at least one resident manager. A bail commercial may cover the registered office and operating premises. Typical premises evidence includes a Certificat de Situation Juridique or title, a certificate of ownership or existence of the premises, and a location plan approved or documented through the relevant local process. The Guichet Unique connects the Direction Générale des Impôts (DGI), the tax administration, with INSTAT and the commercial registration handled through the Tribunal de Première Instance (TPI). Registration commonly includes obtaining a NIF tax number, a STAT statistical card or number, and an RCS commercial registration. The Orinasa online workflow documented for companies uses an account, an online dossier, admissibility review, payment, physical archive deposit and transmission for registration. The documented review time is about 24 working hours after the dossier is received, but there is no universal service deadline. The online integration for an EI is not yet documented in the same way, and coverage outside the documented Analamanga process should be checked locally. Official guidance lists a statutes-registration charge of 0.5% of capital, with a minimum of 10,000 Ariary, a commercial-lease registration charge of 2% of total rent, with a minimum of 10,000 Ariary, an RCS charge of 16,000 Ariary and a STAT charge of 40,000 Ariary. Tax advances depend on the legal form and regime; guidance gives approximate ranges of 100,000 to 1,000,000 Ariary for IR and 16,000 to 150,000 Ariary for Impôt Synthétique. The final amount can also depend on capital, rent, the landlord, the mandate and the selected regime. Fees and tariffs can change, so the current DGI or EDBM information and simulator should be checked before payment. A regulated activity may need a licence, approval or prior declaration before registration is complete or before operations begin. Examples include finance and insurance under CSBF, pharmacy under the relevant professional order, education through the competent ministry, tourism, lodging, restaurants, travel, vehicle rental and transport through the responsible transport or tourism authorities, forestry through the environmental ministry, mining through the Bureau du Cadastre Minier, upstream petroleum through OMNIS, downstream petroleum through OMH, alcohol through the DGI and financial authorities, and telecommunications or broadcasting through ARTEC. Accounting services may involve the Ordre des Experts-Comptables. Import, export, wholesale and industrial activities can also require a declaration, premises certificate or Fokontany-approved plan. Registration does not replace a sector permit. Foreign shareholders and foreign legal persons must provide the applicable identity, passport, residence or corporate-registration documents, with French translations where required. Foreign investment is governed by Loi 2023-002, subject to reciprocity and sector exceptions. Foreign investors cannot directly own land, but an emphyteutic lease can run for up to 99 years and may be renewable. Investor visas and authorisations are separate immigration or employment matters. Investment protections include fair and equitable treatment, protected property, regulated expropriation compensation and transfer freedom, while investors must comply with tax, social, environmental and other legal duties and engage with local communities where required. During operations, the business must keep its legal identity and registered changes current. Outgoing acts, invoices and publications should show the company name, legal form, capital, registered office and RCS information where applicable. The business must follow the current Code des impôts and Code des procédures fiscales, including the 2025 rules, keep accounting and financial records, and file returns under its regime. A business subject to VAT must follow the DGI's current VAT rules and deadlines; no fixed threshold should be relied on without checking the current source. When employees are hired, CNaPS registration and worker affiliation, SMIE membership and the FMFP contribution or training pathway may apply. Employment and labour-law duties are separate matters but form part of the employer's compliance work. Growth may involve changing the legal form, expanding the registered activity, protecting a trademark or patent through OMAPI, or creating a branch or other structure. A ZEF regime is a separate export-oriented incentive program requiring its own eligibility assessment and approval through the relevant EDBM, MIDAC or CTI process; it is not the default legal form for a business. Formal registration is particularly useful for bankability, contracts, import and export, regulated access and public-sector dealings. Informal micro-commerce, artisan work and household activity remain practically significant, but they generally provide weaker legal protection, financing access and public-contract access than formal registration. A company closure normally involves a dissolution decision, registration and publication, liquidation, tax settlement or control, and removal from the RCS. Records should be preserved, creditors and public dues settled, and outstanding liabilities addressed. An EI should be closed before the owner replaces it with a company. Under Loi 2003-042, financial distress may lead to preventive settlement, judicial reorganisation or liquidation. A closure does not erase unpaid debts or other liabilities. Disputes are generally approached amicably first, with a six-month period before the applicable contract, treaty, court or case-specific CAMM or CIRDI process may apply.