Company Formation in Madagascar
A complete guide to navigating the EDBM. Learn the requirements, corporate structures, and timelines for establishing a legal entity in the Indian Ocean’s largest island economy, renowned for agribusiness, textiles, and BPO.
Consult Our Madagascar Setup TeamThe Role of the EDBM
Business registration in Madagascar is centralized through the Economic Development Board of Madagascar (EDBM). The EDBM operates an incredibly efficient “Guichet Unique” (One-Stop Shop) that processes company registrations, tax identification, statistical numbering, and social security enrollment concurrently.
For foreign investors, the EDBM is the ultimate gateway. It administers the Malagasy Investment Law and the highly attractive Free Trade Zone (Zone Franche) regime, processing visas, work permits, and investment certificates under one roof to maximize ease of entry.
3 – 5 Days
Average EDBM Turnaround
20%
Standard Corporate Tax (IR)
100% Foreign Ownership
Fully permitted with free capital repatriation
Types of Companies You Can Register
Madagascar’s commercial code is heavily influenced by French corporate law, offering familiar Francophone structures.
Limited Liability Company (SARL)
The Société à Responsabilité Limitée is the dominant structure for SMEs and local subsidiaries. It requires a minimum of two partners (or one for a SARLU) and a modest minimum share capital of 100,000 MGA (Malagasy Ariary).
Joint Stock Company (SA)
The Société Anonyme is tailored for larger investments, particularly in mining or telecoms. It requires a minimum share capital of 2,000,000 MGA, a formalized Board of Directors, and mandatory auditing oversight.
Branch Office (Succursale)
Foreign companies executing specific local contracts can register a branch. Under Malagasy law, a branch must be converted into a fully registered local subsidiary (SARL or SA) after a designated period (usually 2 years) of continuous operation.
The Formation Process
Drafting Statutes & Commercial Lease
Verify your proposed company name and draft the Articles of Association (Statuts). Crucially, Madagascar requires proof of a physical address; you must provide a signed commercial lease or a domiciliation agreement before incorporating.
Capital Deposit
Deposit the initial share capital into a blocked corporate account at a Malagasy commercial bank. The bank will issue a deposit certificate required for the final registration dossier.
EDBM Submission (RCS, NIF, STAT)
Submit the dossier to the EDBM Guichet Unique. The EDBM registers the company with the Commercial Registry (RCS), issues the Tax ID (NIF), and generates the Statistical Number (Carte Statistique).
CNAPS Verification & Visa Processing
The company is registered as an employer with the CNaPS (Social Security). Foreign directors can immediately utilize the EDBM’s immigration desk to convert their entry visas into long-term resident and work permits.
Foreign Investors & The EPZ Regime
Madagascar allows 100% foreign ownership. For businesses aiming to export (such as textiles, BPO, IT services, and agribusiness), the Export Processing Zone (EPZ) regime is highly lucrative.
Administered through the EDBM, securing an EPZ (Entreprise Franche) certificate grants a corporate tax holiday of up to 15 years depending on the sector, followed by a flat 10% rate thereafter. It also provides complete exemptions from VAT and customs duties on imported raw materials and equipment.
Speak with an Advisory ExpertCompliance to Watch
- ⚠️ Language Requirements: French is the absolute standard for all legal, administrative, and corporate documentation. Foreign documents must be translated by a sworn translator and legalized.
- ⚠️ Land Ownership: Foreigners cannot directly own land in Madagascar. However, foreign-owned companies registered in Madagascar can acquire land for commercial purposes, or secure 99-year emphyteutic leases for agriculture or real estate development.
- ⚠️️ Exchange Control (MID): All foreign exchange operations must pass through the Interbank Foreign Exchange Market (MID). While repatriation is guaranteed, specific documentation is required to clear central bank compliance.
Need Professional Assistance?
Navigating the EDBM Guichet Unique, securing an EPZ export certificate, and managing Malagasy property leases requires specialized local expertise. Let our corporate advisors handle the bureaucracy and complete your setup in Madagascar.
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