Madagascar Company Registration Guide 2025 — Policies, Steps, and Precautions

This guide summarizes practical, up-to-date information for registering and operating a company in Madagascar in 2025. It highlights key policy directions, typical registration steps, sectoral considerations, and on-the-ground precautions for both local entrepreneurs and foreign investors.

Overview of the Legal and Policy Context

In recent years Madagascar has been progressively modernizing business procedures: digitizing filings, strengthening anti‑money‑laundering controls, and offering targeted incentives for priority sectors such as agribusiness, tourism, and select manufacturing. While specific measures continue to evolve, the main regulatory framework still relies on commercial registration, tax identification, social security enrollment, and sectoral permits where applicable. Foreign investors should pay special attention to land-use rules and sector restrictions.

Common Business Structures (at a glance)

Step-by-step Company Registration (Typical Workflow)

1. Pre-check and name reservation: Verify company name availability and reserve the name with the Commercial Registry (Registre du Commerce). Ensure the name is not trademarked—conduct a trademark search if necessary.
2. Draft statutes (bylaws): Prepare company statutes in French (the commonly used language for commercial documents). For foreign-sourced documents, plan for legalization and translation.
3. Minimum capital & bank deposit: Determine paid-in capital requirement for your chosen form. Open a local bank account and deposit the required capital if applicable; obtain a deposit certificate.
4. Notarization and signatures: Have the founders sign the statutes. Some documents may require notarization; foreign signatures are often consularized or legalized and translated.
5. Commercial registration: File incorporation documents with the Registre du Commerce et des Sociétés (RCS) or the competent commercial registry office. This typically results in a registration certificate.
6. Tax registration (IFU) and VAT: Register with the tax authorities to obtain a taxpayer identification number and, where relevant, VAT registration.
7. Social security and labor registration: Enroll employees with the national social security fund and obtain employer registration numbers.
8. Sectoral permits and environmental approvals: If you operate in regulated sectors (mining, fisheries, large-scale agribusiness, construction), secure specific licenses and environmental impact assessments before starting operations.
9. Municipal and operating licenses: Obtain local permits, municipal business licenses, and any industry-specific operating authorizations.
10. Work permits and residence for expatriates: Apply for work permits and residence status for foreign managers or employees; labor ministry approvals may be required.
11. Publication and official records: Complete any required publication in official bulletins or commercial gazettes confirming the company formation.

Estimated Timeline

With complete documents, straightforward cases can be completed within 2–6 weeks. Timeframes extend when legalization of foreign documents, complex sectoral permits, or land‑use approvals are involved.

Key Policy Interpretations for 2025

• Digital filing and one‑stop services: Authorities are increasingly pushing for e‑filing and consolidated registration centers. Expect more services to move online over time, but physical visits remain common for notarizations and certain approvals.
• Stronger AML/CFT scrutiny: Due diligence on beneficial owners and source of funds has become more rigorous. Prepare comprehensive KYC documentation.
• Incentives for priority sectors: Investment promotion often targets agriculture, tourism, renewable energy and light manufacturing. Early consultations with investment promotion agencies can identify tax or customs advantages.
• Land tenure constraints: Foreigners generally face restrictions on freehold land ownership and should plan leases and land use via locally compliant structures or long‑term concessions.

Important Precautions

• Verify document legalization: Documents from overseas usually require consular legalization or an equivalent certification and translation to French. Confirm the specific requirement with local authorities.
• Due diligence on partners: Conduct thorough background checks on local partners and shareholders. Example: multiple investors have reported contractual disputes when corporate governance and minority protections were not clearly documented.
• Plan for labor and immigration rules: Hiring expatriates requires permits; budget time and fees for processing. Consider localizing key roles where possible to reduce bureaucracy.
• Understand tax and reporting obligations: Annual accounts, corporate tax filings, VAT returns and social contributions are strictly enforced; noncompliance can lead to fines or administrative suspension.
• Environmental and community relations: Large projects often require environmental impact assessments and community consultations—delays are common if these are underestimated.
• Land and property checks: Secure rights to land through legally recognized leases or concession arrangements rather than informal promises.

Practical Tips and Best Practices

• Engage a local law firm or certified accountant early—especially for drafting statutes and interpreting sectoral rules.
• Keep records of all filings and receipts; administrative processes may require repeated proof of prior steps.
• Use bilingual documents where helpful: Malagasy/French and English for investor materials, but file official documents in French as required.
• Consider a local nominee director only with robust legal safeguards—transparency about beneficial ownership is increasingly enforced.

Comparative Cases

Case A: A European agribusiness set up a SARL in Antananarivo to manage processing operations; it prioritized long‑term land leases and community agreements to minimize operational interruptions.

Case B: A technology services firm registered a local SARL to access the regional market, leveraging Morocco and Mauritius examples where streamlined online registration reduced setup time; however, in Madagascar the company invested in local counsel to navigate labor permit requirements and tax registration delays.

When to Seek External Assistance

If your project involves land acquisition, extractive activities, large capital investments, or a significant expatriate workforce, seek specialized legal, tax and environmental advisors. For cross-border HR, crew or offshore staffing solutions consider professional providers like SailGlobal for international personnel services.

Conclusion

Registering a company in Madagascar in 2025 remains achievable for both local entrepreneurs and foreign investors, provided you prepare for administrative steps, legal formalities, and sectoral permits. Early planning, local expertise, and strict compliance with AML, tax and labor rules are the best guarantees of a smooth market entry.