Doing Business in Cape Verde

Munich, 21 July 2015 Doing Business in Cape Verde Renewable Energy Sector Saul Fonseca

INTRODUCTION Reasons to invest Business structures Foreign Investment Tax System Foreign Exchange Rules Labor System Renewable Energy Legal Framework

REASONS TO INVEST

Reasons to invest Civil law system (similarities with most continental Europe) Stable democracy: strong rule of law compared to most countries in the region Economy open to foreign investments No discrimination between national and foreign investors Rights statutorily granted to foreign investors Easy transferability of profits and dividends Foreign exchange stability: 1EUR = 110CVE

Reasons to invest Recent statutes adjusted to today s economy: Tax regime Company and corporate law regime Specific regimes applicable to: Foreign investment Renewable energies sector Bilateral agreement with Germany for mutual protection of investments (Decree 171/90, of 29 December): in force since 15 December 1993

BUSINESS STRUCTURES

Business structures Foreign companies wishing to carry out business activities in Cape Verde for more than 1 year, are required to set up a local entity: Branch; or Local company Most common type of limited liability companies: Limited liability companies by quotas (Sociedade por Quotas 'LDA') Joint stock companies (Sociedade Anónima 'SA')

Business structures LDA VS SA Minimum share capital: CVE 1 Minimum share capital: CVE 1 Contributions of shareholders must be in money Minimum of two shareholders Sole shareholder: possible (if an individual) Corporate Bodies: General Assembly and Management Supervisory body (optional) Contributions of shareholders must be in money Minimum of two shareholders Sole shareholder: possible (if a company) Corporate Bodies: General Assembly Board of Directors (odd number of members) Supervisory body (mandatory)

Business structures Fast track procedure for the incorporation of limited liability companies by quotas or joint stock companies (Decree-Law 9/08, of 13 March 2008) One-stop shop (Citizens House - Casa do Cidadão ) Limitations: adoption of pre-selected by-laws and appointment of a chartered accountant and delivery of a statement by the chartered accountant Online incorporation of companies foreseen but not operational yet

Incorporation procedure (Traditional) 1. Approval of the corporate name 2. Obtain tax identification number 3. Execute the company s by-laws 4. Opening a local bank account in the company s name and deposit the amount required to subscribe the share capital 5. Register the incorporation of the company with the Commercial Registry 6. Publish the company s by-laws in the Official Gazette; 7. File declaration of beginning of activities with tax authorities; 8. Registration with Social Security, National Directorate of Labor and Labor Inspection Services 9. Ancillary licensing procedures (commercial/industrial/other)

FOREIGN INVESTMENT

Foreign Investment Investment Law: applicable to all investments made in Cape Verde by national or foreign investors who wish to benefit from guarantees and incentives (Law 13/VIII/2012, of 11 July 2012, amended by Decree-Law 34/2013, of 24 September) No minimum investment amounts Incorporation of a local company / registration of a branch are foreign investment operations Resolution of disputes between the State and foreign investors subject to arbitration subject to either (i) domestic arbitration law; (ii) Washington Convention of 1965 or ICSID Convention; (iii) ICC Rules Cape Verde Investments (Cabo Verde Investimentos): national investment agency

Foreign Investment Investor s rights and guarantees Non-discrimination between domestic and foreign investors Protection of private property against acts of seizure, nationalization or expropriation and, if for public interest, right to fair compensation Right to convert and transfer abroad all investment revenues: Net operating profits (dividends and interest on capital) Royalties and commissions Income from the sale of shares and partial or total sale of any part of an investment; Compensation for expropriation or loss Expatriates and Cape Verdean workers who, at the time of hiring, have been residing abroad for more than five years, have the right to transfer abroad income from services rendered to companies financed with resources from abroad

Benefits Corporate Income Tax credit 50% on relevant investments made in renewable energy production and manufacture and installation of renewable energy equipment 30% on relevant investments made in other business activities Relevant Investments: newly acquired tangible fixed assets used in the investment project and acquisition of patents and licenses for use of technologies certified by the relevant authority Tax credit cannot exceed 50% of the tax due per year and the excess may be carried forward for 10 years

Benefits Exemption of Single Property Tax on real estate assets purchased exclusively for the installation of the investment project Not automatic, subject to acceptance by the relevant Municipality Exemption of Stamp Duty on financing agreements for the investment project Job creation benefits Training, internships and scholarships benefits

Benefits Customs duties Exemption on the import of certain assets linked to the primary object of the investment project (excludes equipment and vehicles over 5 years old) Exemption on materials incorporated or used in the production of goods and services for the production of electricity with renewable sources, if the company is registered in the Industrial Registry

Benefits Investment Agreement ( Convenção de Estabelecimento ) Exceptional incentives granted by the Council of Ministers on a contractual basis Only available for investment projects: Relevant for the promotion and swifter growth of the national economy Above CVE 10 billion (approximately EUR 90M) Able to create at least 100 jobs within a maximum period of 3 years. In case of investments outside urban districts of Praia, Sal and Boa Vista reduction of requirements by 50% Benefits cannot be combined with general tax benefits Tax rate resulting from the contractual benefits cannot be lower than 1/5 of the tax rate in force

TAX SYSTEM

Tax System Recent major tax reform in order to provide the country with a system similar to the ones in place in the most developed countries around the world CORPORATE INCOME TAX (Imposto sobre o Rendimento das Pessoas Coletivas IRPC ) Levied both on profits obtained in the territory and abroad by resident companies Non-resident companies with a permanent establishment (PE) in Cape Verde are also subject to IRPC on Cape Verdean-source income attributable to the PE

Tax System General rate: 25%; fire brigade surcharge of 2% is applied in the Municipalities of Praia and Mindelo (final tax rate of 25.5%) Micro and small-sized companies: single special tax (SST) of 4% levied on the gross amount of sales, to be paid quarterly. Replaces IRPC, fire brigade surcharge and VAT, as well as the contribution to social security attributable to the company Dividends: 10% WHT; exemption if the following conditions are cumulatively fulfilled: Direct or indirect participation in share capital 10%; Held consecutively for one year prior to the date at which the profits are made available; and None of the entities benefits from a favorable tax regime Interest payment: general rule of 20% WHT is applied

Tax System PERSONAL INCOME TAX ( Imposto sobre o Rendimento das Pessoas Singulares - IRPS ) Due by individuals residing in Cape Verde for more than 183 days in aggregate over the year or having their habitual residence therein at 31 of December Rates: progressive rates ranging between 16.5% up to 27.5% for income above CVE 1.800.000 Residents in Cape Verde are taxed on worldwide income Non-residents are taxed on Cape Verde income only

Tax System SINGLE PROPERTY TAX (Imposto Único sobre o Património IUP ) Levied on transactions involving transfer of real estate assets IUP is also due on the ownership of immovable property on an annual basis by the owner of the real estate Rate: 1.5% on the amounts declared in the public deeds and/or the patrimonial value of the properties transferred

Tax System VALUE ADDED TAX (Imposto sobre o Valor Acrescentado VAT ) Levied on sales of goods, provision of services and importations Rate: 15.5% (applicable during the fiscal year of 2015) 2015 State Budget increased VAT from 15% to 15.5% (except for the transmission of water and electricity ) to fund the reconstruction of villages damaged by the Fogo volcano eruption STAMP DUTY (Imposto do Selo SD ) Levied mainly on financial and corporate operations Lump sums in local currency and rates ranging from 0.5% to 15%

FOREIGN EXCHANGE

Foreign Exchange Regime Foreign exchange ( Forex ) regulations apply to all transactions between Forex residents and Forex non-resident entities, regardless of their nature (personal or business transactions). Currency transfers between a resident entity and a non-resident entity are subject to Forex procedures, which vary depending on the type of transaction. Forex operations must be carried out through local banks or financial institutions duly authorized to carry out such operations, Forex residents: Individuals who are habitually residents (for more than one year) in Cape Verde Companies with head offices in Cape Verde Branches, agencies or any other form of representation in Cape Verde of companies with head offices abroad

Foreign Exchange Regime Forex non-residents: Individuals habitually resident abroad; Companies with head offices abroad with no form of corporate representation. Forex operations: Opening of offshore bank accounts by residents Prior authorization Payment of goods, current operations and invisible items of trade operations Free Capital operations Prior authorization Other operations Prior verification Transfer of investment revenues abroad: relevance of the Foreign Investor status and Bilateral Agreement with Germany

LABOR SYSTEM

Labor System Equal treatment for foreign and national employees As a rule, employment contracts with foreign workers must be drafted in writing and stamped by the National Directorate of Labor in order to be effective 3 types of employment contract Without term (general rule) With fixed term For uncertain term Minimum salary: roughly EUR 100 Social security contributions are payable by the employee on their gross income at a rate of 8% and by the employer at 15%

Labor System In order to enter the country for a temporary assignment employees must apply for a Temporary Visa ( Visto Temporário ). There is no work visa. Two types are available: Ordinary Visa ( Visto Ordinário ): Valid for a single entry only Allows the holder to stay in the country for a period up to 180 days Multiple Entries Visa ( Visto de Múltiplas Entradas ): Valid for multiple entries Allows the holder to stay in the country up to a 90-day period, within one year following the date of its issuance. Where to apply: Foreign embassies or consulates of Cape Verde

Labor System If initial visa is not sufficient: Extension of the Temporary Visa (up to 1 year) Apply for the conversion of the Temporary Visa into a Residence Visa ( Visto de Residência ) within 15 days prior to the expiry date of the Temporary Visa Allows the holder to stay in the country for a period of 1 year Where to apply (extensions and conversion): Migration services in Cape Verde

Renewable Energy Legal Framework

RE Legal Framework Framework Law on Electricity (Decree Law 54/99, of 30 August, amended in 2006 and 2013) General rules: Production: license Transport: concession Distribution: concession (license in case of remote areas not comprised in concessions) Cape Verde 50% Renewable by 2020 Strategy and Action Plan (Resolution 33/2011, of 5 September) Strategic Plan for the Renewable Energy Sector (PESER) and Renewable Energy Development Zones (ZDER) (Resolution 7/2012, of 3 February)

RE Legal Framework Key statute: Legal Regime on Independent Production and Self- Production of Electricity based in Renewable Sources (Decree-Law 1/2011, of 3 January, amended in 2013 and 2014) 3 regimes, all open to private initiative and to the accumulation of licenses: General regime: independent production and self-production License granted by the Energy General Directorate, upon opinion of the Economic Regulation Agency Microgeneration: self production with connection power up to 100kVA Registration of the producer in the Self-Production Registry System Simplified regime for decentralized rural electrification License granted by the Ministry in charge of the energy sector

RE Legal Framework General Regime remuneration Fixed amount set by the Economic Regulation Agency for each kwh injected in the grid for a period of 15 years as of the date of connection to the grid Amount may be lowered by the producer in case of tender No inflation rate updates and no amendments during 15-year period After 15-year period reduction of 20% to 35% set by the Economic Regulation Agency (depending on the technology) Payment: (i) by the Concessionaire; or (ii) through credits of renewable production, always within 30 days of the issuance of the invoice 0.5% compensation fee to the Municipalities/State

RE Legal Framework General Regime - procedure Projects within ZDERs do not require environmental impact assessment procedure or studies I. Granting of reception capacity: Simplified annual tender for attribution of power available for the next two years 2 stages Expressions of interest until 30 June each year Tender stage Upon request of the interested party in case there are no expressions of interest or the tenders do not have any participants 2 alternatives Other interested parties simplified tender stage, with right of first refusal granted to the initial interested party No other interested parties direct award

RE Legal Framework General Regime - procedure II. Establishment License (max. 3 years) Must be requested within 6 months as of granting of reception capacity Technical, economic and financial capability review of the promoter III. Operating License (max. 30 years) May be transferred with authorization by the General Director of Energy

Thank you! Saul Fonseca Saul.Fonseca@mirandalawfirm.com Portugal A Av. Eng. Duarte Pacheco, 7 1070-100 Lisboa Portugal T: +351 217 814 800 F: +351 217 814 802 Cape Verde Travessa Luís de Melo, 9-1st Fl P.O. Box 958 Praia - Santiago - Cape Verde T: +238 261 13 44 F: +238 261 13 26