{"id":19177,"date":"2024-10-19T19:33:11","date_gmt":"2024-10-19T19:33:11","guid":{"rendered":"http:\/\/property.madagascarinvest.com\/?p=19177"},"modified":"2026-06-09T19:12:44","modified_gmt":"2026-06-09T19:12:44","slug":"different-business-entities-in-madagascar","status":"publish","type":"post","link":"https:\/\/madagascarinvest.com\/fr\/different-business-entities-in-madagascar\/","title":{"rendered":"Different Business Entities in Madagascar (Explained)"},"content":{"rendered":"

While Madagascar provides relatively open conditions for investment, the choice of structure is essential for navigating both practical and legal considerations.<\/p>\n\n\n\n

If you want to set up a company in Madagascar, click here.<\/a> Otherwise, read on to learn more about the various different company entities that exist in Madagascar.<\/p>\n\n\n\n

There are several critical factors to consider. Among those are the desire to form partnerships, the protection of personal assets, and the presence of regulations that may require the adoption of specific legal forms. <\/p>\n\n\n\n

It is equally important to ensure that the chosen structure aligns with long-term objectives, tax obligations, and local governance standards. <\/p>\n\n\n\n

Most common legal structures in Madagascar<\/p>\n\n\n\n

The table below showcases a summary of the essential features of most common structures, focusing on liability and partnership aspects.<\/p>\n\n\n\n

Legal structure<\/strong><\/td>Desire to form partnerships<\/strong><\/td>Protection of personal assets<\/strong><\/td>Description<\/strong><\/td><\/tr>
Entreprise individuelle (EI)<\/td>Not applicable \u2013 single owner<\/td>No separation between personal and business assets<\/td>Business and personal assets are merged; the individual is fully liable for all business debts.<\/td><\/tr>
Limited Liability Company (SARL \u2013 Soci\u00e9t\u00e9 \u00e0 Responsabilit\u00e9 Limit\u00e9e)<\/td>Suitable for small to medium-sized partnerships<\/td>High \u2013 liability limited to contributions<\/td>A separate legal entity managed by one or more partners. Can be a single-person SARL. Flexible and popular structure for SMEs.<\/td><\/tr>
Public Limited Company (SA \u2013 Soci\u00e9t\u00e9 Anonyme)<\/td>Suitable for larger ventures with shareholders<\/td>High \u2013 liability limited to shares<\/td>Regulated structure with a minimum capital requirement. Managed by a general administrator or board of directors. Can be unipersonal.<\/td><\/tr>
General Partnership (SNC \u2013 Soci\u00e9t\u00e9 en Nom Collectif)<\/td>High \u2013 partners actively collaborate<\/td>Low \u2013 partners are personally liable for business debts<\/td>Partners share unlimited liability. Ideal for ventures where trust among partners is strong.<\/td><\/tr>
Economic Interest Group (GIE \u2013 Groupement d\u2019Int\u00e9r\u00eat \u00c9conomique)<\/td>Collaboration among multiple businesses<\/td>Varies \u2013 members remain responsible for obligations<\/td>A formal alliance for non-commercial activities, often used by businesses sharing resources.<\/td><\/tr>
Foreign Company (SDET \u2013 Soci\u00e9t\u00e9 de Droit Etranger)<\/td>Depends on the parent company\u2019s goals<\/td>Varies \u2013 liability handled by the foreign entity<\/td>A branch, liaison office, or agency of a foreign company operating in Madagascar.<\/td><\/tr>
Cooperative (Soci\u00e9t\u00e9 Coop\u00e9rative)<\/td>High \u2013 fosters collaboration among members<\/td>Varies \u2013 depends on the cooperative\u2019s statutes<\/td>Focuses on collective operations, often in agriculture or crafts, with shared profits and responsibilities.<\/td><\/tr>
Non-Governmental Organization (NGO)<\/td>Can involve collaboration between founders or stakeholders<\/td>High \u2013 founders are not personally liable<\/td>Aimed at non-profit initiatives, subject to regulations governing activities and funding.<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n

Source: author, adapted from EDBM<\/p>\n\n\n\n

It\u2019s important to note that if a foreign company wants to set up a business as an independent legal entity, a subsidiary is required (in lieu of a branch\/liaison office\/on site representative office).<\/p>\n\n\n\n

The subsidiary can, therefore, be registered as a Limited liability company (SARL) or a Public limited company (SA). <\/p>\n\n\n\n

Specific case of a duty-free enterprise (zone franche)<\/p>\n\n\n\n

This structure is an incentive system to attract foreign investors, fully oriented to export activities<\/strong>. Those activities are of three categories:<\/p>\n\n\n\n