Investment

How to join a ready-made investment project in São Tomé and protect your money

EMEuclides MartinsCEO, MARSF Serviços · 13+ years of experience··3 min read

Ready-made projects are increasingly offered in São Tomé: fish processing with a minimum ticket of $150,000, sea transport and cocoa-based cosmetics from $50,000. A ready plan saves time, but it does not replace due diligence. Here is how participation works, what to put in the contract and how to obtain Investment Code incentives.

Two participation models

ModelHow it worksBest for
Single investorThe investor funds the whole project; a local partner delivers it under contractThose who want control and a large stake
Several investorsEach puts in at least the minimum ticket and receives a proportional stake; the promoter runs the projectThose who want to enter from $50,000 without operational work

In both cases, it is safer to invest not in someone else's company but in a separate special purpose vehicle (SPV) — a local Lda or SA. The assets, concession and incentives then belong to the project rather than to the partner, and your stake can be sold or inherited. This is how we structured a resort project on a concession of more than 90 hectares.

MARSF can also join such an SPV as a local partner: the company's articles of association allow it to hold shares in other companies. For a foreign investor, this means a partner with its own stake in the project's success.

What to check before you transfer money

  1. The promoter. Commercial registry entry, certificates of no tax or social security debt, beneficial owners.
  2. Land and licences. The concession or lease agreement, its term and transferability; sector licences (fisheries, tourism, transport).
  3. The numbers. Revenue forecast, operating costs, budget and break-even point — checked against local prices and island logistics.
  4. Sanctions lists. Projects are closed to persons on UN Security Council sanctions lists; the bank will screen both the investor and the promoter.

What to put in the contract

  • Project funds sit in a bank account; payments only against an approved budget and milestones.
  • Regular financial reports and an independent audit at least twice a year.
  • Shares, voting rights, dividends and exit terms — agreed before any commitment is signed.
  • The contractor may not dispose of the funds directly unless the contract says so.

Incentives: register the project under the Code

A project of €50,000 or more can be registered under the Investment Code (DL 19/2016). Requirements: at least 20% equity, a certificate of no debts and a feasibility study.

Registration steps:

  1. Application to the APCI investment agency.
  2. APCI opinion — 8 days.
  3. Opinions of the relevant ministries — 5 working days.
  4. Minister's decision and investment contract.
  5. Registration of the investment with the Central Bank.

Registration brings tax incentives and a guarantee that profits can be transferred abroad (art. 18). Without registering the investment with the Central Bank, repatriating profits is harder. More on incentives in our article on taxes, and on the company itself in company formation.

If you do not live in São Tomé, the project needs someone on the ground: an address and contact with the bank and government bodies. See how it works in our article on representation.

EM

About the author

Euclides Martins is the CEO of MARSF Serviços, with more than 13 years of experience in São Tomé and Príncipe. He previously served as Lead Communications Specialist at the national implementation unit of the Enhanced Integrated Framework (Quadro Integrado Reforçado, the WTO-linked Aid for Trade programme), where he was also responsible for liaison with the Government of São Tomé and Príncipe.

Let’s discuss your project

MARSF will vet the project and its promoter, prepare the business plan and financial model, set up the SPV, register the investment with APCI and represent you on the ground — from a registered address to talks with government bodies.

Check a project →

This article is for general information only and is not legal or tax advice. Laws and fees may change — check the current terms before you decide.

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