Salihi Logo

Article

Structuring a Business in Somalia: Legal Considerations for Entrepreneurs and Investors

August 5, 2025
A modern skyline of Mogadishu's Business District with the ocean visible in the background

As Somalia continues to emerge from decades of conflict and institutional rebuilding, a new generation of entrepreneurs and investors is reshaping its economic future. But launching or expanding a business here requires a strategic understanding of the country’s corporate legal framework.

Types of Business Structures
Somalia recognises several legal business structures:

  • Sole Proprietorships
  • Private Limited Companies (Ltd.)
  • Public Limited Companies (PLC)
  • Partnerships
  • Branches of Foreign Companies

Each structure has distinct implications for liability, taxation, and governance. For example, Limited Companies are the most common for SMEs, offering limited liability and easier access to credit.

Director and Shareholder Requirements
The 2019 Company Law outlines requirements for company officers. A minimum of one director and one shareholder is needed to form a Private Limited Company. These can be Somali nationals or foreign individuals/entities, but all must be registered through the official government portal.

Compliance and Annual Reporting
Registered businesses must maintain updated records and submit annual financial statements. The lack of timely reporting may result in penalties or deregistration. Legal advisors often assist clients in maintaining compliance and liaising with regulatory bodies.

Taxation Overview
The Federal Government has introduced Value Added Tax (VAT), corporate income tax, and withholding taxes on certain transactions. Although the tax system is still evolving, it's essential to register with the Ministry of Finance and understand local tax obligations.

Practical Legal Tips for Startups

  • Always draft clear shareholder agreements
  • Register intellectual property where applicable
  • Consult on regional legal differences (e.g., Puntland vs South West State)
  • Use arbitration clauses for contracts with international partners

Conclusion
With the right legal structure and compliance measures in place, businesses in Somalia can thrive despite the challenges. Engaging with legal professionals early in the process is a critical step toward long-term stability and success in the Somali market.