AGM in Mozambique: Deadlines, Filings & Compliance

If you’re managing a Mozambican subsidiary, the AGM in Mozambique brings a few surprises. Deadlines, convening rules and the consequences of missing the window all work a little differently here. Mozambique’s New Commercial Code reshaped several of these rules back in 2022, tightening some points and loosening others. This article covers what legal, tax and compliance teams at multinationals actually need to know. That includes the statutory deadline, how the meeting is convened and run, what belongs on the agenda, and the filings that follow once shareholders approve the accounts.

When must you hold an AGM in Mozambique?

Companies must hold their ordinary general meeting within four months of the financial year end. For a calendar-year company, that means the meeting is due by 30 April the following year.

This is a change from the previous regime, which allowed only three months. Any internal guidance still referencing that older rule needs updating.

The deadline is the same across company forms, whether that’s:

• the private limited company (sociedade por quotas, “Lda”)
• the public limited company (sociedade anónima, “SA”)
• the simplified joint-stock company (sociedade por acções simplificada, “SAS”)
• the general partnership (sociedade em nome colectivo)

What differs between these forms is the governance structure running the meeting, not the timing.

Can the deadline be postponed?

No. There’s no mechanism to formally extend the four-month window, however stretched the finance team is. You can reschedule the date of the meeting itself, as long as the new date still falls inside that window.

Where time is short, a universal meeting can go ahead without formal notice. This works if every shareholder is present or represented and agrees to it. Shareholders can also pass a written resolution without meeting at all. Either route still has to land within the same four months.

Miss the deadline entirely and that’s non-compliance, not an automatic extension. Directors carry the responsibility for it, so the only real fix is holding the meeting as soon as possible.

Who convenes the meeting, and how does voting work?

The chair of the meeting’s board, the presidente da Mesa, is the usual convening authority. Where no such board exists, whoever is designated for that company type steps in instead.

An extraordinary meeting must be called wherever the management body, the supervisory body, or shareholders holding at least 5% of the share capital request one. If the person who should convene the meeting doesn’t, the management body, the supervisory body or the requesting shareholders can step in and call it themselves.

Quorum isn’t one fixed figure. It depends on the company type and its articles, except in a universal meeting, where full attendance is the only test that matters. Voting weight generally follows shareholding size. Shareholders can also vote by proxy through a proxy letter (carta mandadeira) delivered to the chair. Unless that letter says otherwise, it’s only valid for the current civil year.

What’s actually on the agenda?

Every ordinary AGM deals with the same three core items:

• approving the balance sheet and management report
• deciding on the application of the year’s result
• filling any vacancies in the corporate bodies

These sit inside a longer list reserved exclusively to the general meeting, covering capital changes, mergers and dissolution, amendments to the articles, major asset disposals, and appointing the external auditor.

Shareholders don’t have to wait for the annual meeting to raise a corporate change. Those holding at least 5% of the share capital can request an extraordinary meeting. A fully attended universal meeting can also resolve on anything, agenda or not. Two matters must be voted on even without prior notice: a proposal to dissolve the company or cut capital if half the share capital is lost, and any move to pursue or remove a director.

Who prepares the accounts, and how are dividends decided?

The management body prepares the balance sheet and management report under Mozambique’s national accounting system, the SCE. Larger companies follow an IFRS-based framework, while smaller ones use a simplified plan.

A supervisory body is only mandatory where the company issues securities or qualifies as medium or large. Broadly, that means 31 to 100 employees with turnover above 30 million meticais, or more than 100 employees with turnover above 160 million meticais. Where one exists, it reviews the accounts before the meeting.

Once the accounts are approved, dividends can follow. That still needs a dedicated resolution, and the payout can only come from that year’s net profit after mandatory deductions. Payment is generally due within three months of the resolution, though the sociedade por quotas follows its own rule of six months. The company must also withhold tax on the payment at a standard rate of 20% and remit it to the Tax Authority.

What documentation do you need to keep?

Every resolution goes into the company’s Book of Minutes. Each entry needs the date, the participants, the votes cast and the resolutions taken, signed by the meeting’s board or, failing one, by the shareholders present.

Shareholders can consult this book and request copies without needing anyone’s permission. Companies must keep it, and their other books, for ten years from the last entry, whether on paper or electronically. There’s no company seal in Mozambique. Signatures, physical or electronic, are what validate the document.

What filings follow the AGM?

Companies subject to corporate income tax with organised accounting must deposit the approved accounts with the Legal Entities Registry (Conservatória do Registo das Entidades Legais, CREL) within 90 days of approval. Once deposited, the accounts become public documents that any interested party can request.

Companies must also register and publish corporate changes decided at the meeting, such as articles amendments, capital changes, mergers, or director appointments and removals. Internally, these take effect from the resolution itself. Against third parties, though, they only take effect once registered, which is exactly why lodging the registration promptly matters.

How do you verify compliance, and what if you don’t?

Three checks answer three different questions:

• a registry certificate confirms whether an act has been registered
• the Boletim da República, the official gazette, confirms whether it’s been published
• a QR-code verification portal confirms whether a document you’re holding is genuine

Skip a filing and the act stays valid internally, but you can’t rely on it against third parties. A good-faith third party, though, can still choose to rely on it themselves. Whoever is responsible for filing, typically the company secretary or the administration, can face liability, and the Code’s sanctions regime applies day-fines for registration and publication breaches.

Miss the AGM deadline itself and the fallout runs deeper. Without a validly approved balance sheet, the company can’t lawfully distribute profit, on top of any fines and director liability involved.

What’s next?

Managing an AGM in Mozambique requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: AGM in Bangladesh: A Guide for Companies.

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• Request a Demo – See Klea in action for your organisation.
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