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1.1.1. Main Forms of Doing Business

Legal forms of doing business in Benin are as follows:

  • Company (Limited Liability Company (SARL) or Public Limited Company (SA));
  • Foreign Business (Branch or Representative Office); and
  • Joint Venture.

Company

Companies can be formed as Limited Liability Company (also known locally as SARL) or a Public Limited Company.

Key aspects of Limited Liability Company (SARL) include:

  • SARL is generally used for setting up small and medium-sized businesses in Benin;
  • Minimum requirement of 1 director and 1 shareholder who can be of any nationality and must not be residents of Benin;
  • The shareholder can be an individual or a legal entity;
  • Minimum share capital required is USD1 (FCFA1) for incorporation; and
  • Mandatory to appoint a statutory auditor in case share capital exceeds USD 18,000 or its annual turnover exceeds USD 45,000 and the company employs a staff of 50 individuals or more.

Key aspects of Public Liability Company (SA) include:

  • Minimum requirement of 3 directors and 1 shareholder, either individuals or corporate body;
  • Minimum share capital required is USD 18,000;
  • Minimum share capital of USD 180,000 is required to be listed on the stock exchange; and
  • SA is required to appoint a notary public and a statutory auditor at the time of incorporation of the company.

Foreign Business (Branch or Representative Office)

Foreign companies can set up business in Benin through a branch or through a permanent establishment (PE) such as a representative office.

Key aspects of a Branch include:

  • Not considered as a separate legal entity;
  • Operations in Benin are defined and controlled by the foreign entity; and
  • Minimum 1 director of any nationality is required to set up a branch in Benin.

Pursuant to the revised OHADA rules, the branch must be converted into a subsidiary within 2 years of operations. The conversion obligation may be postponed by ministerial authorization for a similar period of 2 years but only once and only for companies subject to a “special regime”. Prior to the 2014 revision of the OHADA rules, the conversion obligation could be postponed by ministerial authorization multiple times and without the limitation to those entities benefitting from a “special regime”.

Key aspects of a Representative Office include:

  • Not considered as a separate legal entity;
  • Not allowed to perform any commercial or profit-making activities; and
  • Allowed to conduct market research and promotional activities for the foreign entity.

Joint Venture

Benin does not limit foreign ownership or control. The Government encourages setting up of joint ventures.

Further information on the general investment, tax and regulatory regime about the country is available at the following external references: