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1.1.1. Main Forms of Doing Business

Ivory Coast provides a number of business forms for investors. These include:

Société à Responsabilité Limitée (SARL)

An SARL is a private company limited by shares or guarantee, and the most common form used by investors to establish a local entity in the Ivory Coast.

Key aspects of an SARL include:

  • Must have a minimum of 2 shareholders or associates;
  • Ownership is represented by share, which must fully paid-up at the time of incorporation;
  • Minimum capital is 250,000 CFA francs;
  • The value of each share is a minimum of 500 CFA francs; and
  • Shares are freely transferable between shareholders.

Société Anonyme (SA)

An SA is a public company limited by shares. The form is commonly used for large investments with a large number of shareholders.

Key aspects of an SA include:

  • Must have a minimum of 7 shareholders;
  • A minimum of 25% of the share capital must be paid up at the time of incorporation, and fully paid up within 5 years;
  • No minimum capital requirement set, but the value of each share must be at least 5,000 CFA francs;
  • Share ownership is freely transferable; and
  • Shareholders are liable for the company based on their capital contributions including  any unpaid amounts.

Representative Office / Branch Office

Representative offices can be formed solely for preparatory or auxiliary activities, and their activities cannot be qualified as preparatory or auxiliary in nature, if they last for more than 2 years.

It is possible to register a branch in Ivory Coast (and in case the branch does not undertake activities amounting to a taxable presence, apply for a non-taxable status with tax administration in which case they will still be liable to the minimum tax, see Sec. 4.1.).  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”.

Other Business Forms

The Ivory Coast allows for the establishment of a number of other business forms, including:

  • Distributorships and Agencies;
  • Sole Proprietorship;
  • General and Limited Partnerships;
  • Civil Company;
  • Parastatal Company; and
  • Economy Company.

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