Would you like to set up a start-up in Côte d’Ivoire, but don’t know which legal form to choose? Would you like to know the minimum share capital and incorporation costs? Here are our instructions to help you get a clearer picture before setting up your own business in Côte d’Ivoire.
What are the main startups in Côte d’Ivoire?
If a startup had to be defined, it could be described as an innovative new company with high growth potential. Its innovative nature stems from the contribution of a new technology, or a new methodology applicable to a defined sector.
Here are the main business sectors with the largest number of startups in Côte d’Ivoire to date:
- new information and communication technologies;
- electronic currencies ;
- and e-commerce.
What are the possible legal forms for my startup?
Subject to the conditions prescribed for the exercise of certain regulated activities, you may exercise your activity :
- in individual form (setting up a sole proprietorship in Côte d’Ivoire);
- or in the form of a company (incorporation of a trading company).
The various legal statuses of companies in Côte d’Ivoire are governed by OHADA community provisions. 1
. In accordance with these provisions, it is possible to opt for :
- setting up a SARL (limited liability company) in Côte d’Ivoire;
- SAS (simplified joint-stock company);
- or even a branch (an establishment belonging to a company or individual, which has no legal personality separate from the company to which it belongs).
These are the most common legal forms for companies in Côte d’Ivoire.
Good to know: these companies can be single-member companies, i.e. with just one partner or shareholder. For example, you can set up a one-man limited liability company in Côte d’Ivoire.
What is the minimum share capital for a startup?
The minimum amount of a startup’s share capital depends on the legal form chosen to run its business. There are also specific provisions for the exercise of certain regulated activities.
Every startup has its own minimum capital:
- in a SARL, it is freely determined by the partners in the articles of association. 2
with a minimum amount of 5,000 CFA francs. However, a minimum share capital of 1,000,000 FCFA is customary; - the minimum share capital of a public limited company is 10,000,000 FCFA 3 ;
- As for the SAS, there is no minimum share capital. It is up to the associates to define this freely in the articles of association. 4
(in practice, a share capital of 1,000,000 FCFA is customary); - finally, the branch has no share capital.
A startup’s share capital can be made up of:
- in cash (sums of money) ;
- in kind (movable and/or immovable property) ;
- and/or industry (technical and/or intellectual skills) 5 .
In the case of contributions in kind, an auditor is appointed. 6
must be appointed to determine the value of the contribution in kind.
Do I have to pay up the share capital when I set up my business?
Shares representing cash contributions may be paid up at the time of capital subscription:
- at least half (1/2) of their nominal value (in the case of SARLs 7 ) ;
- at least one-quarter (1/4) of their par value, in the case of a société anonyme (public limited company). 8).
The surplus is released in one or more instalments, within a period not exceeding :
- 2 years (for limited liability companies 9 ) ;
- and 3 years (for SA 10) from the date of registration in the Trade and Personal Property Credit Register (RCCM).
Do I need to appoint a statutory auditor to set up a startup?
The appointment of a statutory auditor is optional for SARLs and SASs, and mandatory for SAs11.
However, for the SARL 12 and SAS 13
it becomes compulsory if, at the end of a financial year, the company meets two of the following conditions:
- sales in excess of 250,000,000 FCFA;
- permanent workforce of more than 50 employees ;
- balance sheet total in excess of FCFA 125,000,000.
Good to know: this obligation (for SARLs and SASs) ceases if the two conditions are no longer met during the two years preceding the expiry of the statutory auditor’s term of office.
What are the formalities for setting up a business in Côte d’Ivoire?
To set up a business in Côte d’Ivoire, you need to complete certain formalities:
- drafting the articles of association (name, registered office, corporate purpose, amount of shares, duration of the company, identity of partners or shareholders, etc.);
- payment of share capital ;
- registration of the company in the Trade and Personal Property Credit Register, and with the tax authorities;
- declaration of personnel to the Caisse Nationale de Prévoyance Sociale (CNPS) ;
- declare and obtain authorization for the processing of personal data from the Autorité de Régulation des Télécommunications/TIC de Côte d’Ivoire (ARTCI), if necessary;
- registration of trade names or trademarks with OAPI, if necessary(to find out more: how to protect your trademark with OAPI).
The information and documents you need to set up a business in Côte d’Ivoire can be obtained from the various organizations you will be dealing with. It is usually possible to obtain the list of required documents online.
Good to know: a notary must be involved in the formation of an SA or SAS. However, for other types of company (notably SARLs), you are free to choose between a notarial deed and a private deed.
Where do I go to set up a startup in Côte d’Ivoire?
Where you complete the formalities for setting up a startup in Côte d’Ivoire depends on the address of its registered office:
The head office is located in Abidjan
In this case, you must first complete the legal formalities at the Centre de Promotion des Investissements en Côte d’Ivoire(CEPICI).
CEPICI will deliver :
- a unique registration certificate (IDU);
- and an extract (M0) from the Registre de Commerce et du Crédit Mobilier.
To find out more :
Next, you will complete your tax and social security formalities with the authorities in the place where your startup is headquartered:
- to the Centre des Impôts, which will issue you with a Déclaration Fiscale d’Existence ;
- and to the office of the Caisse Nationale de Prévoyance Sociale, which will issue you with an employer registration form.
The head office is located in another district
You will need to complete your incorporation formalities in this district successively with :
- the Court of First Instance, or the detached section of the said Court (to obtain a certificate of registration in the commercial register);
- from the Centre des Impôts (to obtain the Déclaration Fiscale d’Existence) ;
- and the local branch of the Caisse Nationale de Prévoyance Sociale (to receive your employer affiliation number).
Good to know: a reform of the taxpayer identification system is currently underway. A Unique Identifier Number (UID) is issued. Eventually, the IDU will enable taxpayers to be identified by the same number, both at the RCCM, the tax authorities and the CNPS.
How much does it cost to set up a startup in Côte d’Ivoire?
In practice, the amount of disbursements varies according to the amount of share capital.
Set-up costs include
- registration fees 1 (2.5% of the annual rental value of the head office);
- registration fees 2 (0.3% or 0.1% of share capital in excess of FCFA 10,000,000);
- notary’s fees (if any) ;
- registration fees (15,000 FCFA);
- advertising the company’s creation in an authorized newspaper: 15,000 FCFA (optional).
To this can be added :
- disbursements for OAPI formalities (registration of a trade name or trademark);
- the cost of obtaining authorization from ARTCI to process personal data.
In any case, the minimum fee for setting up a limited liability company in Côte d’ Ivoire is 35,000 FCFA (without the intervention of a notary).
The creation of your startup therefore requires careful preparation, and you shouldn’t neglect the documents you’ll need to set up a business in Côte d’Ivoire.
Would you like us to help you draw up your articles of association and create your startup in Côte d’Ivoire? Please do not hesitate to contact us at sonia@africanlegalfactory.com.
