Define your company's status before you start...
In Côte d’Ivoire, there are several types of company governed by the Code des sociétés commerciales and Groupement d’Intérêt Économique (GIE). It should be noted that each type of company has its own advantages and disadvantages, and it is important to choose the legal status best suited to the nature and objectives of your business project.
Which company status to choose?
The main company statutes are as follows:
- Société à Responsabilité Limitée (SARL): this is a capital company in which the liability of partners is limited to the amount of their contributions. SARLs require at least 2 partners and can have up to 100.
- Société Anonyme ( SA): this is a capital company in which shareholders’ liability is limited to the amount of their contributions. SAs have at least 7 shareholders and may be listed on the stock exchange.
- Société en Nom Collectif (SN C): this is a partnership in which the partners have unlimited joint and several liability for the company’s debts. The SNC requires at least 2 partners.
- Société en Commandite Simple ( SCS): this is a company in which there are two types of partners: general partners, who have unlimited liability, and limited partners, who have liability limited to the amount of their contributions. SCS requires at least one general partner and one limited partner.
- Société en Commandite par Actions (S CA): this is a limited partnership in which the limited partners are shareholders. The SCA combines the characteristics of the SA and the SCS.
- Groupement d’Intérêt Économique (GIE ): this is a grouping of companies or individuals wishing to develop a joint economic activity. EIG members have limited liability for EIG debts and must be at least two in number.
ALF can advise you on the best status to choose, based on your needs and expectations.
Why is it worth setting up a company in Côte d'Ivoire?
4 reasons to set up a company in Côte d’Ivoire :
- Tax advantages: the Ivorian General Tax Code provides for a number of tax advantages for businesses, including tax exemptions for investments in priority sectors such as agribusiness, infrastructure, ICT and renewable energies.
- Simplified business start-up procedure: setting up a business in Côte d’Ivoire can be done in a matter of days, thanks to a one-stop shop for businesses.
- Legal protection: Côte d’Ivoire has a stable legal system and a regulatory framework conducive to business, notably with the establishment of the Chamber of Commerce and Industry, which offers assistance and advice to companies.
- Access to a major regional market : Côte d’Ivoire is a member of the West African Economic and Monetary Union (WAEMU) and the Economic Community of West African States (ECOWAS), giving it access to a regional market of over 300 million consumers.
Who can set up a company in Côte d’Ivoire?
Any natural or legal person, national or foreign, may set up a company in Côte d’Ivoire, provided they comply with the conditions and formalities laid down by law.
Why set up a company with African Legal Factory?
Setting up a company with African Legal Factory means benefiting from a complete, remote solution geared towards :
- Simplicity. Our support solution enables you to register your trademark 100% online, by completing a simple form in 2 minutes.
- Speed. Once we have received your application and the details of your company creation, we will physically deposit your application within 48 hours. You will then receive all the documents you need to keep track of the progress of your procedure.
- Tranquility. Our invaluable legal advice will help you choose the legal form best suited to your business, the conditions for setting up a company, the rules to follow when drawing up articles of association and carrying out formalities, and much more. Our lawyers will take care of completing the entire file and filing it on your behalf, so that you can concentrate on your business.
- Accessibility. We offer you support at a price affordable to entrepreneurs, because we believe that the law should be accessible to all.
What are the steps involved in setting up a company with ALF?
Setting up a company with ALF has never been easier.
Setting up a company in Côte d’Ivoire in the blink of an eye!
- Step 1: Complete the form below;
- Step 2: The ALF team gets back to me with my quote;
- Step 3: I pay my fees online ;
- Step 4: ALF completes all the documents and submits my application to CEPICI within 48 hours of receiving my complete application;
- Step 5: ALF keeps me informed in real time of the various stages involved in setting up my company, until I receive the certificate of registration (IDU) and the extract (M0) from the Registre de Commerce et du Crédit Mobilier.
FAQ
Request a quote and receive it in less than 48 hours!
- How can I get a quote?
- Complete the form at the bottom of the page
- You will receive a questionnaire to complete
- Receive your quote in less than 48 hours
- 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.
- 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.2with 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 FCFA3 ;
- 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 SAs.
11
.
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.
- 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.
- 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.
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).
- 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.
