Cote d’Ivoire - Establishing an OfficeCote d’Ivoire - Establishing Office
Two agencies facilitate business creation and investment promotion: Le Centre de Facilitation des Formalités des Entreprises (CFE), aimed at reducing business start-up time to 48 hours; and the Ivoirian Investment Promotion Center (Centre de Promotion des Investissements en Côte d’Ivoire or CEPICI), to aid joint-venture operations and investment in Côte d’Ivoire. CEPICI has established an office in Abidjan as a “one-stop shop,” providing guidance to foreign investors and reducing the amount of time required for business registration and bureaucratic paperwork. With an online system to navigate formalities and apply for licenses, CEPICI claims that investors can now start a business in 24 hours. CEPICI‘s services include assistance with registration, incorporation, notary services, and modifying the status of or dissolving a company. There are four common business models in Côte d‘Ivoire. In any of these, non-Ivoirians are allowed to hold more than 51 percent of the company‘s assets, although exceptions to this law sometimes occur and can be mandated by government decree. The most common business models used are:
• Joint Venture (Association et Participation);
• Branch of a Foreign Company (Succursale): The establishment of a branch of a foreign company is not allowed until it is registered with the Tribunal de Première Instance. Once registered, the branch is regarded as an Ivoirian judicial entity and is legally independent of the company.
• Limited Liability Company (Société à Responsabilité Limitée - SARL): There are no minimum capital requirements and companies need only to pay the 15,000 CFA ($31) business registration fee. SARLs must have at least one shareholder. No share certificates are issued;
• Stock Corporations (Société Anonyme - SA): Stock corporations are required to have at least one shareholder. Each share must have a nominal value of at least CFA 10,000 ($20) and there is a minimum capital requirement of CFA 10,000,000 ($20,000) for closely-held SAs, and CFA100,000,000 ($200,000) for publicly traded companies. Directors’ meetings must be held on a regular basis. If a corporation has share capital below CFA 2.5 billion ($5 million), there is a stock registration tax of six-tenths of one percent of the value of the stock for the company. For corporations with capital valued above CFA 2.5 billion ($5 million), the registration tax rate is reduced.
Other business forms include regional offices, sole proprietorships, local agency or distributorship arrangements, various entities that are similar to limited and general partnerships, and state-owned or partially government-owned companies. All business entities must register with the state Commercial Registry within 30 days of commencement of activity. If SARL or SA is the chosen business type, the following must be filed with the Commercial Registry: a copy of the company by-laws; the minutes authorizing the establishment of the company (SA form only); and the name of the manager (SARL) or director (SA). Companies must submit an annual balance sheet and profit and loss accounts to the Ministry of Economy and Finance.
Business entities must file a Declaration of Commencement of Business with the Tax Department of the Ministry of Finance and the Economy, the Labor Department and the National Social Security Fund. If the entity contemplates the importation or exportation of goods or materials, it must register as an importer or exporter with the Department of External Trade of the Ministry of Commerce.
Prior to establishing a business in Côte d’Ivoire, it is advisable to consult a local attorney.
Prepared by our U.S. Embassies abroad. With its network of 108 offices across the United States and in more than 75 countries, the U.S. Commercial Service of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the U.S. Commercial Service trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.
• Joint Venture (Association et Participation);
• Branch of a Foreign Company (Succursale): The establishment of a branch of a foreign company is not allowed until it is registered with the Tribunal de Première Instance. Once registered, the branch is regarded as an Ivoirian judicial entity and is legally independent of the company.
• Limited Liability Company (Société à Responsabilité Limitée - SARL): There are no minimum capital requirements and companies need only to pay the 15,000 CFA ($31) business registration fee. SARLs must have at least one shareholder. No share certificates are issued;
• Stock Corporations (Société Anonyme - SA): Stock corporations are required to have at least one shareholder. Each share must have a nominal value of at least CFA 10,000 ($20) and there is a minimum capital requirement of CFA 10,000,000 ($20,000) for closely-held SAs, and CFA100,000,000 ($200,000) for publicly traded companies. Directors’ meetings must be held on a regular basis. If a corporation has share capital below CFA 2.5 billion ($5 million), there is a stock registration tax of six-tenths of one percent of the value of the stock for the company. For corporations with capital valued above CFA 2.5 billion ($5 million), the registration tax rate is reduced.
Other business forms include regional offices, sole proprietorships, local agency or distributorship arrangements, various entities that are similar to limited and general partnerships, and state-owned or partially government-owned companies. All business entities must register with the state Commercial Registry within 30 days of commencement of activity. If SARL or SA is the chosen business type, the following must be filed with the Commercial Registry: a copy of the company by-laws; the minutes authorizing the establishment of the company (SA form only); and the name of the manager (SARL) or director (SA). Companies must submit an annual balance sheet and profit and loss accounts to the Ministry of Economy and Finance.
Business entities must file a Declaration of Commencement of Business with the Tax Department of the Ministry of Finance and the Economy, the Labor Department and the National Social Security Fund. If the entity contemplates the importation or exportation of goods or materials, it must register as an importer or exporter with the Department of External Trade of the Ministry of Commerce.
Prior to establishing a business in Côte d’Ivoire, it is advisable to consult a local attorney.
Prepared by our U.S. Embassies abroad. With its network of 108 offices across the United States and in more than 75 countries, the U.S. Commercial Service of the U.S. Department of Commerce utilizes its global presence and international marketing expertise to help U.S. companies sell their products and services worldwide. Locate the U.S. Commercial Service trade specialist in the U.S. nearest you by visiting http://export.gov/usoffices.