Market Guide

Which business structure can I use?

You can consider from the following:

• Joint Venture
• Branch of a Foreign Company (Succursale)
• Limited Liability Company (SARL)
• Stock Company/Public Limited Company (SA)

How long does it take to register my business?

With all the proper documents in place, businesses can be registered within 2 - 4 days.

How many directors do I need to set up a company?

The number of directors required vary based on your business structure.

Limited Liability Companies (i.e. SARL) and Branch companies (i.e. Succursale) require a minimum of 1 director.

On the other hand, Public Limited Companies (i.e. SA) require a minimum of 3 directors.

Do I need a minimum number of resident directors?

No minimum number of resident directors are required.

Any restrictions on who I can appoint as a director?

No, there is no restriction on who you appoint as a director.

Can I appoint only foreigners as directors of my board?

Yes, all directors may be foreigners.

Can a company by wholly-owned by foreigners? Do I need a minimum percentage of local shareholders?

Yes, your company can be wholly foreign-owned.

How many shareholders do I need to set up a company?

A minimum of 1 shareholder is required to set up a company.

¹ www.healyconsultants.com/ivory-coast-company-registration/setup-llc/

Do I need approval from the local authorities before my company operates?

All business entities must register with the state Commercial Registry within 30 days of commencement of activity.

Are there business activities which foreign companies cannot do?

No, there are no restrictions on business activities for foreign companies. However, certain sectors (for example, the transport sector) require managers to be Ivorian.

What are some of the activities that require a commercial license before I can start operating?

Some activities that require commercial licenses before commencing operation are: agribusiness, security, large retail, mining, import-export, transport and distribution.

Typically, do I apply for licenses before or after setting up my company?

You may apply for licenses after setting up your company.

Do I renew my licenses each year?

Yes, companies are required to renew their licenses yearly.

Should I display the business license prominently at my business location?

It is not compulsory for you to display your business license.

What is the minimum share capital or investment capital I need to set up a company?

Limited Liability Companies (SARL) do not have a minimum capital requirement.

However, Public Limited Companies (SA) do have minimum capital requirements. Closely-held stock companies have a minimum share capital of US$20,000 (S$27,200), while publicly traded companies have a minimum share capital of US$200,000 (S$272,000)².

Do I need approval from the local authorities to increase my share capital or investment capital?

No, the decision to change one's company's share capital or investment capital is up to the discretion of the company's administrators.

Is there a minimum unit issue price per share?

Yes, each share must have a nominal value of at least US$20 (S$27.20).

Can I issue shares in a different currency?

No, companies are not allowed to issue shares in a different currency.

Are there any restrictions on bringing capital out of Ivory Coast?

No, there are no restrictions.

² www.export.gov/article?id=Cote-d-Ivoire-Establishing-an-Office

Do I need a separate bank account to receive capital?

Yes, capital must be collected in the bank account of the company based in Ivory Coast.

How long does it take to set up a corporate bank account?

It takes around 3-4 weeks to set up a corporate bank account.

Do I need to keep a minimum amount as a capital in the bank account at all times? Or can my company use the entire amount for business activities?

Companies have no obligation to retain a minimum amount of share capital in their bank account.

What is the current corporate tax rate?

Corporate income tax (CIT) is currently at 25%. Companies in the telecommunication, information technology and communication sectors are taxed at 30%.

Are there any tax incentives for my company in Ivory Coast?

• No value added tax (VAT) is levied on export sales.
• FY19 Financial Law has created a single tax rate of 6% on taxable revenue of oilfield services companies which opt for the simplified tax regime, which cover dividend tax and payroll tax. CIT, and the tax on insurance premiums are exempted.
• A new Investment Code was enforced in October 2018, providing companies 5-15 years of tax benefits. More can be found here.

Any special grants for foreign companies or for specific industries which the local government encourages?

The investment code treats foreign investors and the Ivorian investors equally. For this purpose, there are no special subsidies granted to foreigners. In general, the benefits granted to investors are contained in the investment code, and more specifically through investment approval (tax and customs reductions). There are some sectorial subsidies, particularly in the cashew sector, where the state provides a subsidy to companies in this sector.

What is the taxable period?

Companies are required to have a 31 December fiscal year-end as per the law.

When do I pay corporate tax? Is this paid annually or monthly?

Payment of CIT is made in three instalments in April, June, and September following the end of the fiscal year, depending on the sector of activity and taxpayer's office, as follows:

What are the withholding tax rates on interest, dividends and royalties?

Withholding tax rates are as follows:

• Dividends: 15%
• Interest: 18%
• Royalties: 20%

Any VAT or goods & services tax (GST) in Ivory Coast? If so, what is the current rate?

Yes, Ivory Coast has VAT and the current VAT rate is 18%.

VAT is reduced to 9% for milk, pasta products containing 100% durum wheat semolina, and equipment designed to produce solar energy.

³ taxsummaries.pwc.com/ID/Ivory-Coast-Corporate-Taxes-on-corporate-income

What basic employment benefits must I give to my employees?

There is a minimum wage of US$12 (S$16.30). Benefits to be given to employees include insurance and contribution to the National Social Security Fund (CNPS).

Do I need to pay taxes or social security contributions for employees?

Yes, you will be required to pay social security contributions for your employees.

Are there any conditions placed on the hiring of foreign workers?

There is no local minimum quota that must be met first in order to hire a foreign worker in Ivory Coast. However, to recruit a foreign employee, the following procedure must be followed: the job announcement must be declared to the Youth Employment Agency in Abidjan (in French, Agence Emploi Jeunes (AEJ)), or the Ivory Coast Labour Office, which is the national agency in charge of promoting employment in Ivory Coast. Following the declaration to the AEJ, the position is advertised in a local newspaper (ideally a gazette) for a period of one month.

Should no national be hired at the end of the said period, the employer is free to choose anyone of his/her choice to fill the position⁴.

If I send a Singaporean employee to work in Ivory Coast for less than a year, does my employee need a work pass?

Yes, your employee need a Work Contract Visa.

Must I have a physical office in Ivory Coast? Can I use another business' address or a virtual office address?

If your company is not fully established, it is possible for it to be hosted or temporarily domiciled at an address.

⁴ www.africanlawbusiness.com/specialreport/ivory-coast