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Home , Ivory Coast, OHADA

doing business in Côte d'Ivoire

country profile international treaties and memberships government  Executive: The president is the chief of state and the prime minister is the international and  African Continental Free Trade Area Agreement structure head of government. The president is directly elected by absolute majority regional  Group popular vote, in two rounds if needed, for a single renewable five-year organisations  term. Cabinet and the prime minister are appointed by the president. and customs  Community of -Saharan States  Legislative: Côte d’Ivoire has a bicameral parliament. unions  Economic Community of West African States (“ECOWAS”)  Judicial: The highest court is the Supreme Court. The subordinate courts  are the Courts of Appeal (organised into civil, criminal and social  chambers), first instance courts and peace courts.  International Monetary Fund  Next presidential elections: October 2025.  International Organisation of the French-speaking (Organisation Internationale de la Francophonie) economic  Nominal GDP (USD billions): 71.10  Islamic Development Bank data  GDP per capita (USD): 2 570.76  Organisation of African, and Pacific States  rate (% change): 1.40  Organization for the Harmonization of Business Law in (“OHADA”)  Government revenue (% of GDP): 14.50  United Nations  Government gross debt (% of GDP): 42.61  West African Development Bank (Banque Ouest Africaine de *Source: IMF (June 2021) Développement)  West African Economic and Monetary Union (“WAEMU”) (Union Economique et Monétaire Ouest Africaine  Côte d’Ivoire is heavily dependent on and related activities, , (“UEMOA”)) which engage about two-thirds of the population. Côte d’Ivoire is the  World Bank Group world's largest producer and exporter of cocoa beans and a significant  World Customs Organization producer and exporter of coffee and .  Côte d’Ivoire receives preferential treatment under the following  Cocoa, oil and coffee are Côte d’Ivoire's top export revenue earners, but agreements: http://ptadb.wto.org/Country.aspx?code=384 the agricultural processing of cocoa, , mangos and other bilateral  Côte d’Ivoire has bilateral investment treaties in force with the - commodities is targeted as a high priority. Mining gold and exporting investment Economic Union, , Germany, the Netherlands, electricity are growing industries outside of agriculture. treaties Sweden, and the .  Côte d’Ivoire’s main export partners are the Netherlands, the United  Treaties have been signed with China, , , Japan, , States, , , , Switzerland, Germany and . The Singapore, and but these have not yet entered into force. main export commodities include cocoa beans, gold, rubber, refined petroleum and crude petroleum. investment-  African Growth and Opportunity Act  Côte d’Ivoire’s main import partners are China, and France. The related  Cotonou Agreement main import commodities include crude petroleum, rice, frozen fish, refined agreements /  Multilateral Investment Guarantee Agency petroleum and packaged medicines. institutions  World Trade Organization

risk ratings  World Economic Forum global competitiveness index (2019): 118/141 dispute  Convention on the Settlement of Investment Disputes (ICSID Convention)  World Bank ease of doing business (2020): 110/190 resolution  OHADA  Corruption perception index (2020): 104/179  United Nations Commission on International Trade Law (UNCITRAL)  United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) intellectual  A comprehensive list of IP-related treaties signed by Côte d’Ivoire is property (“IP”) available at: http://www.wipo.int/wipolex/en/profile.jsp?code=CI treaties  See the trade marks section below for further detail.

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legal regime  It is a voluntary merger notification regime. Merging parties can implement applicable legal  Côte d’Ivoire’s legal system is based on French civil law and the a proposed transaction without prior competition approval (at own risk). regime Napoleonic Code. It also has substantial influences from Ivorian  Mergers are analysed in light of the provisions applicable to abuses of customary law. dominance. Merger transactions that create or reinforce a dominant position having as a consequence a significant distortion of competition dispute  The Investment Code, 2018 provides for three distinct dispute settlement are assimilated to abuses of a dominant position. resolution procedures, consisting of:  There is no provision for filing fees, but parties may be liable for an  an amicable dispute settlement procedure; administrative fee for voluntary merger notifications.  should the parties not reach an agreement within 12 months in terms  Given that merger notification is voluntary, there is no risk of penalty for of the above procedure, UNCITRAL conciliation rules will apply; and failure to notify unless the parties are found to have implemented a merger  the parties may agree to submit their dispute to arbitration by the which amounts to an abuse of dominance. In such a situation, parties may Arbitration Centre of the Common Court of Justice and Arbitration face a fine ranging from F.CFA500 000 to F.CFA100-million (which of OHADA, which provides an arbitration procedure. Disputes amount can be increased to 10% of the annual turnover of each of the relating to the general Uniform Acts, or any other business dispute, parties). can be submitted to the OHADA arbitration procedure.  Coast is also a member of ECOWAS and OHADA (other regional  The Commercial Court was established in 2012, which has helped to regulators in Africa). The ECOWAS competition authority (“ERCA”) is not make dispute resolution easier, aided by subsequent developments such expected to become operational before January 2022. OHADA does not as provisions for voluntary mediation and simplified fast-track procedures yet have an operational merger control regime in place. for small claims. prohibited  Anti-competitive practices in Côte d’Ivoire are governed and regulated by land acquisition,  Foreigners may directly own or invest in land in Côte d’Ivoire, however, practices the WAEMU Commission. planning and use access to land is generally granted through concessions or long-term  Horizontal and vertical agreements, decisions and concerted practices leases, ranging between 18 and 99 years. between undertakings which have as their object or effect the prevention,  Foreign investment is protected against expropriation and nationalisation restriction or distortion of competition are prohibited, unless they are by legislation, which provides for compensation on the rare occasion that exempt. land is expropriated for public use.  Cartel conduct (such as price fixing and market division) is prohibited.  Abuses of dominance are prohibited. competition  A firm which engages in an anticompetitive horizontal or vertical merger control  At a national level, the Competition Order (Order No. 2013-662 of 20 agreement or which abuses its dominant position commits an offence and September 2013) regulates competition law in Côte d’Ivoire. may face sanctions, the amount of which is between F.CFA500 000 and  Côte d’Ivoire is a member of WAEMU and is therefore also subject to the F.CFA100-million and can be increased to the equivalent of 10% of the competition rules and regulations of WAEMU. annual turnover or assets of the infringing companies.  According to Directive 02/2002/CM/UEMOA, WAEMU and the national  The National regulator remains competent to sanction the following authority are responsible for monitoring different aspects of competition unilateral conduct: law in Côte d’Ivoire. Merger control in Côte d’Ivoire is dealt with at  refusal to sell; WAEMU regional level.  abuse of economic dependence;  A merger is defined as (i) a merger between two or more previously  discriminatory practices; independent undertakings; or (ii) the acquisition by one or more persons  resale price maintenance and resale below cost; and already controlling at least one undertaking, or by one or more  tying. undertakings, whether by purchase of securities or assets, by contracts or  ECOWAS does regulate anticompetitive practices but the ERCA is not by any other means of direct or indirect control of the whole or parts of one expected to become operational before January 2022. OHADA does not or more undertakings, or (iii) the creation of a joint venture performing on a regulate prohibited practices. lasting basis all the functions of an autonomous economic undertaking.

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employment (Direction Générale d’Impots) and the social security institute (Caisse Nationale de Prévoyance Sociale (“CNPS”)). immigration  Expatriates working in Côte d’Ivoire must hold a residence permit.  Business entities must file a Tax Declaration of Existence with the Tax  Residence permits are valid for one year and renewable for additional Department of the Ministry of Finance and the Economy, the Labour one-year periods. Department and the CNPS.

local employment  An employee may be seconded to Côte d’Ivoire, subject to the employee non-industry  The following general non-industry specific registrations / licences may vs secondment complying with immigration laws and with the formalities required in terms specific also be required: of l'Agence d'Etudes et de Promotion de l'Emploi de Côte d'Ivoire, registrations / (AGEPE). licences  It is a legal requirement for the seconded employee to be employed by a trading licence  There is no general trading licence required, however a licence fee local entity to work in Côte d’Ivoire. (patent), payable to the local municipal authority, is a prerequisite for fixed-term  Fixed-term contracts with a specified or unspecified date of termination are commencing business. contracts and allowed in Côte d’Ivoire.  Importers / exporters require permits and certificates from, and must be temporary  Fixed-term contracts with a specified date of termination cannot be registered with the Ministry of Trade. employment concluded for more than two years, whereas fixed-term contracts with an Directorate  After a company has been registered with the DGI, it must inform the local services unspecified date of termination may only be concluded for a specific and General for tax authorities of its address. The company will then obtain the Tax temporary task and only in cases provided for by law. These contracts Taxation (“DGI”) Declaration of Existence (with a unique tax number). may not have the purpose or effect of permanently providing employment in connection with the normal and ongoing business of the enterprise. Fund for the  Companies paying remuneration to foreign employees working in Côte  A fixed-term employment contract may be terminated before the end of the Development of d’Ivoire must contribute to the Fund for the Development of Vocational term only for reasons of force majeure, common agreement between the Vocational Training (Fonds de Développement de la Formation Professionnelle) for parties or for gross negligence of one of the parties. Training (Fonds de apprenticeships and training of employees.  Labour broking is allowed in Côte d’Ivoire but only for temporary positions Développement not exceeding three months. de la Formation Professionnelle) payment in local  Remuneration must be paid in local currency. currency industry-specific  Industry specific licences may also be required. licences restraint of trade  Restraint of trade agreements are valid and enforceable in Côte d’Ivoire, agreements subject to the requirement that they are entered into voluntarily, and they incentives  Incentives include: are reasonable and not contrary to public policy.  tax and other incentives granted in terms of the Investment Code under the declaration and approval regimes for specified industries, foreign investment regime including agriculture, manufacturing, transport, energy, health and investment  The Investment Code, introduced by Ordinance No. 2018-646 of 1 August tourism, in designated zones; regime 2018, governs foreign investment in Côte d’Ivoire.  specific incentives in the form of a tax credit available to companies  Corporate issues, including formation, incorporation, management and recruiting new employees; dissolution of companies, are regulated by the OHADA Uniform Act on  an exemption from withholding tax on interest, business licence duty Commercial Companies and Economic Interest Groupings, which and real estate tax for five years for taxpayers investing in new supersedes all provisions contrary to national legislation. transformation units for agricultural products;  a 10% tax credit to waste recycling companies, subject to specified registration /  The Investment Promotion Centre (Centre de Promotion des limitations; licensing Investissements en Côte d’Ivoire (“CEPICI”)), has been established as a  incentives available to companies of which at least 15% of expenses requirements one-stop-shop for business registration. This “single window” business are exclusively assigned to research, development and innovation registration centre has all regulatory agencies under one roof, facilitating activities; business registration.  a tax credit granted to waste recycling companies; and  The CEPICI also allows entrepreneurs to register with the commercial registrar (Registre du Commerce et du Crédit Inmobilier), the tax authority

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 incentives granted for decentralisation to businesses developed  SAS: free to determine its management structure, which should, as a outside of the District of . minimum, consist of one chairman / president. There is no requirement to appoint a board of directors. exchange control  Côte d’Ivoire is a member of WAEMU and subject to the WAEMU Unified regulation Foreign Exchange Regulations. company  There is no requirement to appoint a company secretary in Côte d’Ivoire.  In terms of the WAEMU Regulations, investment from outside the secretary monetary union can be made without approval from the local Minister of auditor  SARL and SAS: must appoint a statutory auditor when two of the following Finance. However, direct investment must be reported by the relevant three conditions are met at the end of the financial year: local commercial bank to the office of the Central Bank (Banque Centrale  its total balance sheet exceeds F.CFA125-million; des Etats d’Afrique de l’Ouest, (“BCEAO”)) for statistical purposes.  the annual turnover exceeds F.CFA250-million; or  The income and capital of foreign direct investments may be repatriated  the permanent staff exceeds 50 employees. freely from Côte d’Ivoire.  SAS: appointment of an auditor is mandatory if the main shareholder is a types of entities  The forms of doing business available in Côte d’Ivoire are mainly the foreign company. available for following provided for by the OHADA Uniform Act on Commercial  SA: appointment of an auditor is mandatory. foreign Companies and Economic Interest Groupings: registered  Every company shall have a registered office which shall be indicated in investment  public limited company (société anonyme, (“SA”)); address the Articles of Association.  simplified public limited company (société par actions simplifiée,  The address of the company’s accountants or lawyers may be used as (“SAS”)); registered address for an interim period.  private limited liability company (société à responsabilité limitée, (“SARL”)); shelf companies  There are no shelf companies available in Côte d’Ivoire.  general partnership (société à nom collectif, SNC);  limited partnership (société en commandite simple, SCS); registration  Companies are registered at the Corporate Registry (Registre du  joint venture (société en participation); process Commerce et du Crédit Mobilier (“RCCM”)) at the CEPICI and registration  de facto company (société de fait); can be completed within a week once all required documents have been  economic interest grouping (groupement d’intérêt économique, GIE); submitted.  registered branch of a foreign company; and tax  representation or liaison office. tax system  Côte d’Ivoire has a residence-based taxation system in terms of which private limited liability company residents are subject to tax on their world-wide income and non-residents are subject to tax only on income earned from a source in Côte d’Ivoire. minimum number  SARL | SA | SAS: A minimum of one shareholder is required. of shareholders  In principle, local shareholders are not required, but may be required in corporate  A company is resident in Côte d’Ivoire if it is incorporated in Côte d’Ivoire. certain specified sectors such as mining, oil and gas. residence

minimum share  SARL: in terms of Ivorian law, freely determined by the shareholders in the corporate tax  Resident companies and permanent establishments of foreign companies capital Articles of Association. It shall be divided into equal shares whose face rate with annual turnover exceeding F.CFA500-million are subject to corporate value may not be less than F.CFA5 000; income tax at the rate of 25%.  SA: F.CFA10-million; and  A minimum lump-sum tax (impôt minimum forfaitaire, IMF) is payable by  SAS: no minimum required share capital. companies subject to corporate income tax at a rate of 0.5% of total turnover (inclusive of VAT), with a minimum of F.CFA3-million and a directors  SARL: must have at least one managing director (gérant). It is maximum of F.CFA35-million. recommended that someone who is either based in or regularly travels to  Smaller entities may be subject to either the: Côte d’Ivoire be appointed as managing director, as it is required for such  entrepreneur regime – combining the Municipal Entrepreneurs' Tax a person to hold a long term visa. There is no requirement to appoint (TCE) and the State Entrepreneurs' Tax (TEE) regimes; directors / managers in addition to the managing director.  Microenterprise Tax regime; or  SA: must appoint a chairman of the board who can also act as general  Simplified Tax regime (RSI). manager of the company (directeur général). A board of directors with three to 12 members, including a chairman, is to be appointed.

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capital gains tax  Capital gains are included in ordinary taxable income and subject to  the interest rate does not exceed the BCEAO interest rate by more (“CGT”) corporate income tax at the standard rate of 25%. than two percentage points.  Capital gains derived by companies under the holding company regime employee taxes  Employment income is subject to a salary tax (impôt sur les traitements, from the disposal of shares, held for at least two years, benefit from a 20% salaires, pensions et rentes viagère et contribution annexes, (“IS”)) levied reduced rate of tax. at a rate of 1.5% of 80% of gross income, which is withheld by employers. withholding tax WHT rate  A national contribution (contribution nationale (“CN”)) for economic, social (“WHT”) rates and cultural development is levied on 80% of the gross salary (including payment to Residents non-residents* benefits in kind) in the form of a surcharge at the rate of 1.5%, 5% or 10%, branch profits N/A 7.5% depending on the taxable income of an employee. dividends 15% 15%  Employment income is subject to the scheduler tax on wages and salaries based on a complex formula taking into account the salary tax (IS), 10% (listed entities) 10% (listed entities) national contribution (CN), a 15% deduction and a coefficient of between 1 interest 1%, 5%, 10% and 1%, 5%, 10% and 16.5% and 3.5, depending on the family status of the taxpayer, according to the 16.5% (interest on bank (interest on bank following graduated scale rates: deposits) deposits) chargeable income (F.CFA) tax rate 16.5% (interest on 16.5% (interest on current banks accounts) current banks accounts) up to 1 000 0% 18% (other interest) 18% (other interest) 1 000 – 2 200 000 2% royalties 7.5% 20% 2 200 001 – 3 600 000 10% management, N/A 20% 3 600 001 – 5 200 000 15% consulting and 5 200 001 – 7 200 000 20% service fees 7 200 001 – 9 600 000 24% *The withholding tax rate may be reduced in terms of a relevant double tax 9 600 001 – 12 600 000 26% agreement. 12 600 001 – 20 000 000 29% double tax  DTAs are in force with Belgium, Canada, France, Germany, Italy, 20 000 001 – 30 000 000 32% agreements , Norway, , Switzerland, Tunisia, the United Kingdom and 30 000 001 – 40 000 000 34% (“DTAs”) WAEMU (including , , -, , , 40 000 001 – 50 000 000 35% and ). over 50 000 000 36% losses  Losses may be carried forward for a period of five years. social security  Deferred depreciation may be carried forward indefinitely.  Both employers and employees must make monthly social security contributions contributions to the CNPS. The employer contribution rates, based on the transfer pricing  In terms of Côte d’Ivoire’s transfer pricing rules inter-company transactions employee’s remuneration are: must be entered into on an arm’s length basis.  family benefit: 5% (subject to an annual remuneration ceiling of F.CFA32 400 000); limitations on  There are no specified thin capitalisation rules applicable in Côte d’Ivoire.  maternity insurance: 0.75% (subject to an annual remuneration interest However, interest paid on shareholder loans is deductible only if the ceiling of F.CFA32 400 000); deductibility following conditions are met:  occupational risk: 2% – 5% depending on the level of risk (subject to  the loan is repaid within five years and the company is not under a an annual remuneration ceiling of F.CFA32 400 000); and liquidation procedure during the same period;  retirement: 7.7% (subject to an annual remuneration ceiling of  the amount of the loan does not exceed the share capital; F.CFA32 400 000).  the amount of interest paid does not exceed 30% of the company’s  The employee contribution rate is 6.3% (subject to an annual profits before deduction of interest, amortisation and provisions; and remuneration ceiling of F.CFA32 400 000).

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payroll tax  An apprenticeship tax (taxe d’apprentissage) is due at the rate of 0.4% on trade marks 80% of the total gross salary (including benefits in kind) of local and international  Madrid Protocol expatriate personnel. conventions,  Nice Agreement  A training due (taxe de formation continue) is due at the rate of 1.2% on treaties and  Paris Convention for the Protection of Industrial Property 80% of the gross salary (including benefits in kind) of local and expatriate arrangements  Trade Mark Law Treaty personnel.  World Intellectual Property Organization  Employers are subject to CN at a rate of 1.2% on 80% of the gross salary  World Trade Organization (including benefits in kind) of local and expatriate personnel.

 Companies paying remuneration to foreign employees working in Côte d’Ivoire are subject to an employer contribution (contribution des *Note employeurs) at the rate of 11.5% on 80% of the total gross remuneration paid to such expatriate personnel. Côte d’Ivoire is a member of Organisation Africaine de la Propriété stamp duty  Stamp duties are levied on documents drawn up in Côte d’Ivoire and on Intellectuelle (“OAPI”). OAPI has a central registry in which those drawn up abroad where they might be produced as evidence in legal facilitates the central filing of IP rights, including trade marks. An OAPI proceedings in Côte d’Ivoire. application automatically covers all member countries, as the member states  Registration duty at the rate of 1% is payable on the transfer of shares and had to renounce their national IP laws in order to become members. It is other corporate rights. therefore not possible to file individual national applications in any of the OAPI  The sale of immovable property situated in Côte d’Ivoire is subject to member states. registration duty at a rate of 4% of the price indicated in the transfer deed, classification  The International Classification of Goods and Services (Nice whereas the transfer of property located abroad is subject to a 1.5% Classification) applies. registration duty.  A single application may cover any number of classes, however, goods value added tax and services may not be included in the same application. (“VAT”) categories of  Provision is made for: taxable supplies  VAT is levied on the supply of goods and services rendered or used in trade marks  collective marks; Côte d’Ivoire.  goods and service marks; and  geographical indications. VAT rate  The standard VAT rate is 18%.  A reduced rate of 9% applies to petroleum products, solar energy filing  Full particulars of the applicant; equipment and milk, whereas an increased rate of 21.31% rate applies to requirements  Power of Attorney, in French or English, simply signed; the mark-up charged on the distribution of tobacco, cigars and cigarettes.  electronic copy of the trade mark; and registration  Any person who carries on business in Côte d’Ivoire and has an annual  a certified copy of the priority document (if applicable). threshold taxable turnover / expected annual taxable turnover exceeding F.CFC200- procedure  An application is filed at the OAPI office in Cameroon. Applications are million must register for VAT purposes. examined to determine if they comply with formal requirements and in respect of prior conflicting trade marks. If accepted, the registration reverse VAT on  Resident companies must account for output VAT in respect of imported certificate will be issued and the trade mark registration published for imported services services rendered by non-resident companies in terms of a reverse-charge opposition purposes. mechanism. oppositions  Opposition may be lodged within six months following the date of advertisement of the registration. No extensions are allowed. duration and  A trade mark registration is effective for an initial period of 10 years and, renewal thereafter, renewable for further periods of 10 years.

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LAST UPDATED JULY 2021

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