Business entity types & details

In Togo there are various forms of business structures for investors, each suited to different needs and scales of operation.

The primary forms include the Limited Company (S.A.), Limited Liability Company (S.A.R.L.), and Branch.

Limited Company (S.A.)

A Limited Company (S.A.) in Togo can be established by individuals or legal entities, including both foreign and domestic investors. 

Key features include:

• Formation by one or more shareholders.
• Minimum capital requirement of 10 million CFA francs.
• Shares can be either registered or bearer with a nominal value of 10,000 CFA francs.
• Managed by a board of directors or a managing director if there are three or fewer shareholders.
• Mandatory appointment of an auditor.

Limited Liability Company (S.A.R.L.)

The Limited Liability Company (S.A.R.L.) is another popular business form in Togo, offering limited liability to its shareholders. 

Key features include:

• Formation by one to 50 shareholders.
• Minimum capital requirement of 1 million CFA francs.
• Shares have a nominal value of at least 5,000 CFA francs.
• Transfer of shares requires approval by non-transferring partners representing at least 75% of shares.
• Managed by a designated manager or by shareholders.
• Auditor required if capital exceeds 100 million CFA francs, annual revenue surpasses 250 million CFA francs, or if the company has more than 50 employees.

Branch

Foreign companies can establish branches in Togo to conduct business locally. 

Key features include:

• Initial term of 2 years, renewable.
• No minimum capital requirement.
• Must appoint an authorized director.
• Must convert into a subsidiary within two years, extendable by ministerial authorization.

Other Business Forms

Togo also allows for the formation of other business structures, such as General Partnerships, Limited Partnerships, Economic Interest Groupings, and Joint Ventures, which are typically used in strategic industries like mining and hydrocarbons.

Business Registration Requirements In Togo

1. Company Name Verification and Reservation

Begin by verifying and reserving your company name with the Togo Registry of Companies to ensure it is unique.

2. Memorandum of Association

Next, draft and submit the Memorandum of Association, outlining the objectives and internal governance of your company.

3. Company Tax Registration (TIN)

Register for a Taxpayer Identification Number (Tax ID) to comply with local tax regulations.

4. Company Seal

Obtain a company seal for endorsing important documents.

5. Corporate and Personal Bank Accounts

Open both corporate and personal bank accounts to manage your finances effectively. These accounts will facilitate smooth financial transactions and help in maintaining clear records.

6. Residence Permit for Foreign Directors

If you are foreign investor or if you have foreign directors, they must obtain a residence permit to legally manage business operations in Togo as this is crucial for compliance with local immigration laws and for the smooth functioning of your company.

7. Company Registration (LLC)

Finally, complete the necessary documentation and pay government fees to formalize your business as a Limited Liability Company.

Steps

Step 1. Define Business Goals and Activities

Start by identifying your commercial objectives and selecting the appropriate activities for your business.

Step 2. Choose a Unique Business Name

Once your business goals are clear, create a distinctive name for your business, ensuring it is not already in use.

Step 3. Gather Information on Founders and Managers

With your business name chosen, collect all necessary details about the founders, managers, and beneficiaries of the business.

Step 4. Prepare Statutory Documents

Next, draft and sign all required statutory documents and application forms.

Step 5. Submit Registration Package

Submit the complete registration package to the Center of Business Formalities. Upon approval, you will receive the Certificate of Incorporation and register your company.

Step 6. Register for Taxes and Social Security

After incorporation, ensure your new business entity is registered for taxes and compulsory social security contributions.

Step 7. Open Corporate Bank Accounts

Set up corporate bank accounts to manage your business finances.

Step 8. Obtain Required Licenses

Finally, apply for and secure any necessary licenses for your specific business activities.

Business Registration Requirements

Steps

Step 1: Consider your business’s market, product, and compliance, then decide on an ideal business structure.

Step 2: After deciding on a company name, contact the Togolese Chamber of Commerce and Industry to see if it is already used.

Step 3: Reserve it to stop others from adopting the name before you complete the registration process.

Step 4: Get a Tax Identification Number (TIN) from the tax authorities in Togo.
Step 5: Before your registration is approved, you must create and notarize an Article of Association and Memorandum of Association.

Step 6: Join the One-Stop Shop for Business Formalities (GUFE) to register your company:

Step 7: Obtain the necessary licenses or permits from the appropriate governmental bodies.

Step 8: Each employee must be enrolled in Social Security through the Togolese Social Security Institute (CNSS)

Step 9: Create a business bank account for your company in Togo once it has been registered.

Annual filing documents & requirements

1. All registered companies must submit yearly returns to the BRELA by 18 months following the date of establishment.
2. Additionally, businesses must submit annual tax returns to the Tanzania Revenue Authority.
3. Branch firms must submit statements of audited accounts.
4. Business owners must notify the BRELA of any changes, including appointments or capital increases in shares. Businesses must also submit charges with the BRELA when mortgaging firm assets.
5. The business owners must also file returns on non-citizen employment with the Labour Commissioner. 

Frequently Asked Questions

What is the cost of starting a business in Togo? 

The cost of starting a business in Togo is CFA29,250 for both Togolese and ECOWAS citizens; and CFA34,250 for non-ECOWAS citizen applicants. The price for registering a company in Togo varies depending on the business entity you’re registering and the nature of your company’s operations. 

How long does it take to register a company in Togo? 

Company registration in Togo takes 2 to 5 days, thanks to efficient procedures and reforms at the Togo Investment Center, making it one of West Africa's fastest jurisdictions.

What are the ongoing compliance requirements for businesses in Togo?

Upon registering and owning a business in Togo, you’re required to fill annual file returns, provide proper accounting records, business license and permits renewals,  annual statutory reports outlining internal modifications, and social security fund contributions for employees’ beneficiaries. 

 Are there any incentives in Togo for foreign investors?

Yes. The government of Togo provides incentives such as reduced custom duties, tax holidays (exemptions), and investment guarantees meant to attract more foreign direct investors. 

How long does the business registration process take in Togo?

The process of registering your business in Togo can take 14 to 28 days depending on your application completeness, legal document submission and the type of business form/entity you’re seeking to register. Approving the business registration varies from one entity to another.

What documents are required to register a business in Togo? 

1. A complete business application form 
2. A document for Proof of identity e.g. Identification card for Citizens , a passport for foreigners, the consular card for ECOWAS citizens, 
3. Proof of address and residence (Preferrably a map of the company’s location)
4. Companies should provide Articles of association
5. A statement of initial or no pending convictions
6. A business plan (Optional)
7. Bank reference letter for some business entities (Optional)