Togo

Starting a Business in

Togo

Listed below is a detailed summary of the bureaucratic and legal hurdles an entrepreneur must overcome in order to incorporate and register a new firm, along with their associated time and set-up costs.  It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income (GNI).

The information appearing on this page was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2011.

  • Standardized Company

  • Legal Form: Société à Responsabilité Limitée (SARL) - Limited Liability Company
  • City: Lomé

About This Topic

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No. Procedure Time to Complete Associated Costs
1 Check the company name


1 day XOF 5000 ( name check)
2 The notary legalizes documents and buys stamps

Company statutes can be executed either by notary act or by private contract. The fiscal stamp fee is FCFA 1,500 if the statutes are printed in an A4 format (usually used by lawyers) and FCFA 1,000 if printed on a smaller format (usually used by notaries).

2 days about XOF 175,000
3 Deposit the company’s initial capital

When depositing initial capital, company founders must consider that the minimum authorized capital for a limited liability company is FCFA 1,000,000, divided into shares whose the face value cannot be lower than 5,000 FCFA. The entire authorized capital is paid up upon subscription. The founder must immediately deposit the share contribution in a bank account opened under the name of the company or the notary. The funds remain frozen until the date of company registration with the Registre de Commerce et de Crédit Mobilier (RCCM), at which time the funds are placed at the disposal of the managers.
2 days no charge
4 Obtain the extract of the criminal record of the directors

To obtain an extract of the directors’ criminal record, company founders file an application with the clerk of the court in the jurisdiction over the directors’ place of birth. Founders must include a copy of the director’s birth certificate, and for foreigner directors, also a certificate of no condemnation and either their residence permit or a valid passport. The record must be less than 3 months old.
2 days XOF 250 per copy 2 copies required
5 Apply with the Ministry of Commerce for an authorization of business establishment

Promoters must file with the Ministry of Commerce and Transport an application requesting authorization of business, along with the designated fee and the directors’ criminal record. The estimated fee covers the total cost of documents to be produced for this formality. The authorization is valid for 5 years for nationals; for foreigners, the term is equivalent to that of the residence permit. Import-export companies must apply for an import card.
14 days XOF 9,000
6 Deposit all the documents for company registration and pay fees at the Guichet Unique : CFE

A one stop shop (CFE) is fully operational and is the official agency in charge of incorporating a business including since the Ministry of Commerce is not part of the business registration process since the beginning of 2009.

Documents required at the "guichet unique" CFE :
Application, fiscal stamps, application for "carte d'opérateur économique", national certificate, Birth Act, National ID, Criminal records extract, proof of firm's location (utility bill), Operational license administered by the relevant Ministry regulating the firm's activity, notarized proof of minimum capital deposited, 4 copies of the statutes, articles of incroporations, Proof of payment of the "taxes d'habitaion".

All procedures previously managed by the entrepreneur itself are now operated by the CFE,
Registration with the Directorate-General of Taxation
Obtain the Economic Operator Card (Carte d’Operateur Economic) at DGI
Registration at the RCCM
Pay registration fees at the Service des Impôts (DGI)
Payment of he professional tax (75.000) was replace by another tax : REDEVANCE 40 000 FCFA
Registration with the Chamber of Commerce
Registration at the Labor agency: Inspection du travail
Registration with Social Security

Fees are paid at the CFE so it can disctribute the revenues accordingly :
Carte d'operateur Economique 5000 FCFA+DGI 55000+ fiscal stamps : CFA 20 000 + Tax redevence 40 000 FCFA+ Chamber of Commerce 25000 FCFA + Labor 2000 FCFA




 60 days Carte d'operateur Economiqe (FCFA 5000) + DGI (FCFA 33000)+ fiscal stamps (FCFA 20 000) + Tax redevence (FCFA 40 000) + Chamber of Commerce (FCFA 15000) + Labor (FCFA 2000)
7 Publication in a national news dailies or the Official Gazette

Within 15 days of commercial registration, founders must place a notice in the Official Gazette or in a daily newspaper entitled to publish legal announcements. Signed by a notary public or by the founders, the announcement must include the following information:
- The company trade name and its initials.
- The corporate (or legal) form.
- The address of the headquarters.
- A short description of the social objective.
- The company duration.
- The amount of the initial in-cash contribution to capital.
- A brief description and valuation of in-kind capital.
- The names and residential addresses of the first directors and first auditors.
- The document(s) evidencing the authorization of business establishment by the Clerk of the Court (and, if necessary, the effective date of commencement of operations).
- The document(s) evidencing commercial registration at the Register of Commerce and Credit Estate.

Fee schedule for notice of company formation:
- One-eighth page: FCFA 30,680.
- Half page: FCFA 111,510.
- Quarter page: FCFA 61,360.
3 days XOF 61,360 (per publication)
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