hieve this under the best conditions, you’re not alone.
Despite the wealth of information available online, there is no guide that lays out step by step how to proceed, providing clear answers to:
- The types of businesses you can establish 🏢
- How to choose the right legal form for your business according to your activity? ⚖️
- The precautions to take, especially if your business is regulated
- The steps to follow for registration 📝
- Where to carry out your procedures and how to manage the relationship with the CFE, OTR, or CNSS? 📍
- The mistakes to avoid and best practices 🚫👍
- Who to turn to for saving time or seeking support 🫱🏽🫲🏾
This is what TINA TOUR offers in the first comprehensive and understandable guide for business creators in Togo.
All Legal Forms of Businesses in Togo
In Togo, as elsewhere, choosing the right legal structure for your business is more than a mere formality; it’s a crucial decision that will shape your entrepreneurial journey 🚀. Here’s why it’s so important and a summary of what you need to consider:
- 🛡️ Liability: Protect your personal assets! Different structures offer varying levels of protection against debts or bankruptcy.
- 📉 Taxation: Pay smartly! Depending on the structure, you might benefit from tax advantages, reducing your taxes.
- 💰 Financing: Be attractive to investors! Some forms are more appealing to investors and facilitate access to loans.
- 🤝 Governance: Who makes the decisions? The chosen structure determines how decisions are made and who holds the power.
- ✂️ Simplicity and Costs: Keep it simple and economical! Some structures are easier and less costly to manage on a daily basis.
- 🌱 Future of the Company: Think about tomorrow! Some structures make it easier to expand or sell your business.
Taking the time to choose wisely allows you to better align your business with your goals while optimizing its management and growth potential. It’s an essential step towards success 🎯.
In Togo, you can choose from the following legal structures:
Individual
The Sole Proprietorship: A business entity without corporate personality, where there is no distinction between the entrepreneur’s personal assets and the business assets.
Legal entity (common cases)
- Limited Liability Company (LLC) / Single-member LLC: Suitable for SMEs, with liability limited to contributions, and can be established by one (Single-member LLC) or more partners (LLC).
- Public Limited Company (PLC): Suitable for large companies requiring substantial capital, with shareholders’ liability limited to their contributions and the possibility of being listed on the stock exchange.
- Simplified Joint Stock Company (SAS) / Single-member SAS: Offers significant statutory flexibility and liability limited to contributions, suitable for businesses of all sizes, including those with a single partner (Single-member SAS).
Legal entity (specific cases)
- Professional Civil Partnership (SCP): For the joint practice of liberal professions, with unlimited liability for partners.
- Real Estate Civil Companies (SCI): For managing or constructing buildings, with partners’ liability proportional to their contributions.
- State-owned Company: Public enterprises in strategic sectors, operating as commercial companies under private law.
- Branch: A commercial establishment without legal autonomy, dependent on a parent company. The branch is subject to Togolese law even if the parent company is foreign.
Focus on the Sole Proprietorship – Individual
The sole proprietorship represents a business form where the owner and the business entity are considered a single legal entity. Unlike corporations that enjoy a separate legal personality, here, there is no distinction between the entrepreneur’s assets and those of the business. This means that the entrepreneur, acting as a merchant, is personally liable for the business’s debts, allowing creditors to target their personal assets for debt repayment.
Focus on Companies
When one or more individuals decide to allocate financial or material resources to an economic activity in the hope of generating profits, they establish what is known as a company or a legal entity business. This entity becomes legally distinct from the people who set it up, acting as an autonomous entity with the capacity to enter into contracts, own property, and be held accountable for its debts and obligations. A company can be set up as:
- LLC / Single-member LLC: popular among SMEs for its simplified management and limited liability, suitable for a wide range of commercial activities.
- SAS / Single-member SAS: distinguished by its statutory flexibility, it allows an organization freely defined by the partners, making this form attractive for entrepreneurs seeking both simplicity and customization.
- PLC: preferred for large-scale projects requiring significant capital contributions, it clearly separates powers between shareholders and managers, with stricter regulation.
- Professional Civil Partnership, Real Estate Civil Company, State-owned Company: these forms cater to specific needs, whether for practicing liberal professions, real estate management, or state operation in strategic sectors.
To get support for your business creation in Togo, contact us by filling out the form below.
What Tax Regime for Your Business in Togo?
In Togo, the tax system is structured to accommodate the diversity of businesses, ranging from operators in the informal sector to established companies with varying turnover and industry sectors.
Here is a clarification of the tax regimes using official terms and specifying common names:
Single Professional Tax (TPU)
This regime is specifically designed for artisans and micro-enterprises in the informal sector. It aims to simplify taxation by replacing several taxes and levies with a single contribution, thereby easing tax management for these small entities.
The TPU regime does not apply to:
- Individuals under non-commercial profits (BNC)
- Individuals under agricultural profits (BA)
- Industrial bakers (bakery, pastry)
- Individuals who engage in import or export activities
The Simplified Tax Regime, commonly known as “Réel sans TVA”
This regime is targeted at businesses generating an annual turnover of 60 million CFA francs or less. It simplifies accounting and the preparation of tax returns for these businesses, which are also exempt from VAT.
The Actual Profit Tax Regime, commonly known as “Réel avec TVA” or Normal Regime
This regime applies to businesses whose annual turnover exceeds 60 million CFA francs. Subject to VAT, these companies must maintain rigorous accounting in accordance with SYSCOHADA standards and submit detailed tax returns.
It’s important to note that certain professional categories, regardless of their turnover, such as legal entities, liberal professionals, and holders of public or professional offices (examples: law firms, bailiff offices, accounting firms), are automatically subject to the “Réel avec TVA” regime.
The careful selection of the tax regime is crucial for optimizing financial management and ensuring the company’s tax compliance. Consulting an accountant or tax specialist is highly recommended for personalized guidance tailored to your business’s specific situation in Togo. All companies must comply with the country’s general tax obligations in any case.
To get support for your business creation in Togo, contact us by filling out the form below.
Costs and Procedure for Establishing a Company in Togo
In Togo, the Sole Proprietorship, the Single-member LLC, and the Single-member SAS stand out as the predominant choices for entrepreneurs, each offering unique advantages in terms of management, liability, and flexibility.
| Sole Proprietorship | LLC or Single-member LLC | SAS or Single-member SAS | Public Limited Company (SA) | |
|---|---|---|---|---|
| Minimum Capital | N/A | 100,000 FCFA | 100,000 FCFA | 10,000,000 FCFA |
| Number of Partners | 1 | 1 or more (no limit) | 1 or more (no limit) | 1 or more (no limit) |
| Tax Regime | – Single Professional Tax<br>- Simplified Tax Regime<br>- Normal Tax Regime | – Simplified Tax Regime<br>- Normal Tax Regime | – Simplified Tax Regime<br>- Normal Tax Regime | – Normal Tax Regime |
| Costs | 25,400 FCFA (ECOWAS nationals)<br>30,400 FCFA (non-ECOWAS nationals) | 28,250 FCFA (ECOWAS nationals)<br>33,250 FCFA (non-ECOWAS nationals) | 28,250 FCFA (ECOWAS nationals)<br>33,250 FCFA (non-ECOWAS nationals) | 28,250 FCFA (ECOWAS nationals)<br>33,250 FCFA (non-ECOWAS nationals) |
| Documents to Provide | For nationals/ECOWAS: – Completed questionnaire – National ID or consular card – Marriage certificate (if applicable) – Non-conviction declaration – 1 ID photo – Sketch of the company’s location For non-ECOWAS: Same + passport and residence permit. | For nationals/ECOWAS: – Completed questionnaire – National ID or consular card – Marriage certificate (if applicable) – Non-conviction declaration – 3 copies of the statutes by private agreement – 1 ID photo – Sketch of the company’s location For non-ECOWAS: Same + passport and residence permit. | Similar to LLC/Single-member LLC. However, requires drafting of statutes by a notary. | Similar to LLC/Single-member LLC. However, requires drafting of statutes by a notary. |
| Key Contacts | Mandatory:<br>- Business Formalities Center (CFE) | Mandatory: – Business Formalities Center (CFE) Recommended: – Legal expert for statutes | Mandatory: – Business Formalities Center (CFE) – Legal expert for statutes | Mandatory: – Business Formalities Center (CFE) – Notary for statutes |
| Average Timeframe | 1 day if documentation is complete and no IT issues at the CFE | 1 day if documentation is complete and no IT issues at the CFE | 1 day if documentation is complete and no IT issues at the CFE | 1 day if documentation is complete and no IT issues at the CFE |
Steps to Follow for Creating Your Business In-Person or Online
To establish a clear and effective timeline, let’s start from the initial step of the business creation process, which is the filing of documents, and move up to the completion of formalities. Here are the steps to follow:
Day 1 (morning, 7:30 am – 11:30 am): File Your Application at the CFE
- Begin by submitting your file along with the duly completed and signed form at the single window of the Business Formalities Center (CFE).
- Make the payment for the business creation fees.
Day 1 (afternoon, 4:00 pm – 6:00 pm): Collection of the Business Creation Card
- Once your file is processed, collect the business creation card, which includes your tax identification number, the commercial register and movable credit number, and the national social security fund number.
Day 2 and following: Registration at the CNSS and declaration at the OTR
- At the National Social Security Fund (CNSS): Proceed with the registration of the company and its employees.
- At the Togolese Revenue Office (OTR): Make a declaration of existence if you are starting your activities immediately, or complete a non-start of activity formality if you plan to begin later.
By following this timeline, you will have a precise roadmap to navigate through the different stages of creating your business in Togo. Note that this timeline does not account for non-mandatory but highly recommended procedures, such as creating a bank account, among others, for depositing the share capital.
Similarly, it should be noted that the entire process of creating a business in Togo can be done online. First, you need to create an account on the CFE website, then fill out the online forms, attach the required documents in the specified format, and then make the payment of the creation fees by Credit Card or via Mobile Money (Tmoney or Flooz).
Regulated Activities in Togo: Precautions to Take When Creating Your Business
Below is an almost exhaustive list of regulated activities in Togo, for which you will need to obtain authorization or complete additional formalities beyond those already mentioned. Here is the list by sector of activity:
Financial and Insurance Sector:
- Banking
- Health Insurance / Reinsurance
- Microfinance
Tourism and Hospitality:
- Hotel business
- Travel agency
- Bar / Brewery
- Nightclub
Education and Training:
- Education / Training
- Driving school
- Daycare
Leisure and Entertainment:
- Operation of gambling activities (lottery)
- Organization of commercial events (fairs, commercial fortnight)
- Operation of entertainment venues
- Video club
Health and Pharmaceutical:
- Manufacturing, importation, exportation, and distribution of pharmaceutical products
- Retirement home
- Optician, glasses maker
- Pharmacy (retail)
- Operation of healthcare facilities
Communication and Media:
- Journalism, print media
- Radio station
- Television channel
Security:
- Security and surveillance
- Cash transportation
Transport and Logistics:
- Transit
- Air transportation
Professional Services:
- Surveyor
- Architect
- Accountant
Industry and Exploitation:
- Mining activities
- Manufacturing, importation, exportation, and distribution of pharmaceutical products
Other Services:
- Sale of petroleum products
- Funeral services
Useful Contacts to Facilitate Your Business Creation in Togo
To ease your business creation journey in Togo, TINA Tour offers the following resources:
- A list of partners for domiciling your company’s head office in Togo
- A list of banks with responsive and reliable advisors for opening your bank account in Togo
- A list of professional and affordable notaries in Togo for drafting your statutes
- A list of tested and approved accountants and chartered accountants in Togo
- A list of lawyers and legal experts to assist you in Togo
To access our contact lists and receive support for your business creation in Togo, contact us by filling out the form below.
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This article was written with contributions from:
Israël Komlan ZIDOL, Accountant, Manager of Izi Pro Firm
