Setting Up a Company in Côte d'Ivoire: The CEPICI One-Stop Shop and an Introduction to SARL, SA and SAS

If you want to set up a company in Côte d'Ivoire (in West Africa, French-speaking, the world's largest cocoa producer), the institution you will hear about most is CEPICI, and the company forms you will see most are the SARL, the SA and the SAS. This article outlines the basic concepts behind these terms so you have a clear picture before talking to local lawyers and accountants. It is an introduction only and does not constitute legal or tax advice; always rely on the latest official announcements for the actual rules.

CEPICI and the one-stop shop

CEPICI (Centre de Promotion des Investissements en Côte d'Ivoire, the Côte d'Ivoire Investment Promotion Centre) is the government agency responsible for promoting and facilitating direct investment; it also coordinates government measures related to investment and private-sector development.

Its most important role for investors is the "one-stop shop" (Guichet unique). According to CEPICI's information materials, the one-stop shop offers four types of service: company formation, permits and licences, industrial land, and assistance with administrative formalities. The official portal of the Ivorian Ministry of Economy states that, through the company formation desk, a company can be set up within 24 hours; the actual time still depends on whether your documents are complete.

A few background figures: CEPICI reports that more than 25,000 new companies were created nationwide in 2023, and that private investment approved that year amounted to about 1 trillion CFA francs. A new Investment Code was adopted in August 2018, and the CEPICI website also provides application materials for Investment Code approval (agrément).

Three common company forms

Côte d'Ivoire is a member state of OHADA, so company forms are governed by the OHADA Uniform Act on commercial companies, supplemented by national rules.

The SAS was introduced only with the 2014 revision of OHADA company law, modelled on the French form of the same name.

Branches (succursales): mind the deadline

A foreign company may also start with a branch. A branch has no separate legal personality but must be registered in the RCCM trade and companies register. Under Article 120 of the revised Uniform Act, a branch of a foreign company must in principle be transferred into a locally incorporated company within two years; the competent authority may grant an extension of up to two years. Failure to comply may lead to deregistration, and the managers may also face penalties. The method of conversion can involve significant tax costs, so plan ahead.

One line for Asian companies

First decide whether you want a branch or a local company, and which company form; then take your documents to the CEPICI one-stop shop. Leave the details to a local lawyer, notary or accountant, and rely on CEPICI's latest announcements.

---

References: CEPICI – Entreprendre en Côte d'Ivoire (information booklet); Économie ivoirienne – Business environment; Connectionivoirienne – Plus de 25 000 entreprises créées en 2023 (2024); Ohada.com – Textes internes complémentaires pour les SARL; Oxford Business Group – Legal structures of companies (2020); Mondaq – Business structures under the revised OHADA Uniform Act