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  African Development Bank Group
popular vote, in two rounds if needed, for a single renewable five-year organisations  African Union
term. Cabinet and the prime minister are appointed by the president. and customs  Community of Sahel-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  Group of 24
are the Courts of Appeal (organised into civil, criminal and social  Group of 77
chambers), first instance courts and peace courts.  International Monetary Fund
 Next presidential elections: October 2025.  International Organisation of the French-speaking World (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, Caribbean and Pacific States
 Inflation rate (% change): 1.40
 Organization for the Harmonization of Business Law in Africa (“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
 Côte d’Ivoire is heavily dependent on agriculture and related activities, Economique et Monétaire Ouest Africaine, (“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 palm oil.  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, cashews, mangos and other bilateral  Côte d’Ivoire has bilateral investment treaties in force with the Belgium-
commodities is targeted as a high priority. Mining gold and exporting investment Luxembourg Economic Union, Canada, Germany, the Netherlands,
electricity are growing industries outside of agriculture. treaties Sweden, Switzerland and the United Kingdom.
 Côte d’Ivoire’s main export partners are the Netherlands, the United
 Treaties have been signed with China, Ghana, Italy, Japan, Mauritius,
States, France, Spain, Malaysia, Switzerland, Germany and Vietnam. The
Singapore, Tunisia and Turkey 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, Nigeria 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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doing business in Côte d'Ivoire
legal regime
applicable legal  Côte d’Ivoire’s legal system is based on French civil law and the
regime Napoleonic Code. It also has substantial influences from Ivorian
customary law.
dispute  The Investment Code, 2018 provides for three distinct dispute settlement
resolution procedures, consisting of:
 an amicable dispute settlement procedure;
 should the parties not reach an agreement within 12 months in terms
of the above procedure, UNCITRAL conciliation rules will apply; and
 the parties may agree to submit their dispute to arbitration by the
Arbitration Centre of the Common Court of Justice and Arbitration
of OHADA, which provides an arbitration procedure. Disputes
relating to the general Uniform Acts, or any other business dispute,
can be submitted to the OHADA arbitration procedure.
 The Commercial Court was established in 2012, which has helped to
make dispute resolution easier, aided by subsequent developments such
as provisions for voluntary mediation and simplified fast-track procedures
for small claims.
land acquisition,  Foreigners may directly own or invest in land in Côte d’Ivoire, however,
planning and use access to land is generally granted through concessions or long-term
leases, ranging between 18 and 99 years.
 Foreign investment is protected against expropriation and nationalisation
by legislation, which provides for compensation on the rare occasion that
land is expropriated for public use.
competition
merger control  At a national level, the Competition Order (Order No. 2013-662 of 20
September 2013) regulates competition law in Côte d’Ivoire.
 Côte d’Ivoire is a member of WAEMU and is therefore also subject to the
competition rules and regulations of WAEMU.
 According to Directive 02/2002/CM/UEMOA, WAEMU and the national
authority are responsible for monitoring different aspects of competition
law in Côte d’Ivoire. Merger control in Côte d’Ivoire is dealt with at
WAEMU regional level.
 A merger is defined as (i) a merger between two or more previously
independent undertakings; or (ii) the acquisition by one or more persons
already controlling at least one undertaking, or by one or more
undertakings, whether by purchase of securities or assets, by contracts or
by any other means of direct or indirect control of the whole or parts of one
or more undertakings, or (iii) the creation of a joint venture performing on a
lasting basis all the functions of an autonomous economic undertaking.
 It is a voluntary merger notification regime. Merging parties can implement
a proposed transaction without prior competition approval (at own risk).
 Mergers are analysed in light of the provisions applicable to abuses of
dominance. Merger transactions that create or reinforce a dominant
position having as a consequence a significant distortion of competition
are assimilated to abuses of a dominant position.
 There is no provision for filing fees, but parties may be liable for an
administrative fee for voluntary merger notifications.
 Given that merger notification is voluntary, there is no risk of penalty for
failure to notify unless the parties are found to have implemented a merger
which amounts to an abuse of dominance. In such a situation, parties may
face a fine ranging from F.CFA500 000 to F.CFA100-million (which
amount can be increased to 10% of the annual turnover of each of the
parties).
 Ivory Coast is also a member of ECOWAS and OHADA (other regional
regulators in Africa). The ECOWAS competition authority (“ERCA”) is not
expected to become operational before January 2022. OHADA does not
yet have an operational merger control regime in place.
prohibited  Anti-competitive practices in Côte d’Ivoire are governed and regulated by
practices the WAEMU Commission.
 Horizontal and vertical agreements, decisions and concerted practices
between undertakings which have as their object or effect the prevention,
restriction or distortion of competition are prohibited, unless they are
exempt.
 Cartel conduct (such as price fixing and market division) is prohibited.
 Abuses of dominance are prohibited.
 A firm which engages in an anticompetitive horizontal or vertical
agreement or which abuses its dominant position commits an offence and
may face sanctions, the amount of which is between F.CFA500 000 and
F.CFA100-million and can be increased to the equivalent of 10% of the
annual turnover or assets of the infringing companies.
 The National regulator remains competent to sanction the following
unilateral conduct:
 refusal to sell;
 abuse of economic dependence;
 discriminatory practices;
 resale price maintenance and resale below cost; and
 tying.
 ECOWAS does regulate anticompetitive practices but the ERCA is not
expected to become operational before January 2022. OHADA does not
regulate prohibited practices.
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doing business in Côte d'Ivoire

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
services Directorate  After a company has been registered with the DGI, it must inform the local
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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doing business in Côte d'Ivoire
 incentives granted for decentralisation to businesses developed
outside of the District of Abidjan.
exchange control  Côte d’Ivoire is a member of WAEMU and subject to the WAEMU Unified
regulation Foreign Exchange Regulations.
 In terms of the WAEMU Regulations, investment from outside the
monetary union can be made without approval from the local Minister of
Finance. However, direct investment must be reported by the relevant
local commercial bank to the office of the Central Bank (Banque Centrale
des Etats d’Afrique de l’Ouest, (“BCEAO”)) for statistical purposes.
 The income and capital of foreign direct investments may be repatriated
freely from Côte d’Ivoire.
types of entities  The forms of doing business available in Côte d’Ivoire are mainly the
available for following provided for by the OHADA Uniform Act on Commercial
foreign Companies and Economic Interest Groupings:
investment  public limited company (société anonyme, (“SA”));
 simplified public limited company (société par actions simplifiée,
(“SAS”));
 private limited liability company (société à responsabilité limitée,
(“SARL”));
 general partnership (société à nom collectif, SNC);
 limited partnership (société en commandite simple, SCS);
 joint venture (société en participation);
 de facto company (société de fait);
 economic interest grouping (groupement d’intérêt économique, GIE);
 registered branch of a foreign company; and
 representation or liaison office.
private limited liability company
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
certain specified sectors such as mining, oil and gas.
minimum share  SARL: in terms of Ivorian law, freely determined by the shareholders in the
capital Articles of Association. It shall be divided into equal shares whose face
value may not be less than F.CFA5 000;
 SA: F.CFA10-million; and
 SAS: no minimum required share capital.
directors  SARL: must have at least one managing director (gérant). It is
recommended that someone who is either based in or regularly travels to
Côte d’Ivoire be appointed as managing director, as it is required for such
a person to hold a long term visa. There is no requirement to appoint
directors / managers in addition to the managing director.
 SA: must appoint a chairman of the board who can also act as general
manager of the company (directeur général). A board of directors with
three to 12 members, including a chairman, is to be appointed.
 SAS: free to determine its management structure, which should, as a
minimum, consist of one chairman / president. There is no requirement to
appoint a board of directors.
company  There is no requirement to appoint a company secretary in Côte d’Ivoire.
secretary
auditor  SARL and SAS: must appoint a statutory auditor when two of the following
three conditions are met at the end of the financial year:
 its total balance sheet exceeds F.CFA125-million;
 the annual turnover exceeds F.CFA250-million; or
 the permanent staff exceeds 50 employees.
 SAS: appointment of an auditor is mandatory if the main shareholder is a
foreign company.
 SA: appointment of an auditor is mandatory.
registered  Every company shall have a registered office which shall be indicated in
address the Articles of Association.
 The address of the company’s accountants or lawyers may be used as
registered address for an interim period.
shelf companies  There are no shelf companies available in Côte d’Ivoire.
registration  Companies are registered at the Corporate Registry (Registre du
process Commerce et du Crédit Mobilier (“RCCM”)) at the CEPICI and registration
can be completed within a week once all required documents have been
submitted.
tax
tax system  Côte d’Ivoire has a residence-based taxation system in terms of which
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.
corporate  A company is resident in Côte d’Ivoire if it is incorporated in Côte d’Ivoire.
residence
corporate tax  Resident companies and permanent establishments of foreign companies
rate with annual turnover exceeding F.CFA500-million are subject to corporate
income tax at the rate of 25%.
 A minimum lump-sum tax (impôt minimum forfaitaire, IMF) is payable by
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
maximum of F.CFA35-million.
 Smaller entities may be subject to either the:
 entrepreneur regime – combining the Municipal Entrepreneurs' Tax
(TCE) and the State Entrepreneurs' Tax (TEE) regimes;
 Microenterprise Tax regime; or
 Simplified Tax regime (RSI).
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doing business in Côte d'Ivoire

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%
technical 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 Morocco, Norway, Portugal, Switzerland, Tunisia, the United Kingdom and 30 000 001 – 40 000 000 34%
(“DTAs”) WAEMU (including Benin, Burkina Faso, Guinea-Bissau, Mali, Niger,
40 000 001 – 50 000 000 35%
Senegal and Togo).
over 50 000 000 36%
losses  Losses may be carried forward for a period of five years.
 Deferred depreciation may be carried forward indefinitely.
social security  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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doing business in Côte d'Ivoire

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 Cameroon 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
imported services certificate will be issued and the trade mark registration published for
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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For more information or assistance please contact:

Celia Becker
Executive | Africa regulatory and business intelligence
cbecker@ENSafrica.com
cell: +27 82 886 8744

This document contains general information and no information provided herein may in any way be
construed as legal advice from ENSafrica, any of its personnel and/or its correspondent firms.
Professional advice must be sought from ENSafrica before any action is taken based on the information
provided herein. This document is the property of ENSafrica and consent must be obtained from
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LAST UPDATED JULY 2021