Corporate Law at Togo
Here’s an overview of Corporate Law in Togo, covering the essential legal framework, types of companies, governance, and regulations:
🇹🇬 Corporate Law in Togo
⚖️ Legal Framework
Corporate law in Togo is primarily governed by:
OHADA Uniform Act on Commercial Companies and Economic Interest Groups (Acte Uniforme relatif au Droit des Sociétés Commerciales et du Groupement d’Intérêt Économique), since Togo is a member of OHADA (Organization for the Harmonization of Business Law in Africa).
OHADA laws apply across 17 African countries, harmonizing commercial law to facilitate regional trade and investment.
The OHADA Uniform Act covers:
Formation and operation of commercial companies.
Types of companies recognized.
Corporate governance rules.
Mergers, acquisitions, and restructuring.
Insolvency and liquidation.
🏢 Types of Companies in Togo (under OHADA)
Société Anonyme (SA) – Public limited company
Requires minimum 7 shareholders.
Capital divided into shares.
Suitable for large businesses.
Governed by a board of directors or a supervisory board and management board.
Société à Responsabilité Limitée (SARL) – Limited liability company
Requires minimum 1 and maximum 50 shareholders.
Shareholders’ liability limited to their contributions.
Popular for small and medium-sized enterprises.
Société en Nom Collectif (SNC) – General partnership
Partners have unlimited liability.
Société en Commandite Simple (SCS) – Limited partnership
Combines general partners (with unlimited liability) and limited partners.
Economic Interest Grouping (Groupement d’Intérêt Économique - GIE)
Used for cooperation between companies without forming a company.
🧩 Corporate Governance
Société Anonyme (SA):
Must have a Board of Directors and a General Meeting of Shareholders.
Directors are responsible for managing the company.
Annual general meetings are mandatory.
Société à Responsabilité Limitée (SARL):
Managed by one or more managers (gérants).
Shareholders meet in general meetings to decide on major issues.
Directors and managers have fiduciary duties to act in the company's best interests.
📜 Company Formation Process
Drafting and notarization of the company statutes (articles of association).
Deposit of minimum share capital into a bank account (capital requirements vary by company type).
Registration with the Centre de Formalités des Entreprises (CFE) or the Trade and Personal Property Credit Register (RCCM).
Publication of the company’s creation in a legal journal and official gazette.
Obtaining a business license and tax identification number.
🌍 Foreign Investment & Restrictions
Togo encourages foreign investment with relatively liberal laws.
No significant restrictions on foreign ownership in most sectors.
Foreign investors benefit from OHADA’s harmonized commercial rules.
Certain sectors may require special permits or licenses (e.g., natural resources).
🛡️ Compliance & Reporting
Companies must maintain proper accounting records and prepare annual financial statements.
SARLs and SAs must hold annual general meetings to approve accounts.
Tax declarations must be filed with the Togolese tax authorities.
Compliance with OHADA laws is monitored by local courts and commercial registries.
🏛️ Regulatory Authorities
Ministry of Commerce and Industry – Oversees business registration and regulation.
OHADA Regional Court of Justice – Handles commercial disputes under OHADA laws.
Tax authorities for tax compliance and enforcement.
Key Notes
OHADA laws bring predictability and legal harmonization across Togo and neighboring countries.
Corporate governance is evolving with increasing focus on transparency and shareholder rights.
Business formalities have been simplified in recent years to encourage entrepreneurship.
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