Business entities in Benin

Business entities in Benin

Since 2003, Healy Consultants provides our Clients with the best corporate structures for doing business in Benin. The commonly used corporate vehicle for Benin business setup is the limited liability company (SARL). Entrepreneurs planning for larger investments in Benin may establish a public limited company (SA). Foreign legal entities may also set up permanent establishments in the form of a branch office or a representative office.

The Benin limited liability company (SARL)

    Business setup requirements in Benin
  • The limited liability company (LLC, also known locally as SARL in Benin) is commonly used by entrepreneurs setting up small and medium sized businesses in Benin. A LLC requires at least 1 director and 1 shareholder who can be of any nationality and must not be resident in Benin. The shareholder can also be an individual or a legal entity. A LLC requires a minimum share capital of US$1 (FCFA1) to be incorporated. The list of documents required to form a Benin company can be found on the Republic of Benin page;
  • The Benin LLC must appoint a statutory auditor only if the share capital is above US$18,000 or if it fulfills either or the following i) annual turnover exceeds US$45,000 ii) employs staff of 50 individuals or more.

The Benin public limited company (SA)

  • The Benin public limited company (PLC) is recommended for entrepreneurs intending to make a significant investment in Benin. This entity requires at least 3 directors and 1 shareholder who can either be and individual or a corporate body. An SA also requires a minimum share capital of US$18,000 to complete Benin company setup. A share capital of US$180,000 is however required if the SA is to be publicly traded;
  • A Benin SA is also required by law to i) seek the services of a notary public and ii) appoint a statutory auditor at incorporation.

The Benin branch

The Benin Commercial Act allows foreign legal entities looking to do business in Benin set up branch offices. A Benin branch office should not be considered a separate legal entity. Its operations in Benin must be defined and controlled by the parent company. The branch must appoint at least 1 director of any nationality to represent the company in Benin.

The Benin representative office

Foreign companies are also allowed to setup permanent establishments in the form of representative offices in Benin. This entity is not allowed to engage in any commercial or profit making activities in Benin. A Benin representative office is only permitted to i) conduct market research and ii) promote activities of the parent company.

Comparison table between Benin business entities

 LLCPLCBranch officeRep office
Also known asSARLSAsuccursalebureau de representation
How long to set the company up?5 weeks6 weeks7 weeks7 weeks
How long to open company bank account?5 weeks5 weeks5 weeks5 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum share capital?US$1US$18,000US$1US$1
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?EcoBankDiamond BankBank of AfricaUnited Bank of Africa
Does our Client need to travel?NoNoNoNo
Resident director required?NoNoNoNo
Resident shareholder required?NoNoNoNo
Minimum directors allowed?1111
Minimum shareholders?1111
Tax identification code (TIN) needed?YesYesYesNo
Benin resident company secretary required?NoNoNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesYesYesYes
Benin corporate tax rate?25%25%25%N/A
Annual financial statements required?YesYesYesNo
Statutory audit required?NoYesNoNo
Regulated by?Chamber of Commerce and IndustryChamber of Commerce and IndustryChamber of Commerce and IndustryChamber of Commerce and Industry
Allowed to issue sales invoices?YesYesYesNo
Allowed to sign contracts?YesYesYesNo
Allowed to import and export goods?YesYesYesNo
Can rent an office space in Benin?YesYesYesYes
Can buy Benin property?YesYesYesNo
Can own equity in other Benin companies?YesYesYesNo
Total Benin business setup costs in Yr. 1US$10,250US$9,850US$11,850US$11,100
Subsequent annual costs (incl. accounting and tax fee)US$4,350US$6,600US$3,950US$3,950
Sample engagement invoiceBenin LLCBenin PLC invoiceBenin branch invoiceBenin RO invoice

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Contact us

For additional information on our business setup services in Benin, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Ms. Chrissi Zamora, directly:
client relationship officer - Chrissi
benin government website benin agency for trade promotion Central bank of West African States CCI Benin - Chamber of Commerce