Business entities in Togo

Business entities in Togo

Since 2003, Healy Consultants provides our Clients with the best corporate structures for doing business in the Togo Republic. The commonly used corporate vehicle is the Togolese limited liability company (S.A.R.L.). Entrepreneurs planning for larger investments may also establishing a public limited company (S.A.). Foreign legal entities may also set up permanent establishments in the form of a branch or a representative office.

The Togolese limited liability company (SARL)

    Requirements to setup business in Togo
  • The Togolese limited liability company (LLC) is the corporate structure commonly used by entrepreneurs setting up small businesses in Togo. A LLC requires at least 1 director and 1 shareholders who can be of any nationality and must not be resident in Togo. The shareholder can also be an individual or a body corporate. This entity also requires a minimum share capital of US$1,800 to incorporate in Togo;
  • The Togo SARL must appoint a statutory auditor only if it fulfills either of the following i) has a share capital exceeding US$180,000 ii) annual turnover exceeding US$450,000 iii) employs staff of above 50 people.

The Togolese public limited company (SA)

  • The Togolese SA is recommended for entrepreneurs intending to establish larger investments in Togo. 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$18,200 to complete Togo company setup;
  • A Togolese SA is also required by law to i) seek the services of a notary public and ii) appoint a statutory auditor at Togo business setup.

The Togolese branch

The Togolese Business Law allows foreign legal entities looking to do business in Togo to establish branch offices. A Togo branch office is not considered a separate legal entity therefore its operations in Togo is defined and controlled by the parent company. The branch must appoint at least 1 director of any nationality to represent the company in Togo. This entity is only permitted to operate in Togo on a two year, renewable, period.

The Togolese representative office

Foreign companies are also allowed to setup permanent establishments in the form of representative offices in Togo but are not allowed to engage in commercial activities. A rep office is only permitted to carry on operations in Togo for renewable 2 year periods. A Togolese rep office is only permitted to i) conduct market research and ii) promote activities of the parent company, but not to do other kind of business in Togo.

Comparison table between Togo business entities

 LLCPLCBranch officeRep office
Also known asSARLSAsuccursalebureau de representation
How long to set the company up?6 weeks7 weeks9 weeks9 weeks
How long to open company bank account?5 weeks5 weeks5 weeks5 weeks
Legal liability?LimitedLimitedUnlimitedUnlimited
Wholly foreign owned?YesYesYesYes
Minimum share capital?US$1,800US$18,000US$1US$1
File annual tax return?YesYesYesNo
Tax registration certificate required?YesYesYesNo
Recommended corporate bank account?EcoBankDiamond BankTogolese Union BankSIAB Bank
Does our Client need to travel?NoNoNoNo
Resident director required?NoNoNoNo
Resident shareholder required?NoNoNoNo
Minimum directors allowed?1311
Minimum shareholders?1111
Tax identification code (TIN) needed?YesYesYesNo
Togo resident company secretary required?NoNoNoNo
Corporate shareholders allowed?YesYesYesYes
Corporate director(s) allowed?YesYesYesYes
Togo corporate tax rate?29%29%29%0%
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 Togo?YesYesYesYes
Can buy Togo property?YesYesYesNo
Can own equity in other Togo companies?YesYesYesNo
Total Togo business setup costs in Yr. 1$7,330$10,930$10,250$10,250
Subsequent annual costs (incl. accounting and tax fee)$2,380$3,400$2,400$2,400
Sample engagement invoiceTogo LLC setup costTogo PLC setup costTogo branch setup costTogo RO setup cost

Contact us

For additional information on our business setup services in Togo, please email us at email@healyconsultants.com. Alternatively please contact our in-house country expert, Mr. Simon Guidecoq, directly:
client relationship officer - Simon
Central bank of Togo Chamber of Commerce and Industry of Togo togo economic community of West African States (ECOWAS) togo-govt togo SAZOF