Business entities in Benin in 2024
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)
- 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
| LLC | PLC | Branch office | Rep office | |
|---|---|---|---|---|
| Also known as | SARL | SA | succursale | bureau de representation |
| How long to set the company up? | 5 weeks | 6 weeks | 7 weeks | 7 weeks |
| How long to open company bank account? | 5 weeks | 5 weeks | 5 weeks | 5 weeks |
| Legal liability? | Limited | Limited | Unlimited | Unlimited |
| Wholly foreign owned? | Yes | Yes | Yes | Yes |
| Minimum share capital? | US$1 | US$18,000 | US$1 | US$1 |
| File annual tax return? | Yes | Yes | Yes | No |
| Tax registration certificate required? | Yes | Yes | Yes | No |
| Recommended corporate bank account? | EcoBank | Diamond Bank | Bank of Africa | United Bank of Africa |
| Does our Client need to travel? | No | No | No | No |
| Resident director required? | No | No | No | No |
| Resident shareholder required? | No | No | No | No |
| Minimum directors allowed? | 1 | 1 | 1 | 1 |
| Minimum shareholders? | 1 | 1 | 1 | 1 |
| Tax identification code (TIN) needed? | Yes | Yes | Yes | No |
| Benin resident company secretary required? | No | No | No | No |
| Corporate shareholders allowed? | Yes | Yes | Yes | Yes |
| Corporate director(s) allowed? | Yes | Yes | Yes | Yes |
| Benin corporate tax rate? | 25% | 25% | 25% | N/A |
| Annual financial statements required? | Yes | Yes | Yes | No |
| Statutory audit required? | No | Yes | No | No |
| Regulated by? | Chamber of Commerce and Industry | Chamber of Commerce and Industry | Chamber of Commerce and Industry | Chamber of Commerce and Industry |
| Allowed to issue sales invoices? | Yes | Yes | Yes | No |
| Allowed to sign contracts? | Yes | Yes | Yes | No |
| Allowed to import and export goods? | Yes | Yes | Yes | No |
| Can rent an office space in Benin? | Yes | Yes | Yes | Yes |
| Can buy Benin property? | Yes | Yes | Yes | No |
| Can own equity in other Benin companies? | Yes | Yes | Yes | No |
| Total Benin business setup costs in Yr. 1 | US$10,250 | US$9,850 | US$13,850 | US$11,100 |
| Subsequent annual costs (incl. accounting and tax fee) | US$4,350 | US$6,600 | US$3,950 | US$3,950 |
| Sample engagement invoice | View invoice PDF | View invoice PDF | View invoice PDF | View invoice PDF |
