Business entities in Benin in 2023

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