Business entities in Togo in 2023
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)
- 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
| LLC | PLC | Branch office | Rep office | |
|---|---|---|---|---|
| Also known as | SARL | SA | succursale | bureau de representation |
| How long to set the company up? | 6 weeks | 7 weeks | 9 weeks | 9 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$1,800 | 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 | Togolese Union Bank | SIAB Bank |
| 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 | 3 | 1 | 1 |
| Minimum shareholders? | 1 | 1 | 1 | 1 |
| Tax identification code (TIN) needed? | Yes | Yes | Yes | No |
| Togo resident company secretary required? | No | No | No | No |
| Corporate shareholders allowed? | Yes | Yes | Yes | Yes |
| Corporate director(s) allowed? | Yes | Yes | Yes | Yes |
| Togo corporate tax rate? | 29% | 29% | 29% | 0% |
| 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 Togo? | Yes | Yes | Yes | Yes |
| Can buy Togo property? | Yes | Yes | Yes | No |
| Can own equity in other Togo companies? | Yes | Yes | Yes | No |
| Total Togo business setup costs in Yr. 1 | $15,350 | $17,280 | $17,100 | $16,100 |
| Subsequent annual costs (incl. accounting and tax fee) | $2,380 | $2,380 | $2,400 | $2,400 |
| Sample engagement invoice | View invoice PDF | View invoice PDF | View invoice PDF | View invoice PDF |
