Country Guide: Togo

Company Formation in Togo

A complete guide to navigating the CFE and API-ZF. Learn the requirements, OHADA corporate structures, and timelines for establishing a legal entity in West Africa’s leading deep-water logistics hub and dynamic commercial market.

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The Role of the CFE and API-ZF

Business registration in Togo is widely recognized as one of the fastest in Africa, driven by the fully digitized Centre de Formalités des Entreprises (CFE). Acting as an advanced “Guichet Unique” (One-Stop Shop), the CFE portal consolidates the Commercial Registry, Tax Authority, and Social Security enrollments into a single process taking as little as 24 hours.

For foreign direct investment, the Agence de Promotion des Investissements et des Zones Franches (API-ZF) is the critical gateway. API-ZF facilitates access to the Togolese Investment Code and the highly lucrative Free Zone, capitalizing on the strategic advantage of the Port of Lomé.

24 – 48 Hours

Average CFE Turnaround

27%

Standard Corporate Tax (IS)

OHADA Jurisdiction

Uniform corporate laws across 17 African member states

Types of Companies You Can Register

Togo operates under the OHADA uniform acts, providing internationally recognized and standardized corporate vehicles.

Limited Liability Company (SARL)

The Société à Responsabilité Limitée (SARL) is the most preferred entity for SMEs and foreign subsidiaries. Togo has aggressively reformed its requirements, eliminating the strict minimum capital rule (nominally allowing capital as low as 10,000 FCFA) and streamlining notary requirements.

Joint Stock Company (SA)

The Société Anonyme (SA) is designed for large-scale operations and public capital raising. It requires a minimum share capital of 10,000,000 FCFA, the mandatory appointment of a statutory auditor, and formalized corporate governance structures.

Branch Office (Succursale)

Foreign companies executing specific local contracts can register a branch. Under OHADA law, a branch must be converted into a fully registered local subsidiary (SARL or SA) after two years of operation, unless a special exemption is granted by the Minister of Trade.

The Formation Process

Drafting Statutes (Notarized or Private Deed)

Verify your company name and prepare the Articles of Association (Statuts). Togo allows private deeds for forming a SARL to reduce costs, though using a Notary Public is still highly recommended for foreign investors to ensure strict OHADA compliance.

Capital Deposit

Deposit the initial share capital. This is typically handled through a local commercial bank or deposited directly with the Notary Public, who will issue a formal Declaration of Subscription and Payment (DSV).

CFE Portal Submission (RCCM & NIF)

Submit the complete dossier digitally through the CFE portal. The One-Stop Shop will instantly process the registration with the Commercial Registry (RCCM) and the Tax Authority to generate your Numéro d’Identification Fiscale (NIF).

CNSS & Carte d’Opérateur Économique

The CFE also automatically registers the company as an employer with the National Social Security Fund (CNSS) and issues the Carte d’Opérateur Économique, authorizing you to commence commercial or import/export activities.

Foreign Investors & API-ZF Incentives

Togo generally allows 100% foreign ownership across its commercial sectors. To maximize operational efficiency, foreign entities should closely engage with API-ZF to access benefits under the Togolese Investment Code or the Free Zone (Zone Franche) regime.

Companies exporting the majority of their production can apply for Free Zone status, granting a 10-year exemption from corporate tax, followed by a drastically reduced rate, alongside permanent exemptions from customs duties on manufacturing equipment.

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Compliance to Watch

⚠️ OHADA Accounting Standards: Togo strictly enforces the OHADA Uniform Act on Accounting Law (SYSCOHADA). You must maintain your corporate books locally according to these regional standards and file financial statements annually.
⚠️ Language Requirements: French is the absolute standard for all legal, administrative, and corporate documentation. Foreign parent company documents must be accompanied by sworn French translations.
⚠️ Exchange Controls: As a member of the West African Economic and Monetary Union (WAEMU/UEMOA), capital movements outside the CFA Franc zone are subject to strict documentary requirements and central bank approvals.

Need Professional Assistance?

Navigating the CFE digital portal, structuring for the Free Zone, and drafting OHADA-compliant statutes in French requires highly specialized local expertise. Let our corporate advisors handle the bureaucracy and complete your setup in Togo.

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