Togo

Company Formation in Togo

Togo is a good destination to set-up your company to cater to the fast growing African market with a large population. YourGlobalPro can assist in Togo for Company Formation, Secretarial Compliance, Tax Registration, VAT Reclaim, Document Retrieval and Trademark Registration.

About the Country

The Togolese Republic (Togo) is a narrow country in West Africa, bordered by Ghana, Benin, and Burkina Faso. It is one of the smallest countries in the continent. Although just relatively small, the country is a member state of different international organizations including the United Nations (UN), African Union (AU), Organization of Islamic Cooperation (OIC), South Atlantic Peace and Cooperation Zone (ZPCAS), La Francophonie (OIF) and Economic Community of West African States (ECOWAS).The below content will explain you in detail about the requirements for the company formation in Togo, know more about the trademark registration in Togo and understand the Togo Legal and Compliance requirements.

Togo

Doing Business Introduction

The economy of Togo is highly dependent on agriculture due to the country’s fertile lands and planting-conducive climate. Major crops in the country are jasmine rice, cassava, corn, and millet while major agricultural exports are coffee, cocoa bean, cotton, and peanuts.

The mining industry in Togo is primarily involved in the extraction of phosphate that it also exports. The country’s major export partners are Burkina Faso, China, the Netherlands, Benin, and Mali. Togo also serves as the entry point to Burkina Faso, Mali, and Niger. As per Doing Business Report of The World Bank, Togo ranks 154 for 2017 survey in terms of ease of doing business.

YourGlobalPro professionals can assist its client with any type of company formation in Togo, trademark registration in Togo and other recurring services for your business in Togo.

Incorporation - Types of Business Entities

Before starting the business, the first decisions to make is to determine what form of business entity to establish. There are several types of entities that can be incorporated in Togo are as mentioned below:

·       Limited Liability Company (SARL)

·       Public Limited Company (SA)

·       Branch

·       Representative Office

Time Frame for Incorporation of Company in Togo varies from depending on the type of entity selected and each business type has its own advantages and disadvantages. YourGlobalPro professionals estimate the time required for Togo Company formation process to be completed is 6-14 working days.

Benefits of Registration of a Company

Below are the advantages of company formation in Togo:

·       The government of Togo has created the Enterprise Formality Center (CFE), a one stop shop single office that simplifies the administrative process of establishing a business. This provides ease in company formation.

·       Togo has the 12th largest producer of phosphate reserve in the world, which advantageous for investors willing to explore that market.

·       Investors can make use of Togo’s deep-water port services that acts a customs free trans-shipment facility for goods for goods passing through the Port of Lome to other ECOWAS countries.

·       Free trade zones or export processing zones offer less restrictive labor code and authorization to hold foreign currency-denominated accounts.

Tax Registration and Filing

Below are some crucial points in relation to taxation rates in Togo.

Corporate Income Tax Rate 29%
Capital Gains Tax 30%
Branch Profits Tax Rate 29%
Withholding Taxes Dividends - 7% or 15%
Interest - 6%
Royalties - 15%
Value Added Tax 18%
Fiscal Year 1 January to 31 December

Double Tax Treaty

Double Tax Agreements (DTA) regulates the tax treatment of income or capital gains in situations where the same taxpayer is taxed twice in two countries for the same subject.  Togo has double tax treaty agreements with France. As member of the West African Economic Monetary Union (WAEMU), Togo also has tax treaties with Benin, Burkina Faso, Guinea-Bissau, Ivory Coast, Mali, Niger and Senegal.

Trademark registration

Togo is a member of the African Intellectual Property Organization (OAPI) that provides a uniform trademark registration for its member countries. In Togo, the OAPI is represented by the National Institute for Industrial Property and Technology located in Lome and under the Ministry of Industry, Commerce and Development. The registered trademark will be valid for 10 years and can be renewed for another 10 years. It takes approximately 12 months from first filing to registration

YourGlobalPro professionals are fully equipped to assist you with the process of trademark registration in Togo for your business. For assistance or advice in the matter of the trademark registration in Togo or intellectual property – please feel free to write or contact us.

Secretarial Compliance

Below are some of the important points in relation to Company Secretarial Compliance in Togo:

·       Public limited companies and limited liability companies must employ the services of a Notary Public.

·       Persons desiring to carry on a commercial activity in the form a company shall establish by a notarized Articles of Association. These articles must include the following information: - Form of the company - Name of the company - Registered office - Identity of contributors and amount of contribution - Number and values of shares issued

·       Extra-ordinary general meetings shall be held to amend the articles of incorporation, to authorize mergers, scissions, transformations and d partial contributions of assets, to transfer the registered office and to wind up the company prematurely or extend the duration of its life.

·       Dissolution of a company shall have effect on third parties only with effect from its publication in the Trade and Personal Property Credit Register.

Accounting Services

The accounting standards applicable in Togo are those established in the OHADA Accounting System (SYSCOHADA). Entities that are required to prepare financial statements are limited liability companies, public limited companies and branches. As member of OHADA, a uniform chart of accounts is followed and books must be kept in French.

YourGlobalPro professional can assist you with the entire bookkeeping and accounting services for your Togo Business Setup as per your business needs including implementation of financial accounting software, accounting records preparation and time to time preparation of budgets, forecasts.

Auditing service

Public limited companies are required to conduct annual audit. Limited liability companies are required to appoint an auditor if their share capital exceeds $110,000 or annual turnover exceeds US$275,000 or employees is more than 50 permanent staff.

YourGlobalPro professionals provide you auditing services as required by your business in Togo.

Banking

Opening an account in a bank is quite easy in Togo. The documentation requirement differs from Bank to Bank and needs to be compiled for the Bank account opening.

The banks in Togo are Ecobank, Banque Togolaise pour le Commerce et l’Industrie, Union Togolaise de Banque and Banque Internationale pour l’Afrique au Togo. All banks are stable, reliable and offer the same level of services.

YourGlobalPro professionals facilitate all the paper work in relation to banking need and can assist you in opening bank account for your business plan in Togo.

Legal and Compliance

In Togo, the responsibility of legal compliance is not a one-time affair, but a continuous process. Below is the various Togo legal and compliance requirement to be followed by incorporated entities:

·       Aside from Togolese laws, investors in Togo are also subject to regulations stated by the UEMOA, ECOWAS, OHADA and CIMA.

·       A minimum share capital of XOF 1,000,000 and XOF 10,000,000 are required for limited liability company (SARL) and public limited company (SA), respectively.

·       Shares issued by SARLs and SAs should have a nominal value of XOF 5,000 and XOF 10,000, respectively.

·       SARLs should a have a minimum of 1 shareholder and a maximum of 50. SAs should have at least 1 shareholder.

·       Administration of a SA is given to the Board of Directors while the management is given to the C.E.O. or Chairman of the Board of Directors and Managing Director. In cases, wherein there is only a maximum 3 shareholders, administration and management are tasked to the managing director.

·       Branches of foreign companies can operate only for 2 years unless renewed.

·       Representative offices are not allowed to conduct any commercial activities. Further, they can only operate for 2 years unless renewed.

YourGlobalPro can assist you in Togo Legal and Compliance requirements.

HR and Employment Law and Immigration / VISA

Below are some of the important points in relation to HR & employment law in Togo:

·       The maximum length of fixed term contracts including renewals is 48 months.

·       Working hours of all employees in any enterprise, except for the agricultural sector, normally are not to exceed 40 hours per week.

·       At least 24-hour rest period is mandatory for all employees.

·       Employers must pay a premium of 20% of hourly pay for overtime work

·       Paid annual leaves regardless of tenure is 30 days.

·       Maternity leave granted is a minimum of 98 days.

·       A valid passport and visa are required to enter Togo.

·       Visas issued upon arrival in Togo are limited to 7 days and can be extended at no cost during the 7 – day period.

·       Documentation of Yellow Fever vaccination is required for all individuals entering Togo who are over one year of age.

·       A letter of invitation from the employer in Togo explaining the relationship to the applicant and the purpose of travel to Togo is a requirement for foreign nationals applying for a work visa.

Country Statistics

Capital Lome
Largest city Lome
Total Area 56, 785 Sq. Km.
Population 7,552,318
Density 125.9 / Sq. Km.
Currency West African CFA Franc (XOF)
Government Presidential Republic
Official language French
Religion Traditional African Religion: 51%
Christianity: 29%
Islam: 20%
Government Office Hours Mon-Fri (08:00-17:30)
Business office Hours Mon-Fri (08:00-17:30)
Banks office Hours Mon-Fri (0800 to 1630)

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