DOING BUSINESS

IVORY COAST

May 2026

Contact information

Name

DLA Piper Africa, Senegal (GENI & KEBE)

Offices

Côte d’Ivoire

Avenue Nogues, Abidjan Plateau

Côte d’Ivoire

Tel: +225 27 20 24 46 01

Senegal

47 Boulevard de la République,

15023 Dakar

Senegal

Tel: +221 338 211 916

 

Country Overview

  • Name – Côte d’Ivoire
  • Capital – Yamoussoukro
  • Economical capital: Abidjan
  • Total land area – 322,462 km2
  • Population – 32.8 million
  • Population growth – 2.73%
  • Urban population – 52.5%
  • Languages spoken (most popular) – French, Dioula, Baoulé
  • Neighbouring countries – Mali, Burkina Faso, Guinea Conakry, Ghana, Liberia
  • Independence – 7 August 1960

Government type and structure

  • Head of State – Mr. Alassane Ouattara
  • Time in power – 15 years 4rd mandate in progress[1]
  • Type of Government – Presidential regime
  • Main political party – RDHP (the ruling party), and an opposition centred on the PDCI-RDA and the PPA-CI
  • Administrative divisions – Côte d’Ivoire is divided into 14 districts (with 2 autonomous districts and 12 regular districts); 31 regions; 111 departments and 510 sub-prefectures.

Economy

  • GDP – USD110.5 billion (2025)[2]
  • Annual GDP Growth – 6.7 (2025)[3]
  • Per capita GDP PPP – 2,728 USD (2024)
  • Inflation Rate – 2.8% (2025)
  • Value add by kind of economic activity
    • Agriculture 15.7%
    • Industry 23.2 %[4]
    • Services 41.6 %[5]
  • Net inflow of FDI – 1.7%[6]
  • Top three exports by value
    • Cocoa beans, whole or broken, raw or roasted
    • Gold (including gold plated with platinum) unwrought, semi-manufactured or in powder form
    • Petroleum oils
  • Top three import sources
    • China
    • Nigeria
    • France
  • Top three export destinations
    • Netherlands
    • Switzerland
    • Mali
  • Top three imports
    • Petroleum oils, crude and oils obtained from bituminous minerals
    • Rice
    • Fish excluding fish fillets and other fish meat
  • Currency: West African CFA Franc (XOF)

Infrastructure

  • Major international airports – Félix Houphouët Boigny of Abidjan and International Airport of Yamoussoukro
  • Major Ports – Port of Abidjan and Port of San Pedro

Business vehicles/structures for doing business

Introduction

Côte d’Ivoire is a country in full economic growth. This is beneficial because it attracts many investors. There are a variety of investment vehicles in Côte d’Ivoire but the most common are the creation of companies and the acquisition of equity participation in the capital.

Companies

A company is a type of business vehicle. It is a legal fiction

which confers legal personality to an economic entity created

by several persons who join together property, rights, capital or

services for an object defined by their agreements. The company

may have a civil object or a commercial object.

TRADING COMPANIES

The different types of Trading companies existing in Côte d’Ivoire are those listed in the OHADA Uniform Act on the Law of Commercial Companies and Economic Interest Groupings, which are as follows:

PRIVATE COMPANIES LIMITED BY SHARES

The Private limited Company is the most common form used by entrepreneurs. The private limited company is a company in which the partners are liable for the debts of the company only up to the amount of their contributions and whose rights are represented by shares. Its minimum share capital authorised is 1 million FCFA.

It may be established by a natural or legal person or between two or more natural or legal persons.

PUBLIC COMPANIES LIMITED BY SHARES

The public limited company is a company in which the shareholders are only liable for the company’s debts up to the amount of their contributions and whose shareholders’ rights are represented by shares. It is different from the Private Limited company for it has the possibility to make a public offering of shares. The minimum capital for this kind of company is 10 million 25% paid up front and the rest within the next three years.

It is the form required for some companies such as banks and insurance companies.

Business name (sole proprietorship and partnership)

SOLE PROPRIETORSHIP (REGISTERED OR UNREGISTERED AS A BUSINESS NAME)

The sole proprietorship is the legal form most often chosen by business creators who plan to carry out their activity on their own. It is a company that does not have a legal personality. The entrepreneur and the company are one and the same legal entity. It is also very used by entrepreneurs as it is the simplest form of company for it does not have requirements such as minimum share capital, besides, the incorporation formalities are short and simplified.

PARTNERSHIPS

A partnership is a form of business where two or more people share ownership, as well as the responsibility for managing the company and the income or losses the business generates.

It exists under many forms including partnerships under Trading companies form and Joint ventures.

GENERAL PARTNERSHIP

General partnership is the company in which all partners are traders and are indefinitely and jointly and severally liable for the company’s debts. These features are what makes this company particular. It is not very common and it is formed between People who commit themselves because of their mutual trust.

LIMITED PARTNERSHIP

Limited partnership is a company with two categories of partners:

  • the General partners, who are in the same situation as the members of general partnerships and to whom management is assigned, unless it is exceptionally assigned to a third party; and
  • the limited partners who are only liable to the limit of their contributions and who may not interfere in the management of the company, which makes it impossible to appoint a manager from among the limited partners.

Presence of foreign entities

Any foreign investor interested in setting up a business in Côte d’Ivoire has the possibility to incorporate a company, individual or commercial, registered in the Ivorian Trade and Personal Property Credit Register.

Setting-up and registration requirements and level of protection offered to shareholders, of the various business vehicles

Côte d’Ivoire has set up a one-stop shop for all the formalities related to the setting up of companies: Centre for Investment Promotion in Côte d’Ivoire (Centre de Promotion des Investissements en Côte d’Ivoire (CEPICI)). This platform contains all the information on business creation and investments.[7]

THE REGISTRATION OF A COMPANY

In addition to these different steps, some forms and documents must be filled in. Those forms can be found on the site of the one-stop shop (CEPICI). Since 2015, Côte d’Ivoire has introduced the system of a unique identifier number (IDU). The Unique Identifier replaces the Trade Register number (RC); the Taxpayer’s Account (CC); the registration number of the National Social Security Fund (CNPS) and the Importer/Exporter Code.

REGISTRATION REQUIREMENTS FOR A PRIVATE AND PUBLIC COMPANIES LIMITED BY SHARES

  • draw up and registering the minutes of the company’s incorporation
  • deposit the minimum capital at the bank or at a Notary office
  • registration of the statement of subscription and payment
  • registration and filing of the articles of association
  • registration at the Trade Registry
  • registration at the Tax Bureau
  • for companies engaged in import and export activities, foreign trade registration is required
  • publication in the official gazette
  • registration of the company with the National Social Security Fund (CNPS)
  • registration at the Unique identifier number

REGISTRATION REQUIREMENTS FOR BUSINESS NAME As regards sole proprietorships, the formalities are very simple and less costly. There are forms to be filled in and documents to be provided on the CEPICI website, a registration with the Trade Register and the CNPS (National Social Security fund) and the registration of the IDU.

Ease of Doing Business

In the 2019 Ease of Doing Business index, developed by the World Bank, Côte d’Ivoire ranks 110th globally, and 13th in regional rank.

Côte d’Ivoire has reached that rank thanks to many reforms that have been made to promote investments; among others, the cancellation of the requirement to notarise company deeds, the implementation of an electronic filing and payment system for taxes, and the creation of the one-stop shop for all formalities related to investment and incorporation of companies.

Business rights and regulatory environment

Licences and regulatory

COMPETITION

Competition law is governed by domestic law as well as by OHADA and WAEMU rules. These laws regulate, inter alia, free competition, the obligations imposed on producers, traders, service providers and all other intermediaries. They also regulate anti-competitive practices, to ensure the loyalty and regularity of transactions, including price transparency, the fight against restrictive practices and price increases.

The law provides anti-competitive practices, restrictive practices and unfair competition.

The relevant legislation on competition is the following

  • OHADA Act relative to general commercial law
  • Regulation No. 3/2002/CM/UEMOA on procedures applicable to the field of antitrust in West African Economic and Monetary Union (WAEMU)
  • Regulation No. 02/2002/CM/UEMOA of 23 May 2002 on practices anticompetitive activities within WAEMU
  • Order No. 2013-662 of September 20, 2013, relating to Competition (The Order)

REGULATORY BODIES

The Order sets up the Commission for Competition and the Fight Against High Cost of Living, which has a general mission of monitoring the market to detect any dysfunctions related to anti-competitive practices, as provided by WAEMU competition law.

In this way, the Commission for Competition and the Fight Against High Cost of Living (The Commission) performs its duties in accordance with the procedures and cooperation between the WAEMU Commission and the national competition structures of member states.

The Commission may take up, on its own initiative, or be referred by the following: the WAEMU Commission, the Minister in charge of Trade, legally incorporated companies or groups of companies, local authorities, professional and trade union organisations, approved consumer organisations, and consular chambers, as far as the interests for which they are responsible are concerned.

The composition, organisation and functioning of the Commission are determined by a decree issued by the Council of Ministers, which also sets up anti-competitive practices; unfair competition practices; information on prices and conditions of sale; investigation, prosecution and sanctions.

PENALTIES

The Order provides for both civil and criminal misconduct.

For any producer, trader, industrialist or craftsman, it is considered as civil fault:

  • to practice with regard to an economic partner or to obtain from them, prices, payment deadlines, terms and conditions of purchase or sale that are discriminatory or not justified by actual considerations, thereby creating a competitive disadvantage for this partner;
  • to refuse to satisfy requests for the purchase of goods, products or services, when such requests are not abnormal in nature and are made in goodwill;
  • to subordinate the sale of a product or the provision of a service either to the concomitant purchase of other goods or products, or to the purchase of a fixed quantity, or to the provision of another service.

The practices that constitute criminal offences are:

  • below cost sales and all transactions made with the intention of reducing competition
  • the imposition of prices
  • premium sales, except those relating to small items or services of low value and samples
  • declining to sell and subordinate sales
  • snowball sales
  • practices of non-compliance with foreign trade regulations such as the import or re-export without title or customs declaration of goods of products subject to these regimes; the retention with the purpose of sale or distribution free of charge of the said goods, products or merchandise; the transfer of title for import, export or re-export
  • wild sales or para-commercialism

ABUSE OF DOMINANT MARKET POSITION

Any concentration operation that creates or strengthens a dominant position held by one or more undertakings which has the effect of significantly reduces effective competition within the Common Market constitutes an abuse of a dominant position.

Abusive practices may in particular consist in:

  • directly or indirectly imposing;
  • purchase or sale price or other conditions of unfair transactions;
  • limiting production, markets or the technical development to the detriment of consumers;
  • to apply dissimilar conditions to equivalent services with respect to trading partners, thereby placing them at a competitive disadvantage;
  • making the conclusion of contracts subject to the acceptance by the other parties of supplementary obligations which, by their nature or according to commercial usage, are not connected with the performance of the contract.

MONOPOLY

As far as we know, there is no specific legislation in Côte d’Ivoire relating to monopoly.

However, there are laws in certain sectors of activity which evoke the monopoly namely:

  • Act No. 2014-132 of 24 March 2014 on the Electricity Code
  • Decree No. 2008-44 of 21 February 2008 approving the leasing contract signed between the State of Côte d’Ivoire and SODECI
  • Act No. 2015-533 of 20 July 2015 relating to the practice of pharmacy

With regard to local legislation, monopoly is defined as the situation in which a supplier holds an exclusive position on a product or service offered in a multitude of buyers.

“State monopoly” or “public monopoly” refers to a situation of exclusivity in an activity established for the benefit of the public power.

In Côte d’Ivoire, the electricity monopoly is ensured by the Ivorian Electricity Company (CIE). The water monopoly belongs to the Société de distribution d’eau de la Côte d’Ivoire (SODECI) and certain activities such as the sale, preparation, import and export of drugs intended for the use of human or animal medicine are the monopoly of pharmacists approved in Côte d’Ivoire.

However, the monopoly situation in the water and electricity sector could soon change as the Ivorian government has announced a plan to open up to competition almost all segments of the electricity and water sector. Discussions are underway with companies active in the industry.

 CONSUMER PROTECTION

The Act n°2016-412 of 15 June 2016 relating to the consumption (The Consumption Act) is the one which establishes consumer rights in Côte d’Ivoire.

Under the Consumption Act, the rights of a consumer include inter alia:

  • The right to information in plain and understandable language;
  • The right to disclose price of goods or services;
  • The right to disclose of reconditioned or second-hand goods;
  • The right to sales records;
  • The right to cancel advance reservation, booking or order; and
  • The right to return goods.

The law provides for orders specifying the conditions under which manufacturers, importers, distributors or service providers are to be charged for the costs of safety provisions, but such orders are not yet available.

A consumer safety commission has also been established by law.

A decree taken by the Council of Ministers specifies the attributions, the organisation, the composition and the functioning of the consumer safety commission with the mission to issue opinions and to propose any measure likely to improve the prevention of risks in terms of the safety of products or services, and also to seek and list information from all sources on the dangers presented by products and services.

A decree issued by the Council of Ministers specifies the attributions, composition, organisation and functioning of the consumer safety commission, but such decree is not yet available.

DATA PROTECTION AND PRIVACY

Personal data privacy law in Côte d’Ivoire has several community sources, such as:

  • Additional Act A / SA 1/01/07 of 19 January 2007 on the harmonisation of policies and the regulatory framework of the information and communication technologies sector
  • Regulation No. 15/2002 / CM / UEMOA of 23 May 2002 on Payment Systems in the Member States of the West African Economic and Monetary Union (WAEMU)
  • Additional Act A / SA.1 / 01/10 of 16 February 2010 on the protection of personal data
  • Directive C / DIR / 1/08111 on the fight against cybercrime in the ECOWAS area
  • Additional Act A / SA.2 / 01/10 of 16 February 2010 on electronic transactions
  • African Union Convention on Cyber Security and Personal Data Protection

With regard to local legislation, Act of 19 June 2013 on the protection of personal data (the Data Protection Act) regulates the collection, recording, processing, storage, transmission and interconnection of personal data also regulates data protection.

Its purpose is to transpose into national legislation the Act A/SA.1/01/10 of 16 February 2010 on the protection of personal data in the ECOWAS space. It also incorporates relevant provisions not provided for in the ECOWAS text, but contained in other international legal instruments such as Council of Europe: Convention for the Protection of Individuals with regard to the Processing of Personal Data and other texts.

It has a broad scope of application, from the coverage, to the collection, processing, transmission, storage and use of personal data by a natural person, the State, local authorities, public or private legal persons, as well as any automated or non-automated processing of data contained or intended to be included in a file implemented on the national territory (Article 3 paragraph 1).

The Data Protection Act also sets out the guiding principles governing the processing of personal data. Processing must be legitimate and fair, and subject to the prior consent of the person concerned. In addition, data must be collected for specified, explicit and legitimate purposes, and may not be further processed in a way incompatible with those purposes.

DATA COLLECTION

The collection, recording, processing, storage, transmission and interconnection of personal data files must be done in a lawful and fair manner. The principle of transparency implies a mandatory and clear information from the person responsible for processing personal data (the data controller).

DATA PROCESSING

Personal data must be treated confidentially and must be protected, in particular when the processing of such data involves data transmission over a network.

The data controller

It is an individual or a legal entity, public or private, or any other organisation or association which, alone or jointly with others, takes the decision to process personal data and determines the purposes thereof.

The obligations provided for by the law are incumbent on the data controller. This person is in particular responsible for:

  • ensuring that the principles of personal data protection as provided by law are respected;
  • carrying out the formalities with the Personal Data Protection Authority (Autorité de Régulation des Télécommunications/ TIC ARTCI);
  • informing individuals of the existence of the rights conferred by law and to respond to the requests it receives from them in this respect;
  • informing ARTCI of any change affecting the information contained in the declaration or request for authorisation;
  • appointing a personal data protection correspondent;
  • preparing an annual report on behalf of ARTCI.

RIGHTS OF A DATA SUBJECT

The persons concerned by the processing are granted a number of rights such as the right to information and access to the file, the right of rectification, including updating, the right of data erasure or digital oblivion, the right to oppose and refuse profiling, the right to portability and the right to copy the personal data collected.

TRANSFER OF PERSONAL DATA TO A FOREIGN COUNTRY

Penalty

ARTCI may, after hearing the data controller or its subcontractor who does not comply with the provisions of the law and who does not comply with the formal notice notified, pronounce the following penalties against it:

  • temporary withdrawal of the authorisation granted;
  • the definitive withdrawal of the authorisation;
  • a pecuniary sanction.

The amount of the pecuniary penalty shall be proportionate to the seriousness of the failure to comply and to the benefits derived from such failure.

The amount of the penalty for the first failure to comply with the law may not exceed the sum of XOF10 million.

In the case of a repeat failure within five years of the date on which the financial penalty previously imposed becomes final, it may not exceed XOF100 million or, in the case of a company, it may not exceed 5% of revenue excluding taxes for the last fiscal year ended, up to a limit of XOF500 million.

Environmental law

There are several pieces of legislation enacted for environmental regulation.

More than 623 legal texts including circulars, deliberations and decisions are available to regulate the exploitation of the environment and natural resources in Côte d’Ivoire. The main ones are:

  • Ivorian constitution
  • Environment Code
  • Decree No. 2012-163 of February 09, 2012 related to the procedures for the classification of national parks and nature reserves
  • Decree No. 96-894 of November 8, 1996 related to the rules and procedures applicable to the environmental impact of development projects
  • Act no. 2019-675 of july 23, 2019, establishing the forest code
  • The mining code of Côte d’Ivoire
  • Act No. 2002-102 of 11 February 2002 on the creation, management and financing of national parks and nature reserves
  • Development Plan 2011 – 2030 of the Ministry of Mines, Oil and Energy

THE ENVIRONMENT CODE

Law No. 2023-900 of 23 November 2023 on the Environment Code (The Environment Code)

The purpose of the Code is:

  • To strengthen, for the benefit of present and future generations, the protection of the environment with a view to sustainable development by maintaining and promoting the multiple functions of the environment;
  • Preserving biological diversity and contributing to the balance of ecosystems through agricultural, forestry, fishing, hunting, pastoral, tourism and mining activities;
  • Encourage sustainable management of environmental sectors by reducing the ecological footprint;
  • Strengthening the process of valuing environmental goods and services;
  • Involve local authorities, private companies, civil society organisations and local populations in the protection of the environment, and in the planning, management and implementation of activities in the environment sector;
  • Combat climate change, in particular by reducing greenhouse gases and implementing adaptation and mitigation measures;
  • Regulating the use of genetic resources and access to the results and benefits arising from biotechnologies derived from these resources;
  • To promote education, training and research into the environment and sustainable development.
  • to guarantee to all citizens an ecologically healthy and balanced living environment;
  • to ensure the restoration of damaged environments.

INSTITUTIONAL FRAMEWORK

The main institution dedicated to the protection of the environment and the Ministry of Environment and

Sustainable Development in charge of developing, conducting and coordinating all actions related to Sustainable Development in Côte d’Ivoire. It has a General Directorate of Sustainable Development.

The Code establishes:

  • A network of biological reserves
  • An air quality observatory
  • A National Environment Agency
  • A National Environment Fund
  • A waste exchange

The Ivorian government also established the National Commission for Sustainable Development through Decree No. 2004-649 of 16 December 2004 on the powers, organisation and operation of the National Commission for Sustainable Development (CNDD). It is a consultative body whose purpose is to:

  • define the main orientations and the action plan;
  • propose the national strategy for sustainable development, taking into account its triple social, economic and environmental dimensions.

ENVIRONMENTAL IMPACT ASSESSMENT

Since 1996, the various development actors are subject to the obligation to carry out a Strategic Environmental Impact Assessment (EIES) of projects prior to their implementation. Furthermore, most internationally funded projects are subject to an EIES prior to the payment of funds.

PRIORITY ECONOMIC SECTORS AND ENVIRONMENTAL AREAS

In the perspective of sustainable development, environmental concerns have been integrated into specific sectors.

  • Key Environmental areas are water resources, biodiversity, drill, climate, coastal and marine environment.
  • Key economic sectors are agriculture, animal production and fishery resources/fisheries, industry, tourism, transportation, mining/energy, urbanisation and banking sector.
  • Key social and cultural sectors are health, education, culture, poverty, population/demographics and gender.

Intellectual property

LEGAL FRAMEWORK

The legal framework for the protection of intellectual propertyis set out in the Bangui Agreement, which has been applicable in Côte d’Ivoire since December 1981 and revised in 2015, and Act N°2016-555 relating to copyright and related rights.

INSTITUTIONAL FRAMEWORK

The Ivorian Intellectual Property Office, abbreviated O.I.P.I is the national public establishment created by Decree No. 2005 112 of 24 /02/ 2005, responsible for administering the Intellectual Property system.

It also represents the African Intellectual Property Organisation (OAPI) and the World Intellectual Property Organisation (WIPO).

TRADEMARK PROTECTION

According to Article 2 (ANNEX III) of the Bangui Agreement: “Are considered as trademarks or service marks, all signs used to distinguish the products or services of any enterprise, and in particular surnames, special names, the characteristic shape of the product or its packaging, labels, emblems, etc.”

Article 4 of the same Agreement considers null and void marks that are devoid of distinctive character. The registration of a trademark is necessary to confer on its owner the exclusive right to use it; this right is opposable to all, except in the case provided for in Article 20, paragraph 2, relating to third parties who, in good faith, make use of the trademark. This protection is valid for a period of ten years, renewable without limitation. The rights attached to the trademark are transferable in whole or in part.

Infringement of the trademark may be sanctioned by an infringement action, either before the criminal courts or before the civil courts.

PATENT PROTECTION

Patent protection is also governed by the Bangui Agreement of 2 March 1977 and its Annex 1.

According to this agreement: “A patent may be granted for an invention or a patent conferring on its author, under certain conditions and for a specific period of time, the exclusive right to exploit it, where the new invention involves an inventive step and is susceptible of industrial application.”

The applicant for a patent must file or address his request to the Director General of OAPI.

The invention is then the subject of:

  • a formal examination of its object and the conformity of the claims;
  • a substantive examination aimed at establishing that the invention does not duplicate an already granted patent benefiting from prior protection; that it is new and results from an inventive step.

Patents are granted by decision of the Director General of the OAPI and must give rise to a descriptive memorandum. The grant of a patent generates in favour of its beneficiary an exclusive right of exploitation for a period of ten calendar years, renewable for periods of five years.

ANTI-BRIBERY

The High Authority for Good Governance (HABG) is one of the instruments put in place by the Government of the Republic of Côte d’Ivoire as part of its national plan to fight corruption.

The HABG is an independent administrative authority with legal personality and financial autonomy. It is placed under the authority of the President of the Republic. Its mission is to prevent and fight against corruption and related offences. It has jurisdictional competence over the entire territory.

It is responsible for:

  • developing and implementing the national anti-corruption strategy;
  • coordinating, supervising and monitoring the implementation of policies to prevent and combat corruption;
  • evaluating instruments and administrative measures to determine their effectiveness in preventing and combating corruption; and
  • identifying the structural causes of corruption and related offences and to propose to the competent authorities measures likely to eliminate them in all public and para-public services.

It provides opinions and advice for the prevention of corruption to any natural or legal person or any public or private body, and makes recommendations on legislative and regulatory measures to prevent and combat corruption. It contributes to the moralisation of public life and consolidates the principles of Good Governance, as well as the culture of public service. It also assists the public and private sectors in the development of rules of ethics and educates and sensitises the population on the consequences of corruption.

Money Laundering

LEGAL FRAMEWORK

 Within the framework of strengthening its anti-money laundering, counter-terrorist financing, and counter-proliferation financing regime (“AML/CFT/CPF”), Côte d'Ivoire has adopted a series of legislative and regulatory measures aimed at enhancing the transparency of legal entities and legal arrangements. The principal applicable instruments include:

  •  Law No. 2024-362 of 11 June 2024, establishing the Register of Beneficial Owners of legal entities and legal arrangements,
  • Ordinance No. 2023-875 of 23 November 2023 relating to anti-money laundering, counter-terrorist financing and counter-proliferation financing,
  •  Decree No. 2024-58 of 14 February 2024, which sets out the administrative sanctions regime applicable to AML/CFT/CPF matters and organizes the supervision of reporting entities.

This framework also forms part of a broader regional legal regime, including

  • Directive No. 02/CM/UEMOA of 2 July 2015 on anti-money laundering and counter-terrorist financing within the Member States of UEMOA, the uniform laws adopted at the regional level on anti-money laundering and counter-terrorist financing,
  • Regulation No. 14/2002/CM/UEMOA of 19 September 2002 on the freezing of funds and other financial resources in the fight against terrorist financing,
  •  Decision No. 021 of 21 December 2023/CM/UEMOA setting the applicable thresholds for the implementation of AML/CFT/CPF regulations, and
  • Directive No. C/DIR.2/07/23 of 7 July 2023 issued by ECOWAS harmonizing the rules governing beneficial ownership across Member States.

These reforms reflect the commitment of the Ivorian authorities to align with regional and international standards, particularly within the framework of UEMOA, ECOWAS, and the recommendations of the Financial Action Task Force, with the objective of preventing, detecting, and suppressing money laundering activities while strengthening international cooperation in this area.

Against this background, Law No. 2024-362 of 11 June 2024 now requires companies and other legal entities incorporated in Côte d’Ivoire to disclose their beneficial owners, notably upon incorporation and upon certain statutory or administrative changes. The purpose of this obligation is to identify the natural persons who ultimately own or control a company, whether directly or indirectly, in order to prevent the use of opaque legal structures for illicit purposes.

A beneficial owner is defined as any natural person who directly or indirectly holds a significant ownership interest in, or voting rights over, a company—generally set at a threshold of 25% or more—or who otherwise exercises effective control over the management or strategic decisions of the company. Where no such person can be identified on this basis, the legal representative or principal officer may be designated on a subsidiary basis, in accordance with applicable requirements.

Companies subject to this obligation must identify their beneficial owner(s), collect and retain supporting information relating to their identity, including their name, nationality, date and place of birth, address, as well as the nature and extent of the control exercised. They must then file the relevant declaration with the tax authorities and the competent commercial court registry and ensure that such declaration is updated whenever there is a change affecting the identity of, or the manner in which control is exercised by, the beneficial owner.

Failure to comply with these obligations—whether through non-disclosure, incomplete or inaccurate disclosure, or failure to update the information—may expose the relevant entities to various sanctions, including administrative and financial penalties ranging from XOF 500,000 to XOF 5,000,000, delays or blockages in administrative procedures, and difficulties in banking and compliance processes (KYC/AML). In certain cases, criminal sanctions may also apply, including custodial sentences ranging from six months to one year of imprisonment against the relevant legal representative or company officer.

INSTITUTIONAL FRAMEWORK

At the subregional level, Côte d’Ivoire is a member of the International Governmental Action Group Against Money Laundering in West Africa (GIABA).

GIABA is an institution of the Economic Community of West African States (ECOWAS) responsible for facilitating the adoption and implementation of Anti-Money Laundering and Counter Financing of Terrorism in West Africa.

Furthermore, by Decree N° 2006-261 9 August 2006 Côte d’Ivoire has set up the National Finance Intelligence Processing Unit (CENTIF-CI).

CENTIF-CI is the Financial Intelligence Unit of Côte d’Ivoire.

It participates in the protection of the national economy and contributes to the development of a sound economy by combating clandestine financial circuits, money laundering and the financing of terrorism.

This administrative service, a service with national competence, is placed under the supervision of the Minister of Economy and Finance.

As part of the fight against money laundering, the financing of terrorism and the proliferation of weapons of mass destruction, the government has set up a new body called the Financial Monitoring Group (Groupe de Surveillance Financière - GSF), which is responsible for organising and managing the monitoring of taxable persons and for enforcing sanctions falling within the remit of the Directorate General of Customs.

Created in January 2020 and set up as a specific autonomous court by the adoption of Act no. 2022-193 of 11 March 2022, the Economic and Financial Criminal Division is a court specialising in economic and financial crime, responsible for prosecuting, investigating and trying economic and financial offences. This court will strengthen the institutional framework for combating money laundering and the financing of terrorism.

Land rights

REGULATION OF THE REGISTRATION OF RIGHTS IN LAND AND OTHER IMMOVABLE PROPERTY

Under the Côte d’Ivoire law, the regulation of land and all matters relating to land is governed by the constitution, the laws and decrees. Under the terms of article 1 of law n°98-750 of 23 December 1998 amended by laws 2004-412 of 14 August 2004, 2013-65 of 13 September 2013 and 2019-868 of 14 October 2019, the rural land estate is made up of all land, whether developed or not and whatever the nature of development. It constitutes a national heritage to which any individual or legal entity can have access.

The rural land estate is at the same time out of the public domain, of the urban perimeters, outside the duly constituted deferred development zones, outside the classified forest estate and protected areas, outside the duly constituted tourist areas.

It is made up, on a permanent basis, of land owned by the State land owned by public authorities and private individuals, land with no owner and, on a transitional basis, land in the customary domain and land in the domain granted by the State to public authorities and private individuals.

Land in Côte d’Ivoire is mainly owned by the state. However, it is also the heritage of the customary domain.

Ownership of a piece of land in the rural land estate is transmitted by purchase, inheritance, inter vivos, or testamentary donation or by the effect of an obligation.

Ownership of land in the Land Estate is established from the time the land is registered in the Land Register opened for this purpose by the Administration. In customary rural land tenure, customary rights are established by the land certificate.

All information on real estate properties is recorded in the Land Register, which is administered by the Registrar of Real Estate and Mortgages in the land district in which the property is located.

Since 2004, Côte d’Ivoire has adopted an electronic land register. Since then, it has been possible to consult information on land titles online.

RESTRICTIONS ON OWNERSHIP OF LAND BY FOREIGNERS

Under Ivorian law, foreigners are not allowed to own rural lands.

STATUTORY LIMITATIONS IMPOSED ON LAND TRANSACTIONS

  • Any lease of land registered in the name of the State is transferred by the Administration at the express request of the transferor and without this transfer constituting a violation of the rights of third parties.
  • Provisional concessions cannot be transferred.
  • Direct transfer of the contract by the lessee and subletting are prohibited.
  • Owners of rural land are free to dispose of it in the limits of the provisions of the law.
  • Full ownership of urban land in the State domain is only granted by a final concession decree.
  • The transfer of ownership of urban land that has been the subject of a final concession order is made by authenticated deed and gives place to the issue of a land transfer certificate issued by the Registrar of Land and Mortgage Property.

SYSTEM OF LAND REGISTRATION

The ownership of urban land in the State domain is conferred by a final concession decree.

The application file for a final concession order is submitted to the one-stop shop for land and housing of the Ministry of Construction and Urban Planning.

The final concession order is issued by the Minister in charge of Construction and Urban Planning in the Autonomous District of Abidjan. It must be published in the Land Register.

For all urban land located outside the Autonomous District of Abidjan, the final concession order is issued by the Prefect upon delegation of power by the Minister in charge of Construction and Urban Planning.

In May 2023, the government introduced the Attestation de Droit d'Usage Coutumier (ADUC) to replace the village attestations previously issued by village chiefs. The aim of this measure is to standardise and secure land transactions in urban areas. The ADUC, produced exclusively by the Ministry of Construction, Housing and Town Planning, is a secure, forgery-proof document. It will be mandatory for all land transactions from 1 January 2025.

RELEVANT TAXES/TRANSFER DUTY AND EXEMPTIONS

The 2007 tax schedule institutes a land reform applicable as of 1 January 2008. This reform introduces two new types of property taxes:

  • Property income tax (IRF) to which is added the tax on roads, hygiene and sanitation;
  • Property wealth tax (IPF).

THE PROPERTY INCOME TAX

The property income tax rate is set at 3% of the rental value of income-producing properties.

This rate is increased to 4% for properties owned by companies or legal entities.

The following are subject to property income tax:

  • Buildings constructed of masonry, iron or wood permanently fixed to the ground, except those that are expressly exempted;
  • uncultivated land used for commercial or industrial purposes, such as building sites, warehouses and other similar sites, whether the owners occupy them or have them occupied by others, whether free of charge or in return for payment;
  • boats used at a fixed point and fitted out for habitation, commerce, industry or the provision of services even if they are only held by moorings.

EXEMPTIONS

The following in particular are exempt from property income tax on built-up properties:

  • Buildings, structures or constructions belonging to the State, local authorities and public institutions, when they are assigned to a public service or general utility and are unproductive of income;
  • Installations in sea, river or airports and on inland waterways that are the subject of public tooling concessions granted by the State to chambers of commerce, agriculture or industry, or to municipalities, and are operated under the conditions set out in specifications.
  • Works established for the distribution of drinking water or electrical energy and belonging to the State or to local authorities.
  • Buildings used for the public exercise of worship.
  • Buildings for school use that do not generate land income.
  • Buildings used for medical or social assistance works.
  • Buildings used by farms to house animals and hug crops.
  • Straw huts.
  • Buildings and installations of state railways.
  • Buildings, buildings or constructions belonging to the State, located in port and airport areas and assigned to Ivorian ports and airports for the realisation of their missions, excluding those that are rented out.
  • Buildings, buildings or constructions belonging to Ivorian ports and used for the direct needs of the exercise of their activities, excluding those that are rented.
  • Buildings for office or sports use and sports training structures belonging to or made available free of charge to sports associations recognised by the Ministry in charge of Sport and which do not generate income.
  • Sports fields, dispensaries, markets, markets, bridges, roads and tracks that do not generate land income and are made available to employees by companies on the sites of agro-industrial operations and by mining companies on mining and extraction sites.
  • Sports fields and facilities owned or made available free of charge exclusively to sports associations recognised by the Ministry in charge of Sport and which do not generate income.
  • Buildings, buildings or constructions that do not produce income and are owned by the State and made available to State-owned companies, provided that they are not included in their balance sheet.
  • Buildings, buildings or constructions belonging to the State, located in the airport zone and assigned to the Société d’Exploitation et de Développement aéroportuaire, aéronautique et météorologique (SODEXAM) for the performance of its missions, excluding those that are leased.
  • Buildings, buildings or constructions belonging to the Société d’Exploitation et de Développement aéroportuaire, aéronautique et météorologique (SODEXAM) and used for the direct needs of carrying out its activities, excluding those leased.
  • Companies approved under the tax regime for major investments in housing, for the construction of industrial units for the manufacture of materials and other inputs used in the construction of housing.
  • Buildings, buildings or constructions belonging to the National Center for Agronomic Research and used for the needs of its activities, excluding those rented out.
  • Buildings of charitable associations and foundations recognised as being of public utility, excluding those that are rented out. This provision applies only to associations and foundations recognised as being of public utility, acting without profit and whose management is disinterested.
  • Buildings, buildings or constructions belonging to the Société de Développement des Forêts (SODEFOR) and used for the direct needs of carrying out its activities, excluding those that are rented out.
  • Commercial companies whose sole purpose is the management of their land holdings.

THE PROPERTY WEALTH TAX

It is linked to the right of ownership.

Tax on the property assets of built-up properties

The following are exempt from the tax on real estate assets of built properties:

Social housing with a maximum of four rooms, costing no more than twenty-three million (23,000,000) Francs excluding tax, made available free of charge to workers or supervisors by agricultural or agro-industrial companies on their plantation sites. TAX ON THE PROPERTY ASSETS OF UNDEVELOPED PROPERTIES

Are subject to the annual tax on undeveloped property assets, urban undeveloped buildings, such as:

  • land located within the boundaries of an existing or developing urban area within the limits of regularly approved plans of subdivision;
  • land which, situated outside the perimeter of agglomerations, is intended for the establishment of dwelling houses, factories, counters with their amenities and outbuildings, when the said constructions are not connected to an agricultural holding.

The following are also taxable under Article 160 of the General Tax Code:

a) rubber, oil palm, coconut, coffee, cocoa, cashew, banana, pineapple, mango, sugar cane, lemon, papaya or flower plantations owned or operated by legal entities or agro-industrial companies;

b) rubber, oil palm, coconut, coffee, cocoa, cashew, banana, pineapple, mango, sugar cane, lemon, papaya or flower plantations covering an area of at least 100 hectares owned or operated by individuals.

A recent exemption applies to newly acquired urban land from 2025 onwards for a period of two years from the year of acquisition (Law No. 2024-1109 of 18 December 2024 on the State Budget for 2025).

EMPLOYMENT

Introduction

Employment in Côte d’Ivoire is governed by the provisions of national laws, international conventions and collective bargaining agreements.

BENEFITS AND PENSIONS

Côte d’Ivoire’s social protection system provides compulsory risk protection for salaried workers:

  • sickness (Universal Health Coverage, basic Plan and Medical Assistance Plan);
  • family benefits (including maternity);
  • accidents at work and occupational diseases;
  • pensions (old age, invalidity and survivors).

 Ordinance No. 2019-636 of July 17, 2019 established a mandatory social security scheme for self-employed workers in Côte d’Ivoire called the Self-Employed Workers Social Security Scheme (RSTI), covering health, accidents, maternity, and old-age benefits, as well as a mandatory complementary pension scheme. Decree No. 2020-308 of March 4, 2020 sets out the operational procedures for these schemes.

Any person engaged in self-employed activity must register with the RSTI within one month of starting their activity; otherwise, the CNPS may automatically enroll them. Members whose declared income exceeds the contribution ceiling are automatically subject to the complementary pension scheme.

Voluntary affiliation is allowed only for certain Ivorian workers employed in countries that do not have a social security agreement with Côte d’Ivoire, and it applies solely to the retirement branch.

The national institution in charge of the protection of employees in Côte d’Ivoire is the CNPS Caisse Nationale de Prévoyance Sociale (National Social Security Fund).

DATA PRIVACY

The personal data protection authority in Côte d’Ivoire is the Ivory Coast Telecommunications Regulatory Authority (Autorité de Régulation des Télécommunications de Côte d’Ivoire) ARTCI. It is responsible for ensuring the application of laws and ordinances relating to data protection, in particular Act No. 2013-450 of 19 June 2013 relating to the protection of personal data.

DISCRIMINATION

The Ivorian constitution prohibits any discrimination in access to or the exercise of employment on the basis of sex, ethnicity or political, religious or philosophical opinions.

MATERNITY/PARENTAL LEAVE

The Ivorian labour code provides for maternity leave of 14 weeks for women, six weeks before the presumed date of delivery and eight weeks afterwards. These leaves may be extended in specific cases provided for by the labour code. Women are entitled to a maternity allowance and a daily allowance equal to the salary they were receiving when their contract was suspended.

MINIMUM EMPLOYMENT RIGHTS

The rights under the Labour Code concern employees, i.e. persons bound by an employment contract. In practice, the rights conferred to employees are set out in the employment contract and are often linked to the remuneration or the nature of the position.

OVERTIME

Overtime is allowed in the limits set by the laws in force and gives the right to remuneration.

VACATION

Unless more favourable provisions are contained in collective agreements or in the individual contract, the employee acquires the right to paid leave, at the expense of the employer, at the rate of 2.2 working days per month of actual service.

The right for an employee to actually take his leave begins after a period of effective service equal to one year.

WAGES

The work performed by an employee entitles them to a salary. The employer is required to pay the employee a wage, which may not be lower than the categorical minimum wage or, failing that, the national minimum wage guaranteed in the workplace.

WORKING HOURS

The general working hours fixed by the texts are 40 hours per week, for non-agricultural enterprises; and 48 hours per week, for farms, establishments, agricultural and similar enterprises, within the limit of 2400 hours per year. However, equivalences and adjustments of hours may be made according to the nature and the intensity of the activity. However, the working hours are indicated in the contract of each employee.

SICK LEAVE

The employee may, in the event of sickness, duly certified by a physician, be absent for a period not exceeding 6 months. This period may be extended in the event of long-term sickness. The employer is committed to pay the employee, within the normal limit of notice, compensation equal to the amount of his wages during the period of absence.

Employment of foreign nationals

The law in Côte d’Ivoire does not provide for an expatriate quota.

It is required that any non-national worker, prior to their engagement in a company established in Côte d’Ivoire, must hold an employment contract or a letter of engagement stamped by the Minister in charge of Employment on a form established for this purpose. The employment contract or letter of engagement must be obtained before the worker is admitted to the Ivorian territory.

TEMPORARY WORK PERMIT

Within a maximum period of three months from the date of his employment, a non-Ivorian worker must apply to the competent administrative services for the issue of a work permit drawn up in his name. This work permit, renewable once a year, shall be required for any checks carried out by the competent administrative services. For the fixed-term employment contract, a visa is issued for a period of 24 months. For an open-ended contract, a long-term visa is issued.

SUBJECT TO REGULARISATION VISA

It is a visa which allows a non-national to undertake business either in a personal capacity or as part of a company. it is mainly issued by diplomatic and consular representations abroad and, exceptionally, at the Abidjan International Airport and at all other border crossings.

EXPATRIATES’S RESIDENCE PERMIT AND ALIEN’S CARD (CERPAC)

The residence permit was abolished in Côte d’Ivoire by Order Nº2007-604 of 8 November 2007. Henceforth, foreign nationals of the Economic Community of West African States (ECOWAS) living in Côte d’Ivoire must carry identification documents issued by their country of origin or consular representation. For foreigners other than ECOWAS nationals, there is provision for a residence card when the stay exceeds 3 months.

Corporate governance

Introduction

Corporate governance refers to the framework of rules and practices by which a board of directors ensures accountability, fairness, and transparency in a company’s relationship with its all stakeholders (financiers, customers, management, employees, government, and the community). The principal sources of corporate governance/directors’ duties in Côte d’Ivoire are

  • OHADA Uniform Act on Commercial Companies and Economic Interest Groups
  • OHADA Uniform Act on General Commercial Law
  • Criminal Code
  • Texts regulating specific professions, particularly those subject to authorisation (insurance, banking, maritime transport, forestry, or others, where applicable)

Application of legislation/source

APPLICATION OF OHADA UNIFORM ACT ON COMMERCIAL COMPANIES AND ECONOMIC INTEREST GROUPS

This Uniform Act specifies the governance of commercial companies and economic interest groups but also corporate governance/directors’ duties.

Regarding directors, with regard to third parties, the managers have full power to bind the company, without having to justify a special mandate. Any limitation of their legal powers by the articles of association is ineligible for third parties in good faith. (Article 121)

The company is bound by the commitments of its directors which are not in the object of the company, unless the company proves that the third party knew that the commitment went beyond this object or that he could not ignore it given the circumstances, without the mere publication of the articles of association being sufficient to constitute such proof.

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In case of plurality of managers, each holds the same powers as if they were sole manager of the company, except the right for each to oppose any transaction before it is concluded.

Regarding shareholders/partners, unless otherwise provided by this Uniform Act, every partner has the right to participate in votes of collective decisions and may be represented by an agent. In the absence of any provision to the contrary in this Uniform Act, the mandate may be given only to another partner.

In addition, the partners have a permanent right of information on social affairs. Prior to the general assembly, they have a right of communication during the 15 days preceding the general assembly.

APPLICATION OF OHADA UNIFORM ACT ON GENERAL COMMERCIAL LAW

This Uniform Act specifies, inter alia, the status of the merchant/ trader and under which conditions a person must be able to exercise acts of trade as a profession (as mentioned in question below – Who is allowed to be company directors?).

APPLICATION OF CRIMINAL CODE

Penalties relating to offenses by corporate officers are provided for by Act N° 2019-574 of 26 June 2019 in the Ivorian criminal code.

In the light of article 468 of this Act:” is punished with imprisonment of two to 10 years and a fine of XOF600,000 to XOF6 million:

The breach of trust by a person appealing to the public in order to obtain:

  • Either for their own account;
  • Either as director, administrator or manager of a company or on a commercial or industrial enterprise;

The remittance of funds or securities as a deposit, mandate or pledge.

A side this article, which is the only one which treats penalties relating to offenses by corporate officers, it will be necessary to refer to OHADA law which is more explicit in the matter and is applicable to the Ivorian legal system. It will also be necessary to examine Law No. 2017-727 of 9 November 2017 on the punishment of offences provided for in the uniform acts of the treaty on the harmonisation of business law.

Who is allowed to be company directors?

SHAREHOLDERS OR DIRECTORS OF A COMPANY

A shareholder or director of a company must be a person of full age and capacity.

A natural or legal person may not be associated in a commercial company when he is subject to a prohibition, incapacity or incompatibility provided for by a legal or regulatory provision.

Minors and legally incapacitated adults cannot be shareholders/ partners in a company where their liability for the company’s debts exceeds their contributions. A husband and wife may not be shareholders/partners in a company in which they shall be indefinitely or jointly and severally liable for the company’s debts.

MINIMUM NUMBER OF DIRECTORS

Companies must have at least one director.

Companies winding up rules

There are two forms of dissolution in OHADA law, automatic dissolution and voluntary dissolution.

Automatic dissolutions are:

The end of the term

The company is incorporated for a term (maximum term is 99 years) and it can be dissolved at the end of this period. However, in most cases, the partners have no interest in the termination of a well-functioning partnership; they will therefore extend it.

The realisation or extinction of the object

The object is achieved when the operation for which the company was created has been fully completed. The object is extinguished when, due to an obstacle, the company can no longer carry out its activity.

The cancellation of the corporate deed

  • When the company is cancelled for non-compliance with the conditions of formation, it is dissolved.

The liquidation of assets and the occurrence of an event that is foreseen as a cause for dissolution

The liquidation of assets provided for by the Uniform Act constitutes a cause of dissolution of the commercial company. The same applies to the occurrence of an event considered in the Articles of Association as a cause of dissolution of the company.

As for the dissolutions decided upon, it may be a decision of the judge or of the shareholders:

Dissolution by the Judge

Two cases are envisaged: dissolution for a just cause and the reunification of corporate rights in the hands of a single partner.

With regard to dissolution for just cause, it is provided under Article 200 of the Uniform Act, which specifies that the company is terminated: “by early dissolution pronounced by the competent court, at the request of a partner for just cause, in particular in the event of non-performance of its obligations by a partner or disagreement between partners preventing the normal functioning of the company”.

On the other hand, with regard to dissolution for holding by a single partner of all the company’s shares, it should be specified that it must be requested by any interested party to the president of the competent court. This means that it does not operate by operation of law, all the more so as the action must be brought if the company has not been regularised within one year. The court seized may grant the company a maximum period of six months to regularise the situation. If the regularisation takes place before the date on which the court sits, there will be no dissolution.

Voluntary Dissolution by the shareholders

The shareholders may decide in an extraordinary general meeting to terminate the company.

With regard to third parties, the dissolution shall only take effect upon publication of a notice in a newspaper authorised to publish legal notices in the State party (Article 201) to the R.CC.M. Under the terms of Article 205 of the Uniform Act on Commercial Companies and Economic Interest Groups, the legal personality of the company shall continue to exist for the purposes of liquidation and until the publication of the closure of the liquidation.

Banking and finance

Overview of the banking system

The Central Bank of West African States (BCEAO) is an international public institution with headquarters in Dakar, Senegal. It is the common issuing institution of the member states of the West African Monetary Union (WAMU) of which Côte d’Ivoire is a member. It is the regulator of banking activity in Côte d’Ivoire.

The Ivorian banking system includes all the credit institutions located alongside decentralised financial systems. The term credit institution is a generic concept that includes banks and financial institutions. Most banks are subsidiaries or representatives of international companies.

RELEVANT LEGISLATION

  • Framework law on banking regulation 2010
  • Single authorisation for banks and financial institutions 1999

FOREIGN COMPANIES AND NON-RESIDENTS

Pursuant to the provisions of Instruction n°08/07/2011/rfe relating to the conditions for opening and operating procedures for foreign accounts of non-residents, domestic accounts in foreign currencies of residents and accounts of residents abroad, authorised intermediaries are eligible to open, under their own responsibility, foreign accounts in XOF or euros for the benefit of non-residents (individuals and legal entities).

The applicant must provide proof of their status and actual residence as well as the reasons for their application.

The foreign account in XOF or euros is opened for a period of two years renewable for the same duration subject that the applicant provides further proof of status and actual residence.

Before opening a foreign account in a foreign currency, other than the Euro, for the benefit of a non-resident, authorised intermediaries are required to request prior authorisation from the BCEAO. The authorisation is granted for a period of two years.

Foreign exchange regulations

FOREIGN EXCHANGE REGULATION

Pursuant to the provisions of Regulation N°06/2024/CM UEMOA/ relating to the external financial relations of the member states of the West African Economic and Monetary Union (WAEMU), foreign exchange transactions, capital movements (issuance of transfers and/or receipt of funds) and settlements of any kind between a WAEMU Member State and a foreign country or within the WAEMU between a resident and a non-resident may only be carried out through the BCEAO, the Administration or the Post Office, an authorised intermediary or a manual exchange licensee.

The currency rates to be applied to manual exchange against the CFA is published daily on the official website of BCEAO.

WHO IS SUBJECT TO THE REGULATION OF TRANSACTIONS INVOLVING FOREIGN EXCHANGE?

Individuals or legal entities having the status of trader, other than authorised intermediary banks, established or resident in WAEMU Member States, may be authorised to carry out manual exchange operations.

WHO IS RESPONSIBLE TO ADMINISTER THE EXCHANGE CONTROL SYSTEM?

The Ministry of Finance of each state party of WAEMU and the Central Bank of West African States (BCEAO) are responsible for administering the exchange control systems.

BCEAO is entrusted with the mission of implementing the exchange rate policy of the WAEMU under the conditions laid down by the Council of Ministers. It is empowered to control, by delegation of the Minister of Finance, all institutions intervening in foreign exchange matters. Within the framework of this mission, it may ask authorised intermediaries for proof of all foreign exchange transactions they carry out.

ROLE OF LOCAL BANKS WITH REGARDS TO ADMINISTERING THE EXCHANGE

Chartered intermediaries are responsible for ensuring compliance with the provisions of the laws and regulations governing external financial relations with regard to transactions carried out through them or placed under their supervision.

HOW CAN FOREIGN CURRENCY BE INTRODUCED INTO THE COUNTRY?

Foreign currency can be introduced into Côte d’Ivoire by a foreigner. However, resident travellers must transfer to an authorised intermediary (bank or approved manual exchange office), for safekeeping or conversion, foreign banknotes and other means of payment denominated in foreign currency if the amounts exceed FCFA300,000. This operation must be carried out within eight days from the date of entry into Côte d’Ivoire.

WITHDRAWALS OF FOREIGN CURRENCY AND PAYMENT INTO NON-RESIDENT FOREIGN BANK ACCOUNTS

Foreign accounts in XOF or euros can be freely debited:

  • for the purpose of purchase, in cash of foreign currency;
  • for the purpose of purchase by a non-resident of foreign banknotes or the withdrawal of XOF banknotes issued by BCEAO;
  • to credit another foreign account;
  • with payments made to a resident.
  • Foreign accounts in XOF may be freely credited by:
  • the proceeds from the sale, spot or forward, of foreign currencies by a non-resident;
  • the proceeds of the disposal of foreign banknotes by foreign correspondents of authorised intermediaries or imported during a trip, by the account holder, in accordance with the provisions of the regulations in force;
  • amounts from another foreign account;
  • payments made by a resident to a non-resident, where the acquisition of foreign currency by the resident is authorised by the regulations in force;
  • amounts arising from the liquidation of investments of non-residents, subject to compliance with the provisions legislative and regulatory provisions in force;
  • amounts resulting from the liquidation carried out by before notary, of real estate owned by non-residents.

Any transaction debiting or crediting foreign accounts in XOF or euros, other than those listed above, is subject to the prior authorisation of the Directorate in charge of External Finance or the BCEAO, acting by delegation of the Minister in charge of Finance.

RULES/REGULATIONS APPLICABLE TO THE IMPORT OF GOODS AND SERVICES

Instruction n° 04/07/2011/rfe of 13 July 2011 relating to the hedging of exchange rate risk and price risk by residents on commercial and financial transactions with foreign countries.

Annex 2 of WAEMU Regulation n°06/2024/CM/ UEMOA on the external financial relations of the Member States of the West African Economic and Monetary Union (WAEMU).

Decree No. 93-313 of 11 March 1993 implementing Law No. 91-999 of 27 December 1991 on Competition, as regards the conditions of entry into Côte d’Ivoire of foreign goods of any origin and provenance, as well as the conditions of export and re-export of goods to foreign countries.

Inter Ministerial Order n°127/MCAPPME/MPMB of 21 March 2014 determining the conditions of entry into Côte d’Ivoire of foreign goods of any origin and provenance, as well as the conditions of export and re-export of goods to foreign countries.

Foreign investment regulation

Côte d’Ivoire has no specific legislation on FDI. They are subject, in terms of entry, establishment, treatment and protection, to the same provisions as national investors.

The investment framework is defined by a set of regulations. The first is the Investment Code, to which are added national, community and international provisions.

The definitions of investment do not distinguish between national and foreign. Regulation 09/2010/CM/UEMOA of 1 October 2010 on the external financial relations of WAEMU member states defines direct investment in relation to a      desire to take control of a company, with a minimum capital participation of 10%. The distinction is made between resident and non-resident and not between national and foreign. The aforementioned regulation also provides that foreign direct investment transactions must be declared, for investment statistics purposes, to the BCEAO as well as to the Ministry of Finance of the relevant UEMOA Member State.

The Investment Code defines investment as capital employed by any person or legal entity for the acquisition of movable, tangible and intangible assets, and for financing the initial establishment costs essential for the creation or expansion of enterprises. In practice, this definition serves as the first basis for assessing eligibility for the incentives in the Code.

Tax

Local Tax System

The Ivorian tax system is governed by the General Tax Code and the book of tax procedures gathered in a single volume.

This system provides for tax regimes and a set of taxes and duties to which taxpayers are subject.

There are four tax regimes adapted to the size of companies based on the criterion of annual turnover:

The entrepreneur regime (RE)

•   This applies to very small businesses. Under this regime, businesses may be subject to two types of tax:

•   Municipal tax: This applies to businesses with a turnover of less than or equal to 5 million CFA francs. 

•   Entrepreneur municipal tax: For businesses with a turnover of between 5,000,001 and 50 million CFA francs (for the entrepreneur state tax).

The micro-enterprise regime (RME)

•   For companies with an annual turnover of approximately between 50,000,001 and 200,000,000 CFA francs.

The simplified real taxation regime (RSI)

•   Intended for companies with annual turnover ranging from approximately 200,000,001 to 500 million CFA francs.

 The normal real taxation regime (RNI)

•   Applies to companies with turnover exceeding 500 million CFA francs.

The different taxes can be classified into two main categories:

  • Direct taxes applicable to professional income from salaried, industrial, commercial or non-commercial, agricultural activities, from the provision of services and to income from financial products; and
  • Indirect taxes and levies applicable to consumer spending. They are paid by a person other than the one who bears the cost, ie the person (usually a business) who pays taxes to the state passes all or part of the amount of tax on the sale price to the consumer.

WITHHOLDING TAX

Company income tax

Companies income tax Company’s income tax relates to the Industrial and Commercial Profits Tax (BIC) the standard rate of which is 25% and the Industrial and Commercial Profits Tax (BIC) for companies in the telecommunications, information and information technology with a rate of 30%.

In addition, there is the minimum flat-rate tax (suspended until the end of 2020 in accordance with the 2020 finance law) which corresponds to 0.5% of turnover (XOF3 million minimum, XOF35 million XOF maximum).

The following are liable to tax on industrial and commercial profits and on agricultural profits:

  • Individual operators (traders, artisans, property dealers, developers, etc);
  • Partners of partnerships (general partnerships, limited partnerships for general partners, joint stock companies, de facto companies, civil partnerships, etc);
  • Legal persons governed by private or public law;
  • Capital companies: limited company, limited liability company;
  • semi-public companies and state-owned companies;
  • Public establishments and state bodies and public communities, provided that they enjoy financial autonomy and engage in an activity of an industrial or commercial nature and in the operations of a lucrative nature;
  • Consumer cooperative societies, when they have establishments, shops or stores for the sale or delivery of food, products or goods;
  • The real simplified tax system (RSI);
  • The people and companies which carry out the subdivision and sale of land belonging to them;
  • Persons and companies engaged in intermediary operations for the purchase or sale of buildings or business assets or who usually buy the same goods in their name with a view to reselling them.

The collection of tax on non-commercial profits are also done by withholding tax on the remuneration of certain professions. The rate of this withholding is 7.5% based on the gross amounts paid, in particular:

  • Fees, vacations and other remuneration paid to self-employed persons exercising a medical or paramedical profession;
  • Commissions, fees and other remuneration paid to self-employed persons by persons and organisations engaged in the organisation of games of chance, in particular ticket resellers, brokers and other intermediaries;
  • Remuneration of any kind paid to temporary teachers;
  • Remuneration paid to individuals for consultancy or expertise services;
  • Sums and other remuneration paid to performing artists, show organisers, athletes and other non-salaried workers in these sectors;
  • Remuneration paid by lawyers, natural persons, notaries, bailiffs or auctioneers to their non-salaried employees;
  • Remuneration paid to lawyers, bailiffs, legal and tax advisers, accountants, auctioneers and notaries;
  • Amounts paid from the public treasury for the benefit of non-resident companies;
  • Remuneration from literary, scientific and artistic production carried out on an occasional basis.

Please note that Payment of withholding tax is made by means of a remittance advice slip in triplicate. In support of this slip, nominative statements must be attached which must include the identity and address of each beneficiary of the sums paid, as well as the amount paid and the amount of withholding made.

Deductions made during a month must be paid on the following dates:

  • with regard to companies coming under the Directorate of Large Enterprises (DGE) or the Directorate of Medium-sized Enterprises (DME): no later than the 10th of the following month.
  • For industrial companies and oil and mining companies: no later than the 15th of the following month.
  • For commercial companies: by the 20th of the following month at the latest.
  • For companies providing services and companies coming under the tax centres by the 15th of the following month at the latest.

Petroleum profit tax

The Ivorian Petroleum sector is governed by Act no. 96-669 of 29 August 1996 as amended by Ordinance no. 2012-369 dated 18 April 2012 (the Petroleum Code) as well as Decree no. 96-733 of 19 September 1996 relating to the terms of application of the Petroleum Code (the Application Decree).

In the petroleum sector, the main taxes and duties applicable to companies are:

  • Industrial and Commercial Profits Tax (BIC);
  • Petroleum exploitation taxes; and
  • Bonus (signature bonus and production bonus).

In accordance with the Petroleum Code and the Production Sharing Contract, the share of production accruing to the State, includes the BIC tax payable by the oil company.

Likewise, the Contractor is exempt from all other taxes, duties, taxes or contributions of any kind whatsoever affecting oil operations and any income relating thereto. This exemption is also extended to subcontractors and affiliated companies (76.1 to 76.6 of the 1996 Petroleum Code Act

Value added tax (VAT)

VAT is a tax that is applied in practice on value added at each stage of the marketing process.

This added value is defined as the difference between the final value of the marketed good and the value of intermediate goods that have been consumed during the production process of said good.

Gross VAT is determined by applying the rate to the tax base. Gross VAT = Taxable base X rate

The VAT tax base includes the main price, the price supplements as well as the ancillary costs paid by the customer.

Regarding the rate, it should be noted that the tax system in force provides for the following rates:

  • A common law rate set at 18% on a tax-free basis;
  • A reduced rate of 9% for milk, pasta made from 100% durum wheat, solar energy production equipment and petroleum products.

Those liable for VAT must submit their declaration every month and make the payment on the 15th of each month. However, there is one exception: if the monthly tax due is less than XOF 25,000 , taxpayers are allowed to file their returns on a quarterly basis[8]With regard to taxpayers under the Directorate of Large Enterprises (DGE) or the Directorate of Medium Enterprises (DME), they must submit their VAT return according to the following dates:

  • by the 10th of the following month at the latest, for industrial, oil and mining companies;
  • by the 20th of the following month at the latest for companies providing services.

For taxpayers under the simplified real tax system:

  • 15 April
  • 15 July
  • 15 October
  • 15 January[9]
  • A special and optional tax treatment applies to petroleum service contractors that meet established criteria.

The Investment Code of 2018 grants tax benefits for the following durations, depending on the location of the company:

  • Zone A (Abidjan District) – five years.
  • Zone B (any town in Côte d’Ivoire with more than 60,000 inhabitants) – Ten years[10],
  • Zone C (any town in Côte d’Ivoire with less than 60,000 inhabitants) – 15 years.

Education tax

The General Tax Code provides permanent and temporary exemptions for education tax.

Thus, public or private school and university education establishments are not subject to the patent.[11]

Buildings for school use that do not produce property income are in particular exempt from tax on property income from built properties.[12]

Capital gains tax

Capital gains tax from the sale, during operation, of fixed asset items are not included in taxable profit for the year in which they were realised, if, in the declaration of results of the said fiscal year, the taxpayer undertakes to reinvest in fixed assets in his companies in Côte d’Ivoire, before the expiration of a period of three years from the end of the fiscal year, an amount equal to the amount of these capital gains added to the cost price of items sold.

If the reinvestment is carried out within the period provided for above, the capital gains distracted from taxable profit are deducted from the cost price of the new fixed assets, or for the calculation of depreciation in the case of assets. depreciable, or for the calculation of capital gains realised subsequently. Otherwise, they are reported against taxable profit for the year in which the above period expired.

Companies have the option of calculating and deducting the normal depreciation of the new asset on condition that they reintegrate into the final result the part of the capital gain corresponding to the excess depreciation thus released.

However, if the taxpayer ends their profession or sells their business during the above period, the capital gains to be reinvested will be immediately taxed. Capital gains arising from the sale of equity securities by holding companies are subject to reduced taxation in terms of industrial and commercial profits tax. These capital gains, which are normally included in the accounting result, are taxed at a reduced rate of 12% instead of 25% for industrial and commercial profits (BIC); this implies an off-balance sheet deduction of capital gains from the taxable result at 25%. To benefit from the preferential rate of 12% referred to above, the holding company must meet the following conditions with regard to equity securities:

 - the equity securities must be classified as such for accounting purposes and be eligible for the parent company regime;

- the equity securities must have been held for at least two years Personal income tax

According to article 237 of the General Tax Code, personal income tax is a global tax on all the categorical net income of a natural person, calculated by taking into account the taxpayer’s patrimonial and family situation.

The rates applicable to the annual net taxable income for the calculation of the general income tax are set progressively for each income bracket. These rates vary from 2% to 36% under article 251 of General Tax Code.

Employee deductions

In light of articles 115 to 243 of the General Tax Code, the employee’s deductions include:

  • Payroll tax (IS) which corresponds to – 1.5% applied on 80% of net income (net income = RB X 80%) or 1.2% of gross income)
  • National contribution for the economic, cultural and social development of the Nation (CN), the rate is a fixed rate of 1.2% according to Article 146 of the General Tax Code. General income tax, which is the tax established on the basis of the total amount of annual net income available to the taxpayer. This net income is determined according to the taxpayer’s profession, the salaries and pensions they enjoy, the profits of any operation lucrative that it achieves after deduction of certain expenses.

Taxation of various legal entities

PersonRate of Tax

Local CompaniesAre subject to tax on industrial and commercial profits (BIC), in particular:
  • Public limited companies and limited liability companies whatever their purpose and for all the profits they make;
  • Consumer cooperative societies, when they have establishments, shops or stores for the sale or delivery of foodstuffs, products or merchandise;
  • Unions of artisans ‘cooperatives and workers’ cooperative production societies;
  • The rate of the tax on industrial and commercial profits is set at 25%. It is increased to 30% for companies in the telecommunications, information and communication technology sector.
  • The rate of VAT is 18% This rate is reduced to 9% for:
    • milk
    • pasta made from 100% durum whet semolina
    • solar energy production equipment
  • Civil companies, regardless of their form when they are engaged in the exploitation or the operations of an industrial or commercial nature;
    • petroleum products
  • The tax rate on banking transactions is 10%
  • Companies that rent out an established commercial or industrial equipped with the furniture or equipment necessary for its operation, whether or not the rental includes all or parts of the intangible elements of the business or industry.
  • For small and medium-sized enterprises (annual turnover including all taxes, less than XOF1 billion), the rate of the tax on banking operations applicable to bank charges for loans granted to them for the needs of their activities is 5%.
Please note that in limited partnerships, tax is assessed in the name of each of the general partners for their share of the profit and in the name of the company for the remainder.
  • The tax rate on insurance contracts is set at:
    • 7% for insurance against risks of any kind of maritime, river or air navigation;
Turnover tax:
  • VTA
  • Tax on banking transactions
  • Tax on Insurance contracts
    • 25% for fire insurance; -5% of life annuity contracts, including deferred annuity contracts of less than three years;
Other taxes
  • Income tax on securities (IRVM): Income tax from securities applies:- To all profits or products which are not placed in reserve or incorporated into the capital;- Interest and arrears and all other income from bonds issued by public institutions and by companies, companies and enterprises having their head office in Côte d ’Ivoire;- The amount of total or partial repayments and amortisations that companies make on the amount of their shares, interest units or sponsorships, before their dissolution or their provision.
    • 8% for individual health insurance. This rate is reduced to 3% for group health insurance.
  • The IRVM is set at:
    • 10% for dividends regularly paid out by companies listed on the regional stock exchange (BRVM);
    • 2% for all products, lots and redemption premiums paid to holders of bonds issued in Côte d’Ivoire and redeemed in at least five years;
    • 15% for lots of bonds as well as all other income from securities.
  • Income tax on receivables: It applies to interest and arrears and all other products.
  • Contribution of patents: Any natural or legal person, Ivorian or foreign, who carry on business or industry in Côte d’Ivoire is subject to the contribution of patents.
The business patent’s contribution breaks down into a tax on turnover and a tax on the rental value.
  • The duty on turnover is equal to 0.5% of the turnover or gross receipts excluding tax of the previous year without being less than XOF300,000 which constitutes a minimum collection. The maximum collection for turnover duty ranges from XOF350,000 to XOF3 million depending on the revenue brackets achieved by establishment. Without prejudice to the minimum collection, the duty on turnover is increased to 0.7% for certain taxpayers, in particular contractors of telegraphy and telephony by cable or wireless.
  • The rate of duty on the rental value is 18.5% of the rental value of business premises. This rate is reduced to 16% of establishments that do not fall within the municipal scope.
Local branch of foreign companyAccording to article 63 of General Tax Code: Partnerships, capital companies, or mixed companies, whose head office is located abroad are subject to tax at the place of their main establishment in Côte d’Ivoire according to the results of the operations they carried out.
Consequently, please refer to the description of rate taxable mentioned above for local Companies.
Trusts (other than special trusts) Small business corporationsThe Small business corporations and Micro business are considered to be companies with an annual turnover, all taxes included, of less than XOF1 billion.In Côte d’Ivoire, the Small business corporations and micro business pays taxes as described in the table on local companies.However, upon creation it is exempt from a license for five years and can benefit from a tax credit on profit or job creation from a minimum of two jobs.
Real estate assets are exempt from property tax for two years up to 25% in accordance with the 2018 investment codes.

Tax rate/requirements applicable to foreign investor

TAX RATE

Under the provisions of Article 2 of the General Tax Code, profits made in Côte d’Ivoire are subject to the industrial and commercial profit tax (BIC).

Consequently, foreign investors regardless of their nationality are liable for this tax because of the profits from their businesses operated in Côte d’Ivoire. The rate of the industrial and commercial profit tax (BIC) is 25 %.

This rate has increased by 30%. For companies in the telecommunications, information and communication technology sector.

REQUIREMENTS APPLICABLE TO FOREIGN INVESTORS

Foreign investment activities are regulated by the Ivorian Investment Code (Act No. 2018-646 of 1 August 2018). The new Investment Code provides a suitable legal environment for investment-friendly norms and policies. It grants more rights and stipulates few obligations for a foreign investor.

The Investment Code imposes upon a foreign investor the obligations to respect the laws and regulations in force in Côte d’Ivoire as well as human rights and corporate social, responsibility and labour standards. By contrast, it guarantees fair and equitable treatment for foreign investors, unlimited access to foreign exchange, free transfer of assets subject to compliance with tax legislation, free access to raw materials as well as a guarantee of repatriation of expatriate workers’ remuneration.

With respect to local content requirements, foreign investors have no obligations to invest in conjunction with local entities or to recruit local workers in general. However, the Investment Code defines specific incentives for foreign investors who willingly apply local content requirements.

The Investment Code provides for tax credit for companies that apply local content requirements, and which have invested a certain amount depending on the geographical location where the investment is done. The tax credit advantages are provided for investments in the hospitality, agri-business, health business and agricultural sectors.

An additional tax credit of 2% is granted to foreign investors: where 80% of the senior staff members and supervisory agents are of Ivorian citizenship; where foreign investors subcontract with local companies for the manufacture of software, infrastructure projects, parts manufacturing as well as any other products intended to be incorporated in the Ivory Coast or abroad. The outsourcing activities concerned include services and shall represent at least 25% of the activities subcontracted by the foreign investor; and where foreign investors open at least 15% of their share capital to national investors; the relevant investment sectors are defined by decree taken by the Council of Ministers of the Republic of Ivory Coast.

In addition, specific projects qualified as structuring economic projects might be granted additional advantages on the basis of a State contract (Convention d’état) negotiated with the government.

It is important to emphasize that foreign investors are free to select their board members, chief executive or managing director. Subject to regional and international agreements that the Ivory Coast is party to, the selection of their senior staff members and supervisory agents of a foreign nationality cannot exceed a certain ratio compared with the total workforce.

CAPITAL GAINS TAX RATE: 25%

Value added tax rate: Value Added Tax is generally payable at 18%, but a lower rate of 9% is payable on goods such as milk, pasta based on 100% durum wheat, semolina,  petroleum products ; transactions involving jute and sisal fibres; feed for livestock and poultry; inputs used in the manufacture of feed for livestock and poultry and the packaging used for such feed; inputs used in the manufacture of fertilisers and the packaging used for such fertilisers; premium meat and premium rice.

TAX TREATIES

The tax treaties currently in force are those concluded by Côte d’Ivoire with the following countries:

  • Germany
  • Belgium
  • Canada
  • WAEMU States (Benin, Burkina Faso, Guinea Bissau, Mali, Niger, Senegal, Togo)
  •  France
  • Italy
  • Morocco
  • Norway
  • Portugal
  • UK/Northern Ireland
  • Swiss
  • Tunisia
  • United Arab Emirates (UAE)

TAX TREATIES PROVIDE:

  • The non-taxation in Côte d’Ivoire of remunerations paid to service providers, resident in the other State (no withholding tax), when the latter does not have in Côte d’Ivoire a permanent establishment or a fixed base;
  • The taxation in Côte d’Ivoire under the common law regime, of remunerations paid to service providers, resident in the other State, when these are made through a permanent establishment (for companies), or a fixed base within the meaning of the tax treaty;
  • The application of a withholding tax at the maximum rate provided for by each agreement, to the sums paid by an Ivorian resident and a resident of the other State, when these are considered as dividends, royalties for interest by the agreement.

Dispute resolution

Types of courts and how long it takes to resolve a dispute

Judicial authority is exercised by courts of first and second instance, under the supervision of the Supreme Court. Since the constitutional revision of 1998, the Supreme Court has been replaced by three independent courts:

  • The Council of State
  • The Court of Cassation
  • The Court of Audit

The courts of the first instance (the courts of first instance and detached sections) hear disputes first. The Courts of Appeal are the second level of jurisdiction. They are competent to hear appeals lodged by litigants against judgments pronounced in the first instance.

How long does it take to resolve a dispute?

In accordance with Article 140 of Act No. 2017-728 of November 9, 2017 amending the Code of Civil, Commercial and Administrative Procedure, to resolve a dispute, it takes a maximum period of six (6) months from the first hearing.

This period is exceptionally extended by one (1) month by order of the president of the court.

Civil Courts

The Ivorian judiciary is still influenced by French law. For this reason, there are in Côte d’Ivoire, two main categories of jurisdiction: ordinary courts and specialised courts due to the cases they have to deal with.

The ordinary courts are competent for civil, commercial, administrative and fiscal matters for which no other jurisdiction is expressly competent due to the specificity of the case.

Commercial courts are qualified as specialised courts. However, as these commercial courts were only installed in Abidjan, in the other cities, commercial matters are heard by the ordinary courts.

There are three specialised courts: Commercial Courts, the Commercial Court of Appeal and the Labour Courts.

The Commercial Courts and the Commercial Court of Appeal are respectively special courts of first and second instance. The Commercial Court of Appeals hears appeals brought by litigants against judgments rendered at first instance by the Commercial Court of Abidjan and also at the resort of Abidjan Court of Appeals in commercial matters.

The labour courts rule in the first and last resort, when the amount of the claim does not exceed ten times the guaranteed monthly interprofessional minimum salary. Above this amount, it rules at the expense of appeal.

Criminal courts

The jurisdictional system in criminal matters is based on a division between: the simple police court, the criminal court and the assize court. Each of these courts is competent according to the seriousness of the infraction (contravention, misdemeanour or crime).

The Assize Court is competent in matters of gross crimes, which are the most serious infractions of the Criminal Code.

The criminal court is competent in tort matters. The criminal court also hears crimes submitted by the assize court under the provisions of the code of criminal procedure. In correctional matters, the competence over a defendant extends to all co-authors and accomplices. The judgments pronounced by the Correctional Court can be appealed to the Chamber of Correctional Appeals.

The simple police court is competent in contravention matters. The attributions given to the Simple Police Court are exercised by the Courts of First Instance and the Sections of Courts.

ADR

EXTENT TO WHICH ADR IS USED?

With the inadequacy and the crisis in the state justice, the overall Ivorian society has favored the introduction of a negotiated mode of conflict settlement sustained by the persistence of traditional modes of conflict settlement and the creation of new modes.

ADR is often being used in civil (arbitration and conciliation), commercial (arbitration, conciliation and mediation), social (conciliation), criminal (transaction) and customs (transaction) matters.

Concerning mediation and arbitration, an administrative institution was established in 1997. This institution is named the Court of Arbitration of Côte d’Ivoire (CACI).

IS IT COMPULSORY TO REFER CERTAIN DISPUTES TO ADR? Parties to a dispute do not have to adopt the use of ADR in settling their disputes. However, in civil, commercial and social matters, certain disputes are compulsory referred to conciliation attempt.

In commercial matters, the conciliation attempt is compulsory before the commercial court. In social matters, when the parties appear before the President of labour court, they should first start with the conciliation process.

Arbitration is not compulsory unless parties have so agreed in their convention.

Côte d’Ivoire is a State Party of the ICSID and the New York Convention.

Exiting an investment

LISTING

The principal financial market stock exchange is the West Africa Stock Exchange (Bourse Régionale des Valeurs Mobilières: BRVM). It is common to all eight (8) countries of the West African Economic and Monetary Union (WAEMU). The BRVM is at the same time an economic, political, institutional and technical success. It is the only stock exchange in the world shared by several countries, totally electronic and perfectly integrated. Its mission is to manage the stock market, to list and trade securities, to provide stock market information and to promote and develop the market.

It is regulated by the Regional Public Savings and Capital Markets Council (Conseil Régional de l’Epargne Publique et des Marchés Financiers: CREPMF).[13]

BRVM offers the following options for listing on the stock exchange:

Minimum bid price

This introductory procedure is similar to the operation of an auction. The securities are put up for sale at a minimum price. Only limit orders are accepted, i.e. orders respecting the minimum price limit. The Notice published by the Regional Stock Exchange specifies in this case that the procedure adopted is that of offering for sale at a minimum price and the minimum sale price determined by the issuer.

The Regional Exchange may eliminate orders whose limit deviates abnormally from the minimum bid price. It therefore determines, in agreement with the issuer, a price range within which the orders will be answered, possibly after applying a reduction coefficient.

Public Share Offering

It is a transaction in which a shareholder undertakes to sell a given quantity of shares at a price set in advance.

The Notice published by the Regional Stock Exchange specifies in this case that the procedure adopted is the public offering procedure at a specified price and the sale price of the shares. If the offer is declared positive (e.g. if the minimum number of shares is reached), the price listed is the offering price, and the Regional Stock Exchange publishes a Notice indicating the conditions under which orders may be answered, with no maximum limit on the reduction coefficient, if any.

If the offer is declared negative (in cases where, for example, the minimum number of shares is not reached), the Regional Stock Exchange publishes a Notice which notifies the new conditions set for the completion of the IPO.

Ordinary process

It consists of the direct listing of the company’s securities on one of the stock exchange’s listing markets for trading. To do so, the company must have a stock market reference and meet the conditions for admission to listing.

STOCK ACQUISITION, ASSET ACQUISITION, BUSINESS ACQUISITION

The principal legislation regulating all forms of acquisitions including, shares, assets and business acquisitions within, or having effect within Côte d’Ivoire is the OHADA Uniform Act on the Law of Commercial Companies and Economic Interest Groupings. The Provisions of this Uniform Act applies in Côte d’Ivoire (which is a member of OHADA) with regard to mergers, spin off and asset transfers. These provisions apply to restructuring operations both between companies with their registered office in the same member State and between companies located in more than one member State.

INVESTMENT PROTECTION

In Côte d’Ivoire, the different types of securities are the ones provided by the OHADA Uniform Act on the Organisation of Securities.

They are: the Right of retention, retention or assignment of property, pledge, collateral and mortgage.

RIGHT OF RETENTION

A creditor who legitimately holds personal property of their debtor may retain it until full payment of what is owed to them, independently of any other security interest.

The right of retention may only be exercised only if:

  • The claim of the holder is certain, liquid and due;
  • There is a connection between the formation of the debt and the detention of the property; and
  • If the property was not seized before being held

Retention or assignment of property

Ownership of movable property may be retained as security by the effect of a retention-of-title clause which suspends the transfer effect of a contract until full payment of the obligation constituting its counterpart.

A claim held against a third party may be assigned as security for any credit granted by a national or foreign legal person, carrying out banking or credit operations as its usual profession and on its behalf.

The non-assignment of the claim may not be invoked against the assignee by the assigned debtor where it is based on a contractual source and the claim arose by reason of the exercise of the profession of the assigned debtor or is directly related to one of their professional activities, even if it is not the main one.

Pledge

The pledge may be provided as security for one or more of the existing claims, or future, as long as these are determined or determinable. A distinction is made between a pledge with dispossession of the debtor and a pledge without dispossession.

The pledge may also relate to sums or securities deposited by way of consignment by public officials, judicial officers or any other person to ensure that abuses for which they may be responsible and the loans made for the constitution of this consignment.

Collateral

Collateral is the appropriation of intangible personal property or a group of intangible personal property, present or future, as security for one or more claims, present or future, provided that the claims are determined or determinable. It may be conventional or judicial.

In particular, the following may be pledged: debt obligations; bank accounts; partnership rights, securities and financial securities accounts; goodwill and intellectual property rights.

Mortgage

A mortgage is the assignment of a specific or determinable property belonging to the grantor as security for one or more claims, present or future, provided that they are specific or determinable. It can be legal, conventional or judicial.

Firm overview

Introduction

GENT & KEBE is a law firm registered at the Senegalese Bar and the Côte d’Tvoire Bar.

GENI & KEBE work with a range of clients operating in Africa. Over the years, we have forged strong relationships with them, with some of client partnerships stretching back as long as 50 years. We have also had the opportunity to work closely with government clients in the region along with many foreign governments represented through their embassies. Our practice also serves regional organisations, international financial institutions, individuals, trustees and intermediaries. We maintain a commitment to provide affordable legal services to charities and non-government organisations undertaking important work to positively impact the lives of people in our region.

Practice Areas
  • Banking and Finance
  • Health and Pharmacy
  • Corporate Law Mergers/Acquisitions
  • Family Law
  • Criminal Law
  • Real Estate Co-Ownership and Construction
  • Labour and Social Security
  • Taxation
  • Mining and Energy
  • Media and Telecommunications
  • States and diplomatic institutions
  • Air and Sea Transportation
  • Human Rights

Website: www.dlapiperafrica.com

Authors

Mouhamed KEBE: Managing Partner

Thierry DADJE: Senior Associate

Marlène DASSOUROU: Associate

[1] Côte d’Ivoire last presidential election was held in October 2025.

[2] World Development Indicators | DataBank

[3] https://data.worldbank.org/indicator/NY.GDP.MKTP.KD.ZG?end=2019&locations=CI&most_recent_value_desc=false&start=1961

[4] World Development Indicators | DataBank

[5] https://import-export.societegenerale.fr/fr/fiche-pays/cote-d-ivoire/indicateurs-croissance

[6] https://data.worldbank.org/indicator/BX.KLT.DINV.WD.GD.ZS?locations=CI

[7] https://www.cepici.gouv.ci/index.php#formalites_ent

[8] Article 437, paragraph 4, of the General Tax Code.

[9] Articles 339 and al. of General Tax code

  • [10] , in accordance with Article 11 of the 2018 Investment Code Ordinance..

with Article 11 of the 2018 Investment Code Ordinance..

[11] Article 228 of the General Tax code

[12] Article 151 of the General Tax code

[13] Further information about the BRVM can be obtained from http://www.brvm.org/fr