Togo: A General Business Law Overview

The year 2026 marks a historic turning point for Togo. We are witnessing a profound transformation of the business ecosystem, driven by a political desire for change and an ambition for greater economic sovereignty. For our international clients and partners, this transition offers as many opportunities as it does challenges.

A New Constitutional Paradigm: The Need for Education

Togo has officially entered a new era with the advent of the Fifth Republic. The almost complete installation of new governing bodies is reshaping the country’s institutional architecture. For investors, this change of regime is not just a political formality; it involves a colossal legal undertaking.

Currently, this involves orchestrating the alignment of old texts with the new constitutional framework. This transition phase requires a genuine regulatory education process. The subtleties of this legislative hybridisation must be deciphered in order to ensure the legal certainty of their operations and prevent any risk of litigation related to the interpretation of the new standards.

The Constitution as a Social Contract. It is no longer just a question of structuring powers, but of defining the rights and duties of citizens. Education must aim to ensure that every citizen understands the mechanisms for controlling public action.

A key point of this paradigm is the transfer of powers to local authorities, now reinforced by the adoption of the National Decentralisation Policy 2025-2030. This new legislative framework increases the autonomy of municipalities to manage local realities and undertake large-scale projects in infrastructure, health and sport.

Finally, the role of regulatory institutions is being strengthened, particularly the Court of Auditors and the Constitutional Council. Emphasis is placed on total transparency in the appointment and decision-making processes.

Economic Sovereignty and Sectoral Reforms: Towards a New Extractive and Energy Framework

The Togolese government has placed industrialisation at the heart of its development strategy. This quest for economic sovereignty is reflected in an imminent overhaul of strategic sectors. We anticipate a major change in the legal framework governing natural resources.

Energy

The country is boldly diversifying its energy mix. Beyond solar power, the ambition to explore civil nuclear energy is now on the table. A new Energy Code or perhaps new laws are expected to structure these innovations.

Massive investment in solar power is desired to achieve decarbonisation targets while ensuring energy independence in rural areas.

Mining

The extractive sector should also see the introduction of a new Mining Code, which will better protect national interests while remaining attractive to foreign capital. Ideally, this new legal framework should be aligned with the Community Mining Code and strike a legal balance between mining companies and the state. In short, it is time for Togo to set itself the ambitious goal of proposing a state-of-the-art code.

It cannot be ruled out that emphasis will be placed on renegotiating contracts in the natural resources sector to guarantee a fair share of revenues for the state, while ensuring the security of foreign investments.

Opportunities for IPPs

Independent power producers (IPPs) are at the heart of this economic sovereignty strategy. The state is calling for healthy competition to offer competitive energy prices, an essential lever for national industrial competitiveness.

Business climate: a dynamic of structural and sectoral reforms

Togo is consolidating its status as a leading economic and logistics hub within the WAEMU, supported by a profound modernisation of its legal and institutional framework.

Reforming excellence and B-READY performance

According to the World Bank’s Business Ready 2025 report, Togo ranks 4th among Africa’s most reform-oriented nations. With an overall score of 61.52 points, the country particularly excels in simplifying market entry (85.77 points). This performance validates recent reforms focused on digitising procedures and reducing the time required to start a business.

Financial Dynamism: Increasing Complexity and Professionalisation of Markets

The Togolese financial market is establishing itself as one of the most dynamic in the sub-region. We are seeing a marked trend towards increasingly sophisticated financing structures, particularly in the capital markets. Climate finance is beginning to be considered.

Syndications and cross-border financing

The current trend sees development banks and investment funds driving cross-border financing, quickly followed by commercial banks to close syndications.

In relation to capital markets, the emergence of securitisation transactions is evidence of increased professionalisation. In addition to BOAD Titrisation, other firms are appearing and taking an interest in operations in Togo. The market is becoming more complex, requiring specialised legal expertise in financial engineering.

This increased financial maturity is an important precursor to the launch of major infrastructure projects expected in the coming months.

The financial sector is moving away from simple deposit banking and entering the era of high finance and inclusion.

Modernisation of the securities market

An active secondary market is being developed where government bonds and local company shares are traded more fluidly.

Digitalisation and fintech

The integration of electronic money (mobile money) into the traditional banking system is enabling the informal population to access banking services. Some companies, such as SEMOA, have been granted a banking licence for electronic money. Another client, Gozem, which is in the transport sector, has recently also entered the mobile money market. Hubs such as Togo Tech are beginning to see their members become more present in the market.

In relation to private equity and venture capital, local investment funds have emerged dedicated to SMEs/SMIs. The idea is to finance innovation through equity rather than debt, which is often too costly for start-ups. The barrier to access to finance for these start-ups is still too high compared to other markets such as Côte d’Ivoire or even Benin. Funds need to rethink their investment tickets in Togo, adapt to be more successful and benefit from a volume effect.

Changing Sectors: Health, Sport and Culture

While traditional sectors are consolidating, new sources of growth are emerging, requiring innovative structuring methods.

Health

The sector is undergoing profound transformation driven by the implementation of Universal Health Coverage (UHC), which is accompanied by an incentive-based legislative framework for private investment. This dynamic is fostering the emergence of leading private hospital complexes and an unprecedented modernisation of technical facilities, positioning Togo as a future regional medical hub.

There is the creation of local production hubs for essential medicines and vaccines to reduce dependence on imports.

Some start-ups are working on the widespread adoption of digital patient records to optimise medical monitoring and drug stock management.

Intangible economy

Sport, culture and entertainment, although still marginal in terms of GDP, are entering a phase of structuring. These sectors are no longer seen as “cost centres” but as levers for growth and soft power. We recommend the use of public–private partnerships (PPPs) in this case to boost these sectors and attract institutional investors to these new assets. It goes without saying that this must be complemented by an attractive tax framework.

Sport: an economy in its own right

• Infrastructure and Maintenance: There needs to be a shift from stadium construction to the professional management of profitable, multi-purpose sports venues.
• Professionalisation of Leagues: The authorities have highlighted the need to restructure clubs in order to attract sponsors and generate revenue through TV rights and merchandising.

Conclusion: Anticipate to Succeed

The legal landscape in Togo is undergoing rapid change. Between legislative harmonisation with the Fifth Republic and the opening of new opportunities in sectors such as energy, health and sport, the challenges are real, but the prospects for returns are solid for those who know how to navigate and seek strong legal support in this new regulatory environment.